1. Termination
   1. Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. [PARTY A] May Terminate for Material Breach . [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

1. Termination
   1. Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].
   2. Termination for Material Breach . [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.
   3. Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. any of the conditions to [PARTY B]'s performance have> not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and
      2. such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.
   4. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.
   5. Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if
      1. there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or
      2. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

1. Termination
   1. Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].
   2. Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.
   3. Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.
   4. Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

1. Termination by [PARTY B]
   1. Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].
   2. Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. [PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.
   3. Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

1. Termination
   1. Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].
   2. Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. [PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.
   3. Termination for Insolvency. If [PARTY A] [becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.
   4. Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

1. Termination
   1. Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. [PARTY B] May Terminate for Material Breach . [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. [PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

1. Termination
   1. Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].
   2. Termination for Material Breach . [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. [PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.
   3. Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. any of the conditions to [PARTY A]'s performance have> not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and
      2. such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.
   4. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.
   5. Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if
      1. there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or
      2. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

1. At-Will Termination. Either party may terminate this agreement with immediate effect by delivering notice to the other party.

1. Termination
   1. Termination by [PARTY A] . [PARTY A] may terminate this agreement with immediate effect if
      1. [PARTY B] breaches this agreement,
      2. [PARTY A] notifies [PARTY B] of the breach,
      3. [PARTY B] does not cure its breach within [CURE PERIOD DAYS] days after receiving the notice.
   2. Termination by [PARTY B] . [PARTY B]   may   terminate   this  a greement with immediate effect if
      1. [PARTY A]  breaches this a greement,
      2. [PARTY B]  notifies  [PARTY A]   of the  breach,  
      3. [PARTY A] does not cure its breach within  [CURE PERIOD DAYS]  days after   receiving  the  notice,   and
      4. the   parties agree   in   writing   that,  in   light   of   relevant   factors   such   as   the   nature   and   scope   of   [PARTY B]'s obligations,  it is feasible to   terminate   this  a greement .  
   3. Notice to Secretary . If   the   parties determine   that it is not feasible to   terminate the agreement under paragraph [TERMINATION BY PARTY B],  [PARTY B]   may   report   the   material breach   or   violation   to   the  s ecretary of health and human services , provided   that  
      1. at least 15  days   before  [PARTY B] gives that proposed  report  to the secretary , [PARTY B]   furnishes   [PARTY A]   with   a   copy   of   the proposed   report,   and  
      2. if   [PARTY A]   elects   to   prepare   a   written explanation   or   statement , [PARTY B]   encloses  that explanation or statement   in it s   submission   to   the  s ecretary.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach . [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

1. Termination
   1. Termination by [PARTY A] . [PARTY A] may terminate this agreement   with immediate effect if [PARTY B] s breaches any part of this agreement.
   2. Termination by [PARTY B] . [PARTY B] may terminate this agreement if you uninstall, discontinue use of, and destroy your copies of the Licensed Software, effective when [PARTY B] delivers notice that it has done so.

1. Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations.
   3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

