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10.3 Either party may at its option, terminate this Agreement for a material <br /> breach of the provisions set forth in Section 1 through 11 by the other party after <br /> giving the other party written notice, specifically identifying the breach on which <br /> termination is based, and (30) days to cure such breach (except for a breach: 1) as set <br /> forth in Section 4.1, or 2) based upon non-payment of any sums due for which the <br /> breaching party will have ten (10) days to cure such breach). If the breach is not <br /> cured within the appropriate time period, this Agreement will terminate without <br /> further action by either party. <br /> 10.4 Either party may, at its option, terminate a Statement of Work (Exhibit A) <br /> for a material breach of the terms and conditions set forth in that Statement of Work <br /> (Exhibit A) by the other party after giving the other party written notice, specifically <br /> identifying the breach on which terminations is based, and (30) days to cure such breach <br /> (except for a breach: 1) as set forth in Section 4.1, or 2) based upon payment of any sum <br /> due for which the breaching party will have ten (10) days to cure such breach). If the <br /> breach is not cured within the appropriate time period,the Statement of Work(Exhibit A) <br /> under the breach arose will terminate without further action by either party. <br /> 10.5 Upon termination of this Agreement or an Statement of Work (Exhibit A), <br /> Licensee will (a) immediately pay to Company all outstanding fees, charges, payment <br /> and expenses then due under this Agreement or Statement of Work (Exhibit A), (b) <br /> discontinue all use of the applicable Software and Documentation; (c)immediately delete <br /> the applicable Software and Documentation and all copies in any form, including, but not <br /> limited to any back-up or archival copies, from its system files and storage media, and (d) <br /> will return to Company within ten (10) or destroy all copies of the Software and <br /> Documentation; and any support or maintenance obligation relating to the applicable <br /> Software will immediately terminate. At Company's request, Licensee will verify in <br /> writing to Company that the actions set forth in (b), (c), and(d) above have been taken. <br /> 10.6 Termination of this Agreement will not relieve Licensee from any <br /> obligation to pay Company any amount that has accrued or become payable prior to <br /> the termination date. <br /> 10.7 The provisions of Section 5, 6 and 7.4 through 7.6 will survive the <br /> termination of this Agreement, as will the continuing obligation of the parties under <br /> this Section 10. <br /> 10 <br />