Incredimail 2008 Annual Report Download - page 111

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- 17 -
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS.
arises because of breach of contract, negligence or for any other reason and including any liability that arises or exists by reason of the
unenforceability or invalidity of any term of any Agreement) shall be limited to:
[***]
13.
Confidentiality
13.1 Subject to clause 13.2 below, disclosure of confidential and/or proprietary information pursuant to this GSA and/or any Agreement
(including the existence and content of this GSA and/or any Agreement) shall be governed by the NDA which is hereby incorporated into
this GSA and each Agreement by reference. In the event of any conflict between the NDA and this GSA or any applicable Order Form, the
provisions of this GSA or the applicable Order Form will take precedence.
13.2 Customer understands and agrees that, notwithstanding anything to the contrary in the NDA,
[***]
Such disclosure of information shall be
subject to the terms of the Google Privacy Policy located at, or such other URL as Google may provide from time to time, and shall not
include
“
personally identifying information,
”
as described in such Google Privacy Policy.
14.
Term and Termination
14.1
This GSA shall commence on the GSA Effective Date and remain in force until it terminates or expires in accordance with its terms.
14.2
Either party may suspend performance and/or terminate any Agreement, in whole or in part, with immediate effect, if the other party:
(a)
is in material breach of the Agreement where the breach is incapable of remedy; or
(b) is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within
[***]
after
receiving written notice of such breach.
14.3 Either party may suspend performance and/or terminate this GSA (and all Agreements entered into in accordance with it) with immediate
effect, if:
(a)
a meeting of creditors of the other party is held or an arrangement or composition with or for the benefit of its creditors (including a
voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to the other party;
(b) a chargeholder, receiver, administrative receiver or other similar person takes possession of or is appointed over or any distress,
execution or other process is levied or enforced (and is not discharged within [***] ) on the whole or a material part of the assets of
the other party;
(c) the other party ceases to carry on business or is deemed to be unable to pay its debts within the meaning of section 123 Insolvency
Act 1986;
(d) the other party or its directors or the holder of a qualifying floating charge gives notice of their intention to appoint, or makes an
application to the court for the appointment of, an administrator;
(e) a petition is presented (and is not discharged within
[***]
) or a resolution is passed or an order is made for the administration or the
winding
-
up, bankruptcy or dissolution of the other party; or
(f) an event analogous to any of the above happens to the other party in any jurisdiction in which it is incorporated or resident or in
which it carries on business or has assets.
14.4
Google may terminate this GSA (and all Agreements entered into in accordance with it) immediately upon written notice, if:
(a)
[***]
Google may terminate this GSA (and all Agreements entered into in accordance with it) immediately upon notice if such
breach is incapable of remedy or where such breach is capable of remedy, where Customer fails to remedy such breach within
[***]
after receiving written notice of such breach; or