party is generally unable to pay its debts.
13.2 By Promethean. This Agreement may be terminated immediately by Promethean
upon thirty (30) days written notice to the Business Partner for any reason or
for the following reasons:
(a) The Business Partner, or any of its officers or directors is either: (i)
charged with the commission of any act of fraud, theft, embezzlement, financial
dishonesty, felony, or criminal act involving moral turpitude; or (ii) a party
to any Customer or governmental investigation which Promethean determines has or
will cause damage to Promethean's reputation;
(b) The Business Partner fails to adhere to the terms of any PIP established by
Promethean in accordance with Section 5.3 of this Agreement;
(c) The Business Partner's fails to submit timely forecasts and/or reports
required under Section 7.1 of this Agreement on more than three (3) occasions
during the Term;
(d) The Business Partner transfers (or attempts to transfer) either: (i)
substantially all of the Business Partner's assets; or (ii) more than fifty
percent (50%) of the Business Partner's outstanding capital stock, to any
competitor of Promethean as determined by Promethean in its reasonable
discretion, or engages in any other similar transaction;
(e) The Business Partner challenges the validity of or Promethean's title to any
of its intellectual property rights; or
(f) The Business Partner poses a credit risk in Promethean's reasonable judgment
which cannot be remedied by advanced payments or cash on delivery.
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Business Partner
DD
Promethean
LW Revised 2/2011
CONFIDENTIAL
Page 14
EDUCATION BUSINESS PARTNER AGREEMENT
14. RIGHTS UPON TERMINATION. Upon termination of this Agreement for any reason:
(a) Within five (5) business days, the Business Partner will provide to
Promethean a complete list of its inventory of Promethean Products by quantity,
type and condition of sale. Promethean will have fifteen (15) business days from
the date of receipt of the list from the Business Partner to notify the Business
Partner whether Promethean will purchase any or all of the inventory at mutually
agreeable prices ("Notice of Intent to Purchase"). Promethean shall have a
period of thirty (30) days from the date of the Notice of Intent to Purchase to
complete the purchase. Any Products that Promethean does not purchase may be
sold by the Business Partner to Customers who are end users of the Products
only; not to resellers or wholesalers. All Promotional Materials in the
possession of the Business Partner, shall be returned to Promethean together
with a notarized certificate establishing that no Promotional Material stock,
Confidential Information, or other Proprietary Materials remain with the
Business Partner; however, nothing herein requires the Parties to erase any
Confidential Information that is in an archived computer backup system in
accordance with their respective security and/or disaster recovery procedures
and the Parties may each retain copies of the Confidential Information to the
extent required to comply with legal, regulatory or internal documentation
retention requirements, which Confidential Information shall remain under the
requirements, terms and conditions governing Confidential Information as agreed
herein;
(b) The