1. Termination
   1. [PARTY A]'s Termination For Cause. [PARTY A] may terminate this agreement with immediate effect for Cause, by [delivering notice of the termination to the other party].
   2. [PARTY A]'s Termination Without Cause. [PARTY B] may terminate [PARTY B]'s employment without Cause, by giving [PARTY B] at least 90 Business Days' notice.
   3. [PARTY B]'s Termination For Good Reason. [PARTY B] may terminate this agreement for Good Reason, effective within 90 days of the date [PARTY B] first had actual knowledge of the first event or condition [PARTY B] believes is Good Cause, if
      1. it delivers to [PARTY A] written notice specifically describing the events or conditions [PARTY B] is relying on to satisfy the requirements of Good Reason, and
      2. as of the 30th day following the date notice is delivered to [PARTY A], it has not corrected such events or conditions in all material respects.
   4. [PARTY B]'s Termination Without Good Reason
      1. During First Year of Agreement. Through the first anniversary of the Effective Date of this agreement, [PARTY B] may terminate this agreement without Good Reason, by giving [PARTY A] at least six months' notice.
      2. After First Year of Agreement. After the first anniversary of the Effective Date of this agreement, [PARTY B] may terminate this agreement without Good Reason, by giving [PARTY A] at least three months' notice.
      3. Cooperation. In the event [PARTY B] terminates this agreement without Good Reason, following such notice of termination of employment, [PARTY B] shall cooperate with [PARTY A] in good faith and to the fullest extent possible during the notice period in the transition of his duties and responsibilities to such other officer as [PARTY A] may designate on [PARTY A]'s reasonable request.
   5. Termination on Death. This agreement will automatically terminate on the date of [PARTY B]'s death.
   6. Termination on Disability. If [PARTY B] becomes Disabled, either party may terminate this agreement with immediate effect, [by delivering notice of the termination to the other party].]
   7. Termination for Change in Control. If there is a Change in Control, either party may terminate this agreement on [NOTICE PERIOD] Business Days' notice to the other party.
   8. Definitions
      1. Cause
         1. Cause Definition. "Cause" means, for purposes of this agreement, any of the following:
            1. [PARTY B]'s conviction for any felony or other serious crimes,
            2. [PARTY B]'s material breach of any of the terms of the agreement or any other written agreement or material [PARTY A] policy to which [PARTY B] and [PARTY A] are parties or are bound, if such breach is willful and continues for a period of [CURE PERIOD] days after written notice of the breach to [PARTY B],
            3. [PARTY B]'s wrongful misappropriation of any of [PARTY A]'s, or [PARTY A]'s clients', money, assets, or other property,
            4. [PARTY B]'s willful actions or omissions which subject either party to censure by the Securities and Exchange Commission as described in and pursuant to Section 203(e) or 203(f) of the Investment Advisers Act of 1940 or Section 9(b) of the Investment Company Act of 1940, or to censure by a state securities administrator pursuant to applicable state securities Laws,
            5. [PARTY B]'s commission of fraud or gross moral turpitude, or
            6. [PARTY B]'s continued willful failure to substantially perform its duties under this agreement after receipt of written notice thereof and an opportunity to so perform.
         2. Cause Determination
            1. Vote. Cause will be determined by the affirmative vote of at least 75% of the members of the Board (excluding [PARTY B], if it is a Board member, and excluding any member of the Board involved in events leading to the Board's consideration of terminating [PARTY B] for Cause).
            2. Notice and Opportunity to Appear. [PARTY A] will give [PARTY B],
               1. 30 Business Days' written notice of the Board meeting at which Cause will be decided (which notice will be deemed to be notice of the existence of Cause if Cause is then found to exist by the Board), and
               2. opportunity, prior to the vote on Cause, to appear before the Board, with or without counsel at [PARTY B]'s election, to present arguments on its behalf.
            3. Contents of Notice and Notice Period. The notice to [PARTY B] of the Board meeting will include a description of the specific reasons for such consideration of Cause. During the notice period described herein, [PARTY A] will not be prevented or delayed in its ability to enforce any restrictive covenants or obligations in this agreement.
      2. Disabled
         
         1. Disabled Definition. "Disabled" means, for purposes of this agreement, that [PARTY B] has any medically-determinable physical or mental impairment that has lasted for a period of at least six-months of any 12-month period, and that renders [PARTY B] unable to perform its essential functions required under the agreement.
         2. Disabled Determination. Determination that [PARTY B] is disabled will be made by written certification from a physician mutually selected by the parties; provided that if the parties cannot agree on appointing such physician, the determination will be made by a panel of physicians consisting of one physician selected by [PARTY A], one physician selected by [PARTY B], and a third physician jointly selected by those two physicians.
      3. Good Reason Definition. "Good Reason" includes, for the purposes of this agreement
         1. any material breach by [PARTY A] of this agreement (including any reduction in the Base Salary),
         2. any material adverse change in [PARTY B]'s status, position, or responsibilities, including a change in its reporting relationship (including, to the extent [PARTY B] reports to the Board, such a change that results in it no longer reporting to the Board) or if [PARTY A] becomes a wholly-owned subsidiary of another company, [PARTY B] serves only as an officer of the subsidiary company,
         3. assignment of duties to [PARTY B] that are materially inconsistent with its position and responsibilities described in this agreement,
         4. [PARTY A]'s failure to assign this agreement to a successor, or failure of any such successor to explicitly assume and agree to be bound by this agreement, or
         5. [PARTY A] requiring [PARTY B] to be principally based at any office or location more than [40] miles from [PARTY A]'s current offices in [CITY, STATE].
      4. Willful Definition. For purposes of this section [TERMINATION], [PARTY B]'s act or failure to act will not be considered willful if it is done, or omitted to be done, in good faith and with a reasonable belief that the action or omission was in [PARTY A]'s best interests.

