THE UNAUTHORIZED
USE OR DISCLOSURE OF ANY CONFIDENTIAL INFORMATION WILL CAUSE IRREPARABLE HARM TO
THE OTHER FOR WHICH DAMAGES WILL BE AN INADEQUATE REMEDY, AND THE EACH PARTY
HEREBY AGREES THAT, IN ADDITIONAL TO ALL OTHER REMEDIES AVAILABLE TO IT AT LAW
AND IN EQUITY, IT WILL HAVE THE RIGHT TO OBTAIN INJUNCTIVE RELIEF.
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20.
TERMINATION.
20.1.
EITHER PARTY MAY TERMINATE THIS AGREEMENT ON WRITTEN NOTICE TO THE
OTHER IF ANY OF THE FOLLOWING EVENTS OCCUR:
20.1.1.
IF ANY PROCEEDING IN BANKRUPTCY, RECEIVERSHIP, LIQUIDATION OR
INSOLVENCY IS COMMENCED AGAINST THE OTHER PARTY OR ITS PROPERTY, AND THE SAME IS
NOT DISMISSED WITHIN NINETY (90) DAYS; OR
20.1.2.
IF THE OTHER PARTY MAKES ANY ASSIGNMENT FOR THE BENEFIT OF ITS
CREDITORS, BECOMES INSOLVENT, COMMITS ANY ACT OF BANKRUPTCY, CEASES TO DO
BUSINESS AS A GOING CONCERN, OR SEEKS ANY ARRANGEMENT OR COMPROMISE WITH ITS
CREDITORS UNDER ANY STATUTE OR OTHERWISE.
20.2.
PSP MAY TERMINATE THIS AGREEMENT ON WRITTEN NOTICE TO MEDQUIST IF
ANY OF THE FOLLOWING EVENTS OCCUR:
20.2.1.
IN THE EVENT THAT A MATERIAL BREACH BY MEDQUIST REMAINS UNCURED FOR
MORE THAN THIRTY (30) DAYS FOLLOWING PSP'S DELIVERY OF WRITTEN NOTICE TO
MEDQUIST SPECIFYING THE NATURE OF THE BREACH; OR
20.2.2.
IF MEDQUIST ASSIGNS THIS AGREEMENT WITHOUT PSP'S CONSENT OR IF
MEDQUIST UNDERGOES A CHANGE OF CONTROL, WHETHER BY MEANS OF A SALE OR ISSUANCE
OF SHARES OR OTHERWISE AND THE CONTROL CHANGES TO A THIRD PARTY DOING BUSINESS
IN THE DICTATION MARKET OR IN THE SPEECH RECOGNITION MARKET.
20.3.
MEDQUIST MAY TERMINATE THIS AGREEMENT ON WRITTEN NOTICE TO PSP IN
THE EVENT THAT A MATERIAL BREACH BY PSP REMAINS UNCURED FOR MORE THAN THIRTY
(30) DAYS FOLLOWING MEDQUIST'S DELIVERY OF WRITTEN NOTICE TO PSP SPECIFYING THE
NATURE OF THE BREACH.
21.
OBLIGATIONS ON TERMINATION.
ON THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT:
21.1.
PSP WILL BE UNDER NO OBLIGATION TO REFUND TO MEDQUIST ANY LICENSING
FEES PAID PURSUANT TO THIS AGREEMENT SO LONG AS PSP HAS FULFILLED ALL OF ITS
OBLIGATIONS UNDER THIS AGREEMENT RELATED TO SUCH LICENSING FEES, INCLUDING,
WITHOUT LIMITATION, DELIVERY OF THE SOFTWARE LICENSE AND FULFILLING THE WARRANTY
OBLIGATIONS FOR SUCH SOFTWARE LICENSE;
21.2.
PSP WILL CONTINUE TO PERFORM ITS SUPPORT OBLIGATIONS TO MEDQUIST
FOR THE DURATION OF ALL SERVICE AGREEMENTS BETWEEN MEDQUIST AND THE END USERS
ENTERED INTO BEFORE SUCH EXPIRATION OR TERMINATION, WHERE SUPPORT FEES HAVE BEEN
PAID TO PSP;
21.3.
ANY END USER LICENSES GRANTED BEFORE THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT WILL CONTINUE TO SURVIVE AFTER THE EFFECTIVE DATE OF
TERMINATION PROVIDED THAT MEDQUIST HAS PAID ALL AMOUNTS OWING HEREUNDER; AND
21.4.
MEDQUIST WILL RETURN OR DESTROY (AS PSP INSTRUCTS), NO LATER THAN
FOURTEEN (14) DAYS AFTER THE EFFECTIVE DATE OF TERMINATION, ALL PRODUCTS AND ANY
AND ALL COPIES MADE OF SUCH PRODUCTS IN ITS POSSESSION OR CONTROL.
MEDQUIST
WILL FURNISH PSP WITH A CERTIFICATE, STATING THAT THE SAME HAS BEEN DONE, EXCEPT
WITH RESPECT TO SUCH MATERIAL AS IS NECESSARY TO ENABLE MEDQUIST
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TO CONTINUE TO