Parties shall share the cost of the
deductible in proportion to each Party's insured ownership or legal interests in
relative proportion to the total insured ownership or legal interests of the
Parties.
ARTICLE 13
TERM AND TERMINATION; REMEDIES
13.1
Term. The term of this Agreement commences on the Effective Date
and continues in effect until the earlier of: (i) a period of ten (10) years
from the Effective Date; [***].
13.2
Termination for Cause.
Micron may terminate this Agreement for
cause if the Joint Venture Company fails to make a payment which is due and
payable under the terms of this Agreement and the Joint Venture Company fails to
cure the same within one hundred eighty (180) days after receipt of written
notice from the Micron, unless such failure to pay was in response to Micron's
material breach.
The Joint Venture Company may terminate this Agreement for
cause as agreed in Section 13.4(c).
14
13.3
Survival.
Termination of this Agreement shall not affect any of
the Parties' respective rights accrued or obligations owed before termination
including any rights or obligations of the Parties in respect of any accepted
Purchase Orders existing at the time of termination.
In addition, the following
shall survive termination of this Agreement for any reason:
Sections 2.7, 3.3,
4.5, 6.7 and 13.3 and ARTICLE 1, 9, 10, 12 and 14.
13.4
FAILURE TO ADEQUATELY PERFORM SERVICES.
[***].
ARTICLE 14
MISCELLANEOUS
14.1
FORCE MAJEURE EVENTS.
THE PARTIES SHALL BE EXCUSED FROM ANY
FAILURE TO PERFORM ANY OBLIGATION HEREUNDER TO THE EXTENT SUCH FAILURE IS CAUSED
BY A FORCE MAJEURE EVENT.
A FORCE MAJEURE EVENT SHALL OPERATE TO EXCUSE A
FAILURE TO PERFORM AN OBLIGATION HEREUNDER ONLY FOR THE PERIOD OF TIME DURING
WHICH THE FORCE MAJEURE EVENT RENDERS PERFORMANCE IMPOSSIBLE OR INFEASIBLE AND
ONLY IF THE PARTY ASSERTING FORCE MAJEURE AS AN EXCUSE FOR ITS FAILURE TO
PERFORM HAS PROVIDED WRITTEN NOTICE TO THE OTHER PARTY SPECIFYING THE OBLIGATION
TO BE EXCUSED AND DESCRIBING THE EVENTS OR CONDITIONS CONSTITUTING THE FORCE
MAJEURE EVENT.
AS USED HEREIN, "FORCE MAJEURE EVENT" MEANS THE OCCURRENCE OF AN
EVENT OR CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF THE PARTY FAILING TO
PERFORM, INCLUDING, WITHOUT LIMITATION, (A) EXPLOSIONS, FIRES, FLOOD,
EARTHQUAKES, CATASTROPHIC WEATHER CONDITIONS, OR OTHER ELEMENTS OF NATURE OR
ACTS OF GOD; (B) ACTS OF WAR (DECLARED OR UNDECLARED), ACTS OF TERRORISM,
INSURRECTION, RIOTS, CIVIL DISORDERS, REBELLION OR SABOTAGE; (C) ACTS OF
FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENTAL AUTHORITIES OR COURTS; (D) LABOR
DISPUTES, LOCKOUTS, STRIKES OR OTHER INDUSTRIAL ACTION, WHETHER DIRECT OR
INDIRECT AND WHETHER LAWFUL OR UNLAWFUL; (E) FAILURES OR FLUCTUATIONS IN
ELECTRICAL POWER OR TELECOMMUNICATIONS SERVICE OR EQUIPMENT; AND (F) DELAYS
CAUSED BY THE OTHER PARTY'S NONPERFORMANCE HEREUNDER.
14.2
[***].
15
14.3
ASSIGNMENT.
EXCEPT AS OTHERWISE PROVIDED IN THE JOINT VENTURE
DOCUMENT, NEITHER THIS AGREEMENT NOR ANY RIGHT OR OBLIGATION HEREUNDER MAY BE
ASSIGNED OR DELEGATED BY EITHER PARTY IN WHOLE OR IN PART TO ANY OTHER PERSON,
OTHER THAN A WHOLLY-OWNED SUBSIDIARY OF SUCH PARTY, WITHOUT