1. Termination
   1. Conditional Right to Terminate. [PARTY A] may terminate this plan without notice to or consent of any Participant, unless termination would adversely affect a Participant's vested benefits.
   2. Distribute Benefits on Termination. If this plan[, or any other plan required to be aggregated with it under Section 409A of the Code,] is terminated,[PARTY A] shall
      1. distribute to each Participant the full amount of their Participant Account in a lump sum between the 13th month and the 24th month after the termination, or
      2. adopt a new similar retirement plan or other arrangement that would have been required to be aggregated with this plan under Section 409A.
   3. Termination After Change of Control. If a Change of Control happens that results in [PARTY A] paying benefits to Participants, this plan will automatically terminate immediately after [PARTY A] pays those benefits.

1. Termination of Forbearance
   1. Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect, by delivering notice of the termination to [PARTY A] , if
      1. [PARTY A]  fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B]  delivers notice to [PARTY A]  reasonably detailing the breach.
   2. Termination for Default. [PARTY B] may terminate this agreement with immediate effect if there is any Event of Default, other than the Existing Default [or Prospective Defaults] , by delivering notice of the termination to [PARTY A] .

1. Termination
   1. Termination by [PARTY B] For Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.
   2. Termination by [PARTY A]
      
      1. Termination by [PARTY A] for Material Breach With Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
         1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
         2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.
      2. Termination by [PARTY A] Without Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B] if [PARTY B]
         1. fails to pay any amounts it owes to [PARTY A] under this agreement [three] separate time over the preceding [12] months,
         2. loses the right to occupy the Franchise Location, or
         3. is convicted of a felony.
   3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect, by delivering notice of the termination to the party.

1. Termination . This agreement will terminate when the Secured Obligations have been fully paid, performed, and satisfied.

1. Termination . This agreement will terminate on the earlier of the Business Day
   1. immediately before the closing of  an Acquisition , or
   2. that is [five] years following the closing of a Qualified IPO.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement or any Statement of Work for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach
      
      1. Termination of Statements of Work . Each party may terminate a Statement of Work with immediate effect by delivering notice of the termination to the other party, if
         1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations specifically related to that Statement of Work or the relevant [DELIVERABLE], and
         2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
      2. Termination of Agreement for Material Breach. Each party may terminate any Statement of Work with immediate effect by delivering notice of the termination to the other party, if
         1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations in this agreement or any Statement of Work,
         2. [the failure, inaccuracy, or breach] is serious enough to materially harm or otherwise reduce the value of this entire agreement, not just any particular Statement of Work, and
         3. the failure, inaccuracy, or breach continues for a period of BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
   4. Termination for Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by delivering notice of the termination to [PARTY B], if [PARTY B] fails to pay Compensation on time [three] times over any 12 month period.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach . Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

there is a material breach, inaccuracy in, or failure to perform of any of the other party's representations, warranties, covenants, or obligations,

the breach, inaccuracy, or failure to perform continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach, and

the injured party is not in breach of this agreement itself.

Termination for Failure of Conditions. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent listed in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by the Outside Date, and either

such non-fulfillment was not due to the failure of the injured party to perform or comply with any  of its representations, warranties, covenants, or conditions,  or

any of the conditions specifically applicable to the other party have  not have been, or it becomes apparent that any such conditions will not be, fulfilled by the outside date .

Termination for Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination for Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination for Superior Proposal. [PARTY B] may terminate this agreement to enter into a definitive agreement relating to a Superior Proposal under section [NON-SOLICITATION AND ALTERNATIVE PROPOSALS], provided that [PARTY has paid the relevant termination fees listed in section [TERMINATION].

Termination for Failure to Become Effective. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the Merger does not become effective by the Outside Date, and

such failure was not due to the failure of the party attempting to terminate to perform or comply with any  of its representations, warranties, covenants, or conditions.

Termination for Lack of Shareholder Approval .  Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the [PARTY B] Shareholder Approval is not obtained by the Outside Date, and

the  failure  to obtain the [PARTY B] Shareholder Approval was not due to the failure of the party attempting to terminate to perform or comply with any  of its representations, warranties, covenants, or conditions.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either
      1. any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and
      2. such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or
      3. any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].
   4. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
   5. Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if
      1. there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or
      2. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

1. Termination
   1. Termination Because of Material Breach . Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   2. Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

1. Termination
   1. Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
   4. Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to the other party.

