Incredimail 2013 Annual Report Download - page 199

EXECUTION VERSION
15. TERM AND TERMINATION
15.1 Term . The term of this Agreement will commence on the Effective Date and will continue until
[***] , unless earlier terminated as provided in this Section 15 (the “Term”).
15.2 Termination for Repeated Material Breach . A non-breaching Party may terminate this Agreement if the breaching Party has
repeatedly materially breached material provisions of this Agreement to such a degree that it is unlikely that the breaching Party is willing or
able to continue to perform its obligations under this Agreement without continuing to materially breach this Agreement.
15.3 Termination for Convenience .
15.3.1 By Microsoft . Microsoft shall have the option of terminating the Agreement for convenience by providing at
least [***] prior written notice with the termination being effective no sooner than [***] . If Microsoft elects to terminate, then
Conduit may override Microsoft’s election by providing notice to Microsoft of its intent to continue the Agreement (“Termination Override
Notice
”) in which event, the Agreement will continue unless otherwise terminated pursuant to this Section 15 (provided that Microsoft may not
thereafter provide notice under this Section 15.3.1).
15.3.2 Conduit shall have the option of terminating the Agreement for convenience (including in the event that
Termination Override Notice is given) by providing at least 90 days prior written notice with the termination being effective no sooner than
[***] .
15.4 Termination for Change of Control Transaction . As promptly as practicable following the earlier to occur of (a) the
execution of a definitive agreement by a Party providing for a Change of Control Transaction of such Party and (b) the consummation of a
Change of Control Transaction of such Party, such Party shall provide the other Party written notice thereof and, no later than the 60th day
following such notice, either Party shall have the option to terminate this Agreement upon written notice to the other Party. Such termination will
be effective (x) upon the consummation of the Change of Control Transaction, if such notice of termination is given prior to the consummation
of the Change in Control or (y) upon the delivery of such termination notice, if the consummation of the Change in Control Transaction has
already occurred; provided that in either case, if Microsoft is the terminating Party, Conduit (or its successor) shall have the option to extend this
Agreement for up to an additional 90 days upon notice to Microsoft.
15.5 Effect of Early Termination
. If this Agreement is terminated by either party pursuant to Section 15.2 or 15.4 (but not Section
15.3) prior to the expiration of the four-year period defined under Section 15.1, then
15.5.1 At Conduit’
s election prior to the end of the Term, Microsoft will continue to provide Services to Conduit and the
Conduit Publishers under the applicable terms and conditions of this Agreement for a period of time not to exceed 90 days from the date of
Conduit’s election so that Conduit may transition from the Services provided by Microsoft to another solution (the “ Tail Transition Period”);
CONFIDENTIAL
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