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18.13 TERM AND TERMINATION
18.13.1 The term of this Agreement will commence on the Effective Date and will remain in effect until expiration of
Customer's subscription licenses, if applicable, or until termination in accordance with Section 13.2.
18.13.2 This Agreement and the license and rights granted to Customer under this Agreement will automatically
terminate without notice to Customer if (i) Customer assigns the license for the benefit of creditors; (ii)
Customer admits in writing its inability to pay debts as they mature; (iii) a trustee or receiver is appointed
for a substantial part of Customer's assets; (iv) a bankruptcy proceeding is instituted against Customer
which is acquiesced in and is not dismissed within sixty (60) days, or results in an adjudication of
bankruptcy; or (v) Customer breaches the license granted in Section 3 or breaches any of the restrictions
of Section 4.
18.13.3 Without prejudice to any other rights, Radiodetection may terminate this Agreement if Customer fails to
comply with any term or condition of this Agreement.
18.13.4 Upon termination of this Agreement, Customer shall return the Software and the Documentation, including
all copies and, if requested, certify in writing to Radiodetection the return. Customer is bound by all
obligations incurred prior to the termination; however, all of Radiodetection's obligations will automatically
terminate upon termination. Radiodetection is under no obligation to refund any monies because of
termination. These termination rights are in addition to all other rights and remedies available to
Radiodetection.
18.14 GENERAL
18.14.1 Neither the execution of this Agreement or anything in it, or the Software, shall be construed as providing
nor implying any arrangement or understanding that Radiodetection will make any purchase, lease,
examination or test of, or give any approval with respect to, any product or service.
18.14.2 Customer may not assign, in whole or in part, this Agreement, or any license, rights or obligations granted,
to any Third Party, including without limitation, any subsidiary, affiliate or entity owned or controlled by
Customer, or pursuant to any merger, consolidation or other Customer reorganization, without the prior
written consent of Radiodetection.
18.14.3 The failure of either party at any time to enforce any of the provisions of this Agreement or any right under
this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the
provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either party
to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or
prejudice the exercising of the same or any other right or option under this Agreement.
18.14.4 This Agreement must be construed and enforced according to the laws applicable in the province of
Quebec, Canada, without regards to its conflict of laws provisions. The parties specifically exclude the
application of the United Nations Convention on Contracts for the International Sale of Goods and the
Uniform Computer Information Transactions Act.
18.14.5 If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder
of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on
the parties, provided that such holding of invalidity or unenforceability does not materially affect the essence
of the Agreement.
18.14.6 Customer agrees to comply with all applicable laws. Specifically, Customer will comply with all applicable
export and import control laws and regulations of the United States and any foreign jurisdiction in which the
Software is used and, in particular, Customer will not export or re-export the Software without all required
United States and foreign government licenses. Customer acknowledges and understands that the
Software contains encryption technology that may require an export license from the U.S. State Department
when exported or re-exported to government end-users, Internet or telecommunications service providers
providing services specific to government end-users. Export of the Software to certain countries is
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© 2020 Radiodetection Ltd
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