AGREEMENT:
(A)
EXCEPT WHERE INDICATED TO THE CONTRARY IN SCHEDULE I, THE COMPANY
MAY AT ANY TIME TERMINATE ONE OR MORE OF THE SERVICES, IN WHOLE OR IN PART, UPON
GIVING AT LEAST 30 DAYS PRIOR WRITTEN NOTICE TO TUBOS; AND
(B)
TUBOS MAY TERMINATE THIS AGREEMENT WITH RESPECT TO ANY ONE OR MORE
OF THE SERVICES (X) BY WRITTEN NOTICE TO THE COMPANY IN THE EVENT THAT (I) THE
COMPANY SHALL HAVE FAILED TO PERFORM, IN ALL MATERIAL RESPECTS, ANY OF ITS
MATERIAL OBLIGATIONS UNDER THIS AGREEMENT RELATING TO SUCH SERVICE , (II) TUBOS
HAS NOTIFIED THE COMPANY IN WRITING OF SUCH FAILURE AND (III) SUCH FAILURE SHALL
HAVE CONTINUED FOR A PERIOD OF THIRTY (30) DAYS AFTER RECEIPT BY THE COMPANY OF
NOTICE OF SUCH FAILURE OR (Y) IN ACCORDANCE WITH SECTION 5.2.
SECTION 4.3
EFFECT OF TERMINATION.
OTHER THAN AS REQUIRED BY LAW,
UPON TERMINATION OF ANY SERVICE PURSUANT TO SECTION 4.2, TUBOS WILL HAVE NO
FURTHER OBLIGATION TO PROVIDE THE TERMINATED SERVICE (OR ANY SERVICE, IN THE
CASE OF TERMINATION OF THIS AGREEMENT); PROVIDED THAT NOTWITHSTANDING SUCH
TERMINATION, THE PROVISIONS OF ARTICLES III, IV AND V SHALL SURVIVE ANY SUCH
TERMINATION.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1
NO AGENCY.
NOTHING IN THIS AGREEMENT SHALL CONSTITUTE
OR BE DEEMED TO CONSTITUTE A PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES
HERETO OR CONSTITUTE OR BE DEEMED TO CONSTITUTE ANY PARTY THE AGENT OR EMPLOYEE
OF THE OTHER PARTY FOR ANY PURPOSE WHATSOEVER AND NEITHER PARTY SHALL HAVE
AUTHORITY OR POWER TO BIND THE OTHER OR TO CONTRACT IN THE NAME OF, OR CREATE A
LIABILITY AGAINST, THE OTHER IN ANY WAY OR FOR ANY PURPOSE.
SECTION 5.2
COMPANY AS SOLE BENEFICIARY.
THE COMPANY ACKNOWLEDGES
THAT THE SERVICES SHALL BE PROVIDED ONLY WITH RESPECT TO THE OPERATION OF THE
COMPANY AND ITS SUBSIDIARIES AS CURRENTLY OPERATED OR AS MUTUALLY AGREED IN
WRITING BY THE PARTIES HERETO.
THE COMPANY SHALL NOT REQUEST PERFORMANCE OF ANY
SERVICE FOR THE BENEFIT OF ANY ENTITY OTHER THAN THE
5
COMPANY AND ITS SUBSIDIARIES.
THE COMPANY REPRESENTS AND AGREES THAT THE
COMPANY WILL USE THE SERVICES ONLY IN ACCORDANCE WITH APPLICABLE LAW.
TUBOS
RESERVES THE RIGHT TO TAKE ALL ACTIONS, INCLUDING TERMINATION OF ANY PARTICULAR
SERVICE, THAT TUBOS REASONABLY BELIEVES TO BE NECESSARY TO ENSURE COMPLIANCE
WITH APPLICABLE LAW.
TUBOS WILL NOTIFY THE COMPANY OF THE REASONS FOR ANY SUCH
TERMINATION OF SERVICES.
SECTION 5.3
CONFIDENTIALITY.
(a)
Nondisclosure.
Each of Tubos and the Company agrees that (i) it
will not, and in the case of Tubos, will cause each of the Tubos Entities, not
to, disclose to any third party or use any Confidential Information disclosed
hereunder to such Person, except as expressly permitted in this Agreement or in
the exercise of its rights hereunder, and (ii) it will take reasonable measures
to maintain the confidentiality of all Confidential Information of any other
party in its or, in the case of Tubos, the Tubos Entities' possession or
control, which will in no event be