12.	TERM AND TERMINATION
12.1	Term.  This Agreement shall commence on the Effective Date and shall continue until this Agreement is terminated in accordance with this Section 12.
12.2	Termination for Convenience.  Customer may terminate the license for any Software or may terminate the Maintenance Services as of the then-next Anniversary Date upon 45 days’ prior written notice to Hy-Tek.  If Customer terminates the license for all of the Software, this Agreement shall terminate, unless the parties otherwise agree in writing.
12.3	Termination for Adverse Status.  Either party may terminate this Agreement upon 30 days’ prior written notice to the other party, if the other party ceases to carry on operations as contemplated by this Agreement, makes an assignment for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or becomes subject to any similar action in consequence of debt.
12.4	Termination for Default.  Failure by either party to comply with any material term or condition of this Agreement shall constitute default.  The non-defaulting party shall be entitled to give written notice to the defaulting party requiring it to cure the default.  The notice shall include a detailed description of the act or omission that constitutes default.  If (a) the defaulting party has not cured the default within 30 days after receipt of the notice, or (b) if the default is not reasonably curable within such 30 days, the defaulting party has not taken reasonable steps within such 30 days to cure the default and fails to work diligently thereafter to cure the default, the non-defaulting party may terminate this Agreement by giving written notice to take effect upon receipt.  If the default, by its nature, cannot be effectively cured (e.g., a breach of the obligations of Section 11 above), the non-defaulting party may terminate this Agreement immediately upon written notice to the defaulting party.  The right to terminate this Agreement is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
12.5	Additional Right.  In addition to the rights set forth in Paragraph 12.4 above, if Customer fails to pay any fees or charges due under this Agreement, except those disputed in good faith, for 60 days, or fails to carry out any other material obligation under this Agreement, Hy-Tek may, at its option, temporarily terminate the license for the Software and suspend the Professional Services and the Maintenance Services upon ten days’ prior written notice.  Unless this Agreement is terminated pursuant to Paragraph 12.4 above, upon Customer curing the default, Hy-Tek shall reinstate any temporarily terminated license and resume any suspended Professional Services and Maintenance Services.
12.6	Effect of Termination.  Upon termination of this Agreement, Customer shall cease all use of the Software and Documentation.  No termination of this Agreement shall release Customer from any obligation to pay Hy-Tek any amount that has accrued or become payable at or prior to the date of termination.  Neither the temporary termination of the Software licenses nor suspension of Professional Services or Maintenance Services pursuant to Paragraph 12.5 above shall release Customer from any obligation to pay Hy-Tek the fees for the Software, Professional Services, and Maintenance Services.  Customer shall not be entitled to any refund of any amounts paid to Hy-Tek as a result of a termination based on Customer’s adverse status or default.  Within ten days after the effective date of any termination, Customer shall return or destroy the Software, the Documentation, and all materials and media containing any other Hy-Tek Confidential Information, including any information, records, and materials developed on the basis of any Hy-Tek Confidential Information.  Customer shall promptly certify in writing to Hy-Tek that Customer has complied with the foregoing obligations and has discontinued all use of the Software and Documentation.  Notwithstanding the foregoing, Customer is not required to return or destroy any Confidential Information, other than the Software and the Documentation, stored solely in electronic form only as part of Customer’s disaster recovery or backup computer systems; however, Customer may not use such Confidential Information for any purpose.  Within ten days after the effective date of any termination, Hy-Tek shall return or destroy all materials or media containing any Customer Confidential Information, including any information, records, and materials developed on the basis of any Customer Confidential Information.  Hy-Tek shall promptly certify in writing to Customer that Hy-Tek has complied with the foregoing obligations.  Notwithstanding the foregoing, Hy-Tek is not required to return or destroy any Confidential Information stored solely in electronic form only as part of Hy-Tek’s disaster recovery or backup computer systems; however, Hy-Tek may not use such Confidential Information for any purpose.
13.	MISCELLANEOUS
13.1	Customer Reference.  Hy-Tek may list Customer’s name in Hy-Tek’s public customer list, corporate videos, company website, and general marketing collateral.  Hy-Tek may issue a general press release announcing Customer as a new client.  Upon successful implementation of the Software, Hy-Tek may produce a case study highlighting the installation and its use provided such case study has been presented to the Customer for any reasonable modification request by Customer.  Any other use of Customer’s name must be approved by Customer in writing.  Any other use of Customer’s name must be approved by Customer in writing.
13.2	Non-solicitation.  Each party shall refrain from soliciting for employment or employing, directly or indirectly, without the consent of the other party, any employee, consultant, or subcontractor of the other until 12 months have elapsed following termination of this Agreement, or until 12 months have elapsed following termination of the employment of the employee, consultant, or subcontractor, whichever occurs first.
13.3	Assignment.  Neither party may assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that this Agreement may be transferred without consent to a successor to all or substantially all of the assets and business of the transferring party that relate to the business segment of which this Agreement is a part.  Consent shall not be unreasonably withheld.  Subject to the restriction on transfer set forth in this Paragraph 13.3, this Agreement shall be binding upon and shall inure to the benefit of the parties' successors and assigns.
13.4	Excused Performance.  Neither party shall be liable for any delay in or failure of performance (excluding failure to make payments required by this Agreement) resulting from any cause or condition beyond its reasonable control, whether foreseeable or not.
13.5	Waiver.  The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach.  No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
13.6	Notices.  Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be in writing and personally delivered, or sent by telefax, email, courier, express or overnight delivery service, or by certified mail, postage prepaid, return receipt requested, to the address set forth in Section 1 above, or to such other address as shall be advised by any party to the other in writing.  Notices shall be effective as of the date of receipt.
13.7	Third-Party Beneficiaries.  Hy-Tek’s licensors, suppliers, and subcontractors shall be third-party beneficiaries under this Agreement for the limited purpose of protecting and enforcing their intellectual property rights to the extent that Hy-Tek fails to do so.
13.8	Dispute Resolution.  Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through mediation, shall be settled by binding arbitration in the Cincinnati, Ohio metropolitan area, administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules, including its Optional Rules for Emergency Measures of Protection.  The arbitrator(s) shall decide all discovery issues.  Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Neither party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except to the extent necessary in connection with a court action to enforce an arbitration award.  All fees and expenses of the arbitration shall be borne by the parties equally.  However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that the prevailing party shall be entitled to an award of reasonable attorney’s fees.
13.9	Governing Law.  This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Ohio, excluding its conflict of laws principles.
13.10	Provisions Severable.  The provisions of this Agreement are severable.  If any provision is held to be invalid, unenforceable, or void, the remaining provisions shall not as a result be invalidated.
13.11	Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement.  Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties.  This Agreement may not be amended except by a writing that specifically references this Agreement and is signed by an authorized representative of each party.  No non-officer representative of Hy-Tek shall be authorized to act or make any commitment for Hy-Tek except pursuant to written instructions made and signed by an officer of Hy-Tek.