32
33
license, convey or otherwise alter or deprive CTC of any of its Intellectual
Property Rights .
(b)
Licensee shall use commercially reasonable efforts to safeguard
all Software (including all copies thereof) from infringement,
misappropriation, theft, misuse, or unauthorized access . Licensee shall
promptly notify CTC if Licensee becomes aware of any infringement of
CTC’s Intellectual Property Rights in the Software or Documentation
and reasonably cooperate with CTC in any legal action taken by CTC to
enforce its Intellectual Property Rights .
(c) If Licensee or any of its Authorized Users sends or transmits any
communications or materials to CTC by mail, email, telephone, or
otherwise, suggesting or recommending changes to the Software or
Documentation, including without limitation, new features or functionality
relating thereto, or any comments, questions, suggestions, or the like
(“Feedback”), CTC is free to use such Feedback irrespective of any other
obligation or limitation between the Parties governing such Feedback .
8 . Term and Termination .
(a) (a) This Agreement and the license granted hereunder shall remain in
effect until] terminated as set forth herein (the “Term”) . Licensee may
terminate this Agreement by ceasing to use and destroying all copies of
the Software and Documentation . CTC may terminate this Agreement,
(a) effective upon written notice to Licensee, if Licensee, breaches this
Agreement and such breach: (i) is incapable of cure; or (ii) being capable
of cure, remains uncured thirty (30) days after CTC provides Licensee
with written notice of such breach; or (b) CTC may terminate this
Agreement, effective immediately, if Licensee files, or has filed against
it, a petition for voluntary or involuntary bankruptcy or pursuant to any
other insolvency law, makes or seeks to make a general assignment for
the benefit of its creditors or applies for, or consents to, the appointment
of a trustee, receiver, or custodian for a substantial part of its property .
(b) Upon termination of this Agreement, Licensee shall immediately cease
using, and delete, destroy, or return, all copies of the Software and
Documentation and certify in writing to the CTC that the Software and
Documentation has been deleted or destroyed . All obligations that have
accrued prior to the date of termination shall survive termination of this
Agreement . The obligations of Licensee under Sections 5, 6, 7(b), 10, 11
and 12 shall survive termination of this Agreement .
