IF THE OTHER PARTY:
11.1.1 DEFAULTS IN DUE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATION
UNDER THIS AGREEMENT (INCLUDING, IN THE CASE OF THE CONTENT CLIENT, A FAILURE TO
PAY THE LICENSE FEE WHEN DUE AND PAYABLE) AND, IN THE CASE OF A REMEDIABLE
BREACH, FAILS TO REMEDY THE BREACH WITHIN 30 DAYS OF RECEIPT OF THE TERMINATING
PARTY'S NOTICE SO TO DO, AND SUCH TERMINATION SHALL TAKE EFFECT EITHER
IMMEDIATELY OR AT A DATE SPECIFIED IN THE NOTICE; OR
11.1.2 BECOMES BANKRUPT OR INSOLVENT, OR IF THE OTHER PARTY'S BUSINESS IS PLACED
IN THE HANDS OF A RECEIVER OR TRUSTEE, WHETHER VOLUNTARILY OR OTHERWISE, AND
SUCH TERMINATION SHALL TAKE EFFECT EITHER IMMEDIATELY OR AT A DATE SPECIFIED IN
THE NOTICE.
11.2 THE TERMINATION OF THIS AGREEMENT FOR WHATEVER CAUSE SHALL NOT PREJUDICE OR
AFFECT THE RIGHTS OF EITHER PARTY AGAINST THE OTHER IN RESPECT OF ANY BREACH OF
THIS AGREEMENT OR IN RESPECT OF ANY MONIES PAYABLE BY ANY EITHER PARTY TO THE
OTHER IN RESPECT OF ANY PERIOD PRIOR TO TERMINATION.
11.3 NETDIMENSIONS MAY SUSPEND THE PROVISION OF ANY SERVICES UNDER THE SERVICE
LEVEL TERMS SCHEDULE IF:
11.3.1 CIRCUMSTANCES ARISE IN RESPECT OF WHICH IT HAS THE RIGHT TO TERMINATE
THIS AGREEMENT; OR
11.3.2 THE CONTENT CLIENT HAS FAILED TO PAY ANY AMOUNT DUE TO NETDIMENSIONS
UNDER OR IN RELATION TO THIS AGREEMENT OR, IN THE REASONABLE OPINION OF
NETDIMENSIONS, BREACHED ANY OF THE TERMS OF THIS AGREEMENT, AND MAY CONTINUE THE
SUSPENSION UNTIL THE RELEVANT PAYMENT HAS BEEN MADE OR THE RELEVANT BREACH
CURED.
12 CONSEQUENCES OF TERMINATION
12.1 UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, ALL LICENSE RIGHTS
GRANTED SHALL IMMEDIATELY CEASE AND THE CONTENT CLIENT SHALL, AT NETDIMENSIONS'
OPTION, EITHER RETURN OR DESTROY THE SOFTWARE AND RELATED DOCUMENTATION AND ALL
COPIES, INCLUDING ANY UPDATES OR MODIFICATIONS.
12.2 TERMINATION OF THIS AGREEMENT SHALL NOT AFFECT THE OBLIGATION OF THE
CONTENT CLIENT TO PAY NETDIMENSIONS ANY FEES OR OTHER PAYMENTS WHICH ARE DUE AND
UNPAID AT THE DATE OF TERMINATION.
12.3 ANY TERMINATION OF THIS AGREEMENT SHALL NOT AFFECT ANY ACCRUED RIGHTS OR
LIABILITIES OF EITHER PARTY NOR SHALL IT AFFECT THE COMING INTO FORCE OR THE
CONTINUANCE IN FORCE OF ANY PROVISION OF THIS AGREEMENT WHICH IS EXPRESSLY OR BY
IMPLICATION INTENDED TO COME INTO OR CONTINUE IN FORCE ON OR AFTER SUCH
TERMINATION.
13 CONFIDENTIALITY
13.1 EACH PARTY (THE "RECEIVING PARTY") AGREES TO KEEP CONFIDENTIAL AND NOT
COPY, ADAPT, ALTER OR DIVULGE TO ANY THIRD PARTY ANY AND ALL DATA, INFORMATION
OR MATERIALS SUPPLIED TO OR OBSERVED BY ITS AGENTS, EMPLOYEES OR SUBCONTRACTORS
IN THE COURSE OF PERFORMING THIS AGREEMENT WHICH BELONGS TO OR RELATES TO THE
OTHER PARTY (THE "DISCLOSING PARTY") OR THE OTHER PARTY'S BUSINESS,
ORGANISATION, WORK METHODS, KNOW-HOW, CLIENTS, PROGRAMS OR PRODUCTS, OR WHICH
BELONGS TO OR RELATES TO ANY MEMBER OF THE OTHER PARTY'S GROUP.
13.2 EACH PARTY SHALL IMMEDIATELY INFORM THE OTHER IF IT BECOMES AWARE OF THE
POSSESSION, USE OR KNOWLEDGE OF, OR ATTEMPTS TO GAIN