1. Termination
   1. Termination by [PARTY B]. [PARTY B] may remove the Proxy with or without cause by delivering notice to [PARTY A].
   2. Proxy Resignation. The Proxy may at any time resign with immediate effect by delivering notice to each party.

1. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Failure to Pay. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B] if [PARTY B] fails to pay the monthly Subscription Fee on time [three] times over any 12 month period. 

1. Termination
   1. Termination on Notice . Customer may terminate this agreement for any reason on 30 days’ notice to Company.
   2. Termination for Material Breach . Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Failure to Pay . Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month period. 

1. Termination by [PARTY A]
   1. Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].
   2. Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
      1. [PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, including if [PARTY B]
         1. fails to adequately develop and commercialize the [Licensed Goods / Licensed Software / Licensed Methods] under section [DEVELOPMENT AND COMMERCIALIZATION],
         2. uses [Licensed Goods / Licensed Software / Licensed Methods] in any way that violates this agreement, including any of [PARTY A]'s plans or policies under this agreement, or
         3. otherwise exceeds the rights granted under the [DELIVERABLE], and
      2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.
   3. Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

1. Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

1. Amendment or Termination
   1. Amendment
      1. Right of Administrator to Amend, Suspend or Terminate Plan
         1. The Administrator may amend, suspend, or terminate this plan, or any part of this plan, for any reason.
         2. If this plan is terminated, the Administrator may elect to
            1. terminate all outstanding Offering Periods either immediately or on completion of the purchase of shares of [PARTY A] common stock on the next Exercise Date (which the Administer may re-schedule to be sooner than originally scheduled), or
            2. permit Offering Periods to expire according to their terms (and subject to any adjustment in connection with section [ADJUSTMENTS]).
      2. Consequences of Early Termination of Offering Period. If Offering Periods are terminated before expiration, [PARTY A] shall promptly return to Participants all amounts then credited to Participants' accounts that have not been used to purchase shares of Common Stock (without interest, except as otherwise required under local Laws).
   2. Termination and Return of Payroll Deductions
      1. Termination . This plan and all rights of Employees under an Offering under this plan will terminate
         1. on the date
            1. Participants' accumulated payroll deductions in connection with section [PAYROLL DEDUCTIONS] are sufficient to purchase a number of shares equal to or greater than the number of shares remaining available for purchase, and
            2. all such available shares have been purchased (if the number of shares so purchasable is greater than the shares remaining available, the Committee shall allocate the available shares among such Participants as it deems equitable), or
         2. at any time at the Board's discretion.
      2. Return of Payroll Deductions. On the termination of this plan, [PARTY A] shall promptly refund all Participants' accumulated payroll deductions not applied to the purchase of shares under this plan.
   3. Changes without Stockholder Consent. Without shareholder consent and without regard to whether any Participant's rights may be considered to have been adversely affected, the Board or Committee may 
      1. change the Offering Periods,
      2. limit the frequency or number of changes in the amount withheld during an Offering Period,
      3. establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars,
      4. permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in [PARTY A]'s processing of properly completed withholding elections,
      5. establish reasonable waiting and adjustment periods or accounting and crediting procedures to ensure that amounts applied toward the purchase of its common stock for each Participant properly correspond with amounts withheld from the Participant's Compensation, and
      6. establish such other limitations or procedures as the Board or Committee determines advisable which are consistent with this plan.
   4. Changes for Financial Accounting
      1. Administrator's Discretion to Make Changes . In the event the Administrator determines that the ongoing operation of this plan may result in unfavorable financial accounting consequences, the Administrator may, to the extent necessary or desirable, modify, amend, or terminate this plan to reduce or eliminate such accounting consequence including,
         1. amending this plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor to it), including in connection with an Offering Period underway at the time,
         2. altering the Purchase Price for any Offering Period, including a Offering Period underway at the time of the change in Purchase Price,
         3. shortening any Offering Period by setting a New Exercise Date, including a Offering Period underway at the time of the Administrator action,
         4. reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions, and
         5. reducing the maximum number of shares of [PARTY A] common stock a Participant may purchase during any Offering Period.
      2. No Stockholder or Participant Approval or Consent Required. The Administrator may modify or amend this plan under this paragraph [CHANGES FOR FINANCIAL ACCOUNTING] without stockholder approval or Participant consent.