15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 (a "Breach"), then that party may provide written notice directed to the breaching party's Project Manager for the applicable SOW/Proposal describing the alleged Breach in reasonable detail. If the breaching party does not, within 30 calendar days (15 days for payment defaults) after receiving such written notice, either cure the Breach or develop a plan to cure the Breach (if the Breach is not one that can reasonably be cured within 30 calendar days) and diligently proceed according to the plan until the Breach has been cured, then the breaching party may terminate the affected SOW/Proposal, in whole or in part, for cause by written notice to the applicable Project Manager of the breaching party. Prior to termination of a SOW/Proposal for cause, the party receiving the initial notice under the preceding sentence will be afforded an opportunity to meet with a senior management representative of the breaching party to explain its position. The termination of any particular SOW/Proposal will not affect the parties' respective rights, duties and obligations under any other SOW/Proposal then in effect. 14.4 Termination Due to Insolvency. Either party may terminate this Agreement or an SOW/Proposal immediately if the other party (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding relating to its liquidation or insolvency; (c) makes an assignment for the benefit of its creditors; or (d) enters into an agreement for the composition, extension or readjustment of all or substantially all of its assets. 14.5 Payment upon Termination. SpearTip will be paid for all Services performed through the effective date of termination, plus associated expenses and termination costs as follows: 14.5.1 SpearTip will be paid all fees for Services actually performed through the effective date of termination; 14.5.2 SpearTip will be paid for expenses incurred through the effective date of termination, plus costs and expenses reasonably incurred by SpearTip to terminate its performance of the Services earlier than anticipated, including without limitation costs to relocate any SpearTip personnel from Client's site, and costs to terminate any special contracts or leases entered into for the purpose of performing the terminated Services. SpearTip will use commercially reasonable efforts to minimize Client's termination costs under this section; and, 14.5.3 If Client terminates this Agreement for Convenience, in addition to the amount Client owes SpearTip pursuant to Sections 14.5.1 and 14.5.2, Client will owe SpearTip early termination fees as follows: (i) If the SOW/Proposal is terminated during the first year of the term or any renewal, term, fifty percent (50%) of the total fees that would have been earned during the balance of the term or renewal term; (ii) If the SOW/Proposal is terminated during the second year of the term or any renewal term, forty percent (40%) of the total fees that would have been earned during the balance of the term or renewal term; (iii) If the SOW/Proposal is terminated during the third year of the term or any renewal, term, thirty percent (30%) of the total fees that would have been earned during the balance of the term or renewal term. Any early termination fees will be due on the effective date of termination 15. LAW AND DISPUTES