COMPLETED OPERATIONS OUTLINED IN THIS AGREEMENT. CLIENT SHALL FURNISH
CERTIFICATES OF INSURANCE FOR ALL OF THE ABOVE NOTED POLICIES AND REQUIRED
ADDITIONAL INSURED STATUS TO CARDINAL HEALTH AS SOON AS
14
PRACTICABLE AFTER THE EFFECTIVE DATE OF THE AGREEMENT AND UPON RENEWAL OF ANY
SUCH POLICIES. EACH INSURANCE POLICY THAT IS REQUIRED UNDER THIS SECTION SHALL
BE OBTAINED FROM AN INSURANCE CARRIER WITH AN A.M. BEST RATING OF AT LEAST A-
VII.
ARTICLE 15
TERM AND TERMINATION
15.1
TERM. THIS AGREEMENT SHALL COMMENCE ON THE
EFFECTIVE DATE AND SHALL CONTINUE FOR A PERIOD OF FOUR (4) CONTRACT YEARS,
UNLESS EARLIER TERMINATED UNDER SECTION 15.2 BELOW (THE "TERM").
15.2
TERMINATION BY EITHER PARTY.
A.
MATERIAL BREACH. EITHER PARTY MAY TERMINATE
THIS AGREEMENT EFFECTIVE UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO THE OTHER
PARTY, IF THE OTHER PARTY COMMITS A MATERIAL BREACH OF THIS AGREEMENT AND FAILS
TO CURE SUCH BREACH BY THE END OF SUCH SIXTY (60) DAY PERIOD; PROVIDED, HOWEVER,
THAT FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT WITHIN FIFTEEN (15) DAYS
AFTER SUCH PAYMENTS ARE DUE (AS SET FORTH IN SECTION 7.5) SHALL CONSTITUTE CAUSE
FOR IMMEDIATE TERMINATION OF THIS AGREEMENT, OR AT CARDINAL HEALTH'S DISCRETION,
CARDINAL HEALTH SHALL BE RELIEVED OF ANY FURTHER OBLIGATION TO PERFORM UNDER
THIS AGREEMENT UNTIL ALL OUTSTANDING PAYMENTS ARE BROUGHT CURRENT.
B.
BANKRUPTCY. EITHER PARTY MAY TERMINATE
THIS AGREEMENT EFFECTIVE UPON WRITTEN NOTICE TO THE OTHER PARTY, IF THE OTHER
PARTY BECOMES INSOLVENT OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS AS
THEY BECOME DUE, FILES A PETITION FOR BANKRUPTCY, MAKES AN ASSIGNMENT FOR THE
BENEFIT OF ITS CREDITORS OR HAS A RECEIVER, TRUSTEE OR OTHER COURT OFFICER
APPOINTED FOR ITS PROPERTIES OR ASSETS.
15.3
EFFECT OF TERMINATION. EXPIRATION OR TERMINATION
OF THIS AGREEMENT SHALL BE WITHOUT PREJUDICE TO ANY RIGHTS OR OBLIGATIONS THAT
ACCRUED TO THE BENEFIT OF EITHER PARTY PRIOR TO SUCH EXPIRATION OR TERMINATION.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL CONTINUE UNDER SECTIONS 5, 7, 9,
10, 11, 12, 13, 16, 17 AND 18, AND SECTIONS 3.4, 6.2, 15.3, NOTWITHSTANDING
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
ARTICLE 16
LIMITATIONS OF LIABILITY
16.1
CARDINAL HEALTH SHALL HAVE NO LIABILITY UNDER
THIS AGREEMENT FOR ANY AND ALL CLAIMS FOR LOST, DAMAGED OR DESTROYED API OR
OTHER CLIENT-SUPPLIED MATERIALS WHETHER OR NOT SUCH API OR CLIENT-SUPPLIED
MATERIALS ARE INCORPORATED INTO FINISHED PRODUCT.
16.2
CARDINAL HEALTH'S TOTAL LIABILITY UNDER THIS
AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CLIENT TO CARDINAL
HEALTH FOR THE SERVICES OR BATCH OF PRODUCT GIVING RISE TO SUCH LIABILITIES,
CLAIMS OR OBLIGATIONS.
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16.3
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PERFORMANCE
UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS OR
DATA, WHETHER IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
ARTICLE 17
NOTICE
Any notice from either party to the other party will be effective