neither party shall be liable for any indirect, special, consequential or other
damages whatsoever, whether grounded in tort (including negligence), strict
liability, contract, or otherwise.
12.
TERM AND TERMINATION.
12.1
Unless otherwise terminated as set forth herein,
this Agreement shall commence on the Closing Date, as such term is defined in
that certain Asset Purchase Agreement, dated of even date herewith, between
ARTISOFT and VNI (the "Effective Date") and terminate upon the last to expire of
the C-Data Patents (the "Term".)
12.2
ARTISOFT may terminate this Agreement by giving
VNI notice in writing at least thirty (30) days in advance of the effective date
of termination selected by ARTISOFT.
12.3
Either party may terminate this Agreement if the
other party is in material breach of any provision hereof; and the breaching
party fails to remedy any such breach within thirty (30) days after receipt of
written notice thereof.
12.4
Surviving any termination or expiration are:
(a)
Any cause of action or claim of ARTISOFT or
VNI, accrued or to accrue, because of any breach or default by the other party;
and
(b)
Sections 7-9 and 11-24.
13.
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON, AND SHALL INURE TO THE BENEFIT OF, THE PERMITTED SUCCESSORS AND ASSIGNS OF
EACH PARTY HERETO.
THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED BY ARTISOFT
WITHOUT THE PRIOR WRITTEN CONSENT OF VNI TO ANY THIRD PARTY EXCEPT TO A PARTY
(OR ITS AFFILIATES) THAT IS LISTED ON EXHIBIT B OR A PARTY THAT (I) HAS NOT BEEN
ESTABLISHED BY THE EFFECTIVE DATE, OR (II) HAS NOT RELEASED COMMERCIALLY
AVAILABLE PRODUCTS BY THE EFFECTIVE DATE THAT COULD INFRINGE THE C-DATA LICENSED
PATENTS HERETO (TO WHICH NO TRANSFER OR ASSIGNMENT MAY OCCUR WITHOUT THE EXPRESS
PRIOR WRITTEN CONSENT OF VNI).
NOTWITHSTANDING THE FOREGOING, VNI'S CONSENT
SHALL NOT BE REQUIRED FOR ANY TRANSFER BY ARTISOFT OF ITS ENTIRE INTEREST IN AND
TO THIS AGREEMENT IF MADE TO A THIRD PARTY IN CONNECTION WITH A SALE OF
SUBSTANTIALLY ALL OF THE BUSINESS OF ARTISOFT TO SUCH THIRD PARTY. SUBJECT TO
THE CONDITION SET FORTH IN SECTION 3.1 ABOVE, VNI WILL TRANSFER AND ASSIGN THE
C-DATA PATENTS TO C-DATA CO. PROVIDED THAT VNI SHALL NOTIFY
7
ARTISOFT OF ANY SUCH ASSIGNMENT OR TRANSFER, AND PROVIDED FURTHER THAT C-DATA
CO. SHALL TAKE SUCH ASSIGNMENT OR TRANSFER SUBJECT BOTH TO THE LICENSES GRANTED
AND TO C-DATA CO.'S AND VNI'S OBLIGATIONS TO ARTISOFT HEREUNDER, AND SHALL SEND
ARTISOFT A WRITTEN ACKNOWLEDGEMENT SUCH OBLIGATIONS AT THE TIME OF SUCH
ASSIGNMENT.
THE C-DATA PATENTS MAY NOT BE ASSIGNED OR OTHERWISE TRANSFERRED TO
ANY OTHER PARTY WITHOUT ARTISOFT'S CONSENT AND, FURTHER, MAY ONLY BE ASSIGNED OR
OTHERWISE TRANSFERRED SUBJECT TO ALL OBLIGATIONS OF C-DATA CO. AND VNI UNDER
THIS AGREEMENT.
VNI MAY TRANSFER AND ASSIGN THIS AGREEMENT OR ANY OF ITS RIGHTS
TO RECEIVE PAYMENT HEREUNDER TO ANY SUCCESSOR ENTITY OR TO ITS SHAREHOLDERS
WITHOUT CONSENT, PROVIDED THAT SUCH SUCCESSOR(S) SHALL ASSUME THIS AGREEMENT
SUBJECT TO ALL OF THE OBLIGATIONS SET FORTH HEREIN.
FOR THE AVOIDANCE