ANY OF THE EVENTS OF FORCE
MAJEURE DESCRIBED IN SECTION 5.5(C) OCCUR AND CONTINUE FOR A PERIOD OF IN EXCESS
OF SIXTY (60) DAYS, EITHER PARTY SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT
UPON WRITTEN NOTICE.
12.5 EFFECT OF TERMINATION.
(A) ACCRUED OBLIGATIONS.
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON SHALL NOT RELEASE ANY PARTY HERETO FROM ANY LIABILITY WHICH, AT THE TIME
OF SUCH TERMINATION, HAS ALREADY ACCRUED TO THE OTHER PARTY OR WHICH IS
ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH TERMINATION NOR PRECLUDE EITHER PARTY
FROM PURSUING ANY RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN
EQUITY WITH RESPECT TO ANY BREACH OF THIS AGREEMENT.
IN ADDITION, SO LONG AS
VITAL CONTINUES TO FULFILL ITS OBLIGATIONS UNDER THE R2 SOFTWARE MAINTENANCE
PROGRAM, IF NECESSARY, BEYOND THE TERM OF THIS AGREEMENT, R2 SHALL PAY TO VITAL
COMMISSIONS IN ACCORDANCE WITH SECTION 5.2 ON ALL COMMISSIONABLE TRANSACTIONS
THAT OCCUR DURING THE TERM OF THIS AGREEMENT BUT FOR WHICH PAYMENT FROM
CUSTOMERS IS NOT RECEIVED BY R2 UNTIL AFTER THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT, IT BEING AGREED, HOWEVER, THAT VITAL SHALL IN NO EVENT HAVE
OBLIGATIONS UNDER THE R2 SOFTWARE MAINTENANCE PROGRAM WHICH EXTEND MORE THAN ONE
YEAR BEYOND THE END OF THE TERM OF THIS AGREEMENT.
(B) LIMITATION ON LIABILITY.
IN THE EVENT OF TERMINATION BY EITHER PARTY IN
ACCORDANCE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER BECAUSE OF SUCH TERMINATION, FOR COMPENSATION, REIMBURSEMENT
OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR
ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, INVENTORY OR COMMITMENTS IN
CONNECTION WITH THE BUSINESS OR GOODWILL OF R2 OR VITAL.
(C) SURVIVAL.
THE PROVISIONS OF SECTIONS 1, 5.6, 5.7, 5.8, 6.1, 7.1-7.6, 8.1,
9.2, 10.1, 11, 12.5, 13 AND 14 AND ANY PAYMENT OBLIGATIONS SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
13. TERMINATION OF OLD AGREEMENT
FROM THE EFFECTIVE DATE AND BEYOND, THIS AGREEMENT REPLACES IN ITS ENTIRETY THE
OLD AGREEMENT, AND, NOTWITHSTANDING ANY PROVISION THEREIN TO THE CONTRARY, THE
PARTIES AGREE AND HEREBY DO TERMINATE AND SUPERSEDE THE OLD AGREEMENT.
14. GENERAL
14.1 ASSIGNMENT.
NEITHER PARTY MAY ASSIGN OR TRANSFER THIS AGREEMENT OR ANY OF
ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY MAY ASSIGN THIS AGREEMENT
IN THE CASE OF A MERGER, ACQUISITION, CHANGE OF CONTROL, SALE OF ALL OR
SUBSTANTIALLY ALL OF THE STOCK OR ASSETS OF THE ASSIGNING PARTY OR OTHER
REORGANIZATION; PROVIDED THAT ANY PERMITTED ASSIGNEE AGREES IN WRITING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT.
SUBJECT TO THE FOREGOING, THIS AGREEMENT
SHALL BE BINDING ON AND INURE TO THE BENEFIT OF ANY PERMITTED ASSIGNEE.
ANY
ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS SECTION 14.1 SHALL BE NULL AND VOID
FROM THE BEGINNING.
14.2 BASIS OF BARGAIN.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY
DISCLAIMERS AND LIABILITY AND REMEDY