AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE
MATERIAL, BARGAINED FOR BASES OF THIS
AGREEMENT AND THAT THEY HAVE BEEN TAKEN
INTO ACCOUNT AND REFLECTED IN DETERMINING
THE CONSIDERATION TO BE GIVEN BY EACH PARTY
UNDER THIS AGREEMENT AND IN THE DECISION BY
EACH PARTY TO ENTER INTO THIS AGREEMENT.
Section 9 Non-Assignment.
Neither Party may assign or transfer this Agreement
or any interest therein directly or indirectly, by
operation of law or otherwise, without the prior
written consent of the other Party, which shall not be
unreasonably withheld; provided, however, that TT
may assign or transfer this Agreement or any interest
therein to an affiliate or a successor to all or
substantially all of its business or assets, whether
through an acquisition, merger, change of control, or
otherwise. Any attempted assignment or transfer in
violation of this Section shall be void and without
effect.
Section 10 Term; Termination.
10.1 Term. This Agreement will commence upon the
Effective Date and continue in effect for a period of
365 days, unless earlier terminated as set forth herein
(“initial Term’). Unless terminated earlier as
permitted herein, the Agreement will be extended
automatically for up to two (2) successive additional
terms of 365 days at the end of the Initial Term and
the first renewal term (collectively, the “Term’”).
10.2 Termination. Either Party may elect not to renew
this Agreement by giving written notice to the other
Party at least 20 days prior to the end of the then
current (initial or renewal) term. Either Party may
terminate this Agreement for any reason or no reason
upon 30 days’ written notice to the other Party at the
Token Transit, Inc. CONFIDENTIAL
v. 02/18/2018
address listed above, or immediately upon notice of
any breach by the other Party of the provisions of this
Agreement. Upon termination, the license granted
hereunder will terminate and Agency shall
immediately return or, at TT’s election permanently
destroy, all software, Confidential Information,
including any Rider Data, and all copies and extracts
of the foregoing.
10.3 Qbligations to Agency's Riders Upon
Termination. Upon termination or expiration of this
Agreement (a) TT shall terminate the right of the
Agency’s Riders to purchase any new fares on
Agency’s transit service and (b) TT and Agency shall
each keep active the right of customers to activate
and use existing pre-purchased but unused Digital
Fares for a period of 120 days from the expiration or
termination date of this Agreement. For the
avoidance of doubt, TT shall have no obligation to
support pre-purchased Digital Fares for more than
120 days after termination or expiration of this
Agreement regardiess of Agency’s policy.
Section 11 Generai
11.1 Applicable Law. This Agreement shall
become effective only upon its execution by both TT
and Agency and it shall be governed by and construed
in accordance with the laws of the State of New
Hampshire without regard to the conflicts of laws
provisions therein. The jurisdiction and venue for
actions related to then subject matter of this
Agreement shall be the Hillsborough County South
Superior Court located in Nashua NH, and each Party
hereby submits to the personal jurisdiction of such
courts.
11.2 Attorneys’ Fees. intentionally removed.
11.3 Severability. In the event that any of the
