OR ENTITIES') ENTIRE
LIABILITY TO WES, A LICENSEE OR A SUB-LICENSEE IS SET FORTH IN THIS SECTION 9.
9.7
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE
PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE
ENFORCED AS SUCH.
WES AND
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THE PARTNERSHIP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE
NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN WES AND THE
PARTNERSHIP OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE SUBJECT
MATTER OF THIS AGREEMENT.
10.
TERM AND TERMINATION
10.1
TERM.
THIS AGREEMENT COMMENCES AS OF THE
EFFECTIVE DATE AND SHALL REMAIN IN FORCE FOR SO LONG AS WES, AN AFFILIATED
ASSIGNEE, WBE OR ANY AFFILIATE SUB-LICENSEE CONTINUES TO USE THE ATLAS 2000
SYSTEM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
10.2
TERMINATION.
THIS AGREEMENT AND THE LICENSES
GRANTED HEREUNDER SHALL TERMINATE UPON THE EARLIEST TO OCCUR OF THE FOLLOWING:
(I) THIRTY (30) DAYS AFTER THE PARTNERSHIP GIVES WES NOTICE OF A MATERIAL BREACH
OF ANY PROVISION OF THIS AGREEMENT, UNLESS SUCH BREACH IS CURED WITHIN THIRTY
(30) DAYS OF SUCH NOTICE; (II) WITH RESPECT TO WES OR AN INDIVIDUAL LICENSEE OR
SUB-LICENSEE, THIRTY (30) DAYS AFTER SUCH PARTY GIVES THE PARTNERSHIP WRITTEN
NOTICE OF THE PARTY'S DESIRE TO TERMINATE THIS AGREEMENT, FOR ANY REASON; OR
(III) IMMEDIATELY WITH RESPECT TO WES OR AN INDIVIDUAL LICENSEE OR SUB-LICENSEE
IF SUCH PARTY FILES FOR BANKRUPTCY (SUBJECT TO AN AUTOMATIC STAY ORDERED BY A
FEDERAL BANKRUPTCY COURT), BECOMES INSOLVENT, CEASES TO DO BUSINESS OR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
10.3
DUTIES UPON TERMINATION.
UPON ANY TERMINATION
HEREUNDER, THE LICENSES HEREUNDER ARE TERMINATED (AND ALL RIGHTS IN AND TO THE
ATLAS SOFTWARE GRANTED PURSUANT TO SUCH LICENSES SHALL TERMINATE).
THE
TERMINATED PARTY OR PARTIES SHALL IMMEDIATELY CEASE ALL USE OF THE ATLAS
SOFTWARE AND SHALL IRRETRIEVABLY DELETE AND/OR REMOVE SUCH SOFTWARE FROM ALL
COMPUTER HARDWARE AND STORAGE MEDIA.
WITHIN THIRTY DAYS AFTER ANY TERMINATION,
THE TERMINATED PARTY OR PARTIES SHALL DELIVER TO THE PARTNERSHIP AT THE PARTY'S
OR PARTIES' SOLE EXPENSE (ADEQUATELY PACKAGED AND INSURED FOR SAFE DELIVERY) OR
DESTROY ALL COPIES OF (I) THE ATLAS SOFTWARE IN EVERY FORM AND (II) ALL
CONFIDENTIAL INFORMATION OF THE PARTNERSHIP.
TO THE EXTENT THAT THE PARTNERSHIP
HAS ANY CONFIDENTIAL INFORMATION OF A TERMINATED PARTY, THE PARTNERSHIP WITHIN
THIRTY DAYS AFTER ANY TERMINATION WILL DELIVER TO SUCH PARTY AT THE
PARTNERSHIP'S SOLE EXPENSE OR DESTROY ALL COPIES OF ALL CONFIDENTIAL INFORMATION
OF THE TERMINATED PARTY.
10.4
SURVIVAL.
THE RIGHTS AND OBLIGATIONS OF THE
PARTIES CONTAINED IN SECTIONS 2, 5, 6, 8, 9, 10, AND 11 WILL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
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11.
GENERAL
11.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL AND SUBSTANTIVE LAWS OF NEW
YORK AND WITHOUT REGARD TO ANY CONFLICTS OF LAWS CONCEPTS THAT