19. Indemnities against Infringement of Intellectual Property

  1. The Contractor shall indemnify AGPLUS against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any copyright, patent, registered design or other intellectual property right used by or on behalf of the Contractor for the purpose of performance of the Contract, provided that any such infringement or alleged infringement is not knowingly caused by, or contributed to, by any act of AGPLUS.
  2. AGPLUS shall indemnify the Contractor against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason or any infringement or alleged infringement of any copyright, patent, registered design or other intellectual property right used at the request of AGPLUS by the Contractor in the performance of the Contract.

20. Break

AGPLUS shall, in addition to its rights under any other terms of the Contract, have the right to terminate the Contract at any time by giving the Contractor written notice to expire at the end of the period of notice specified for the purpose of this Condition in the Contract or, if no such period is specified, at the end of one (1) month. Such termination shall be without prejudice to the rights of the Parties accrued prior to the date of termination. In the event of such termination:

  1. AGPLUS shall indemnify the Contractor against commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of such termination; and
  2. AGPLUS shall not be liable to make any payment under this Condition which, when taken together with any sums paid or due or becoming due to the Contractor under the Contract, shall exceed such total sum as would have been payable under the Contract if the Articles and/or the Services had been delivered and/or performed in accordance with the terms of the Contract.

21. Termination for Breach

Either Party shall have the right to terminate the Contract by written notice to the other Party if the other Party is in breach of any of the terms of the Contract and such breach shall not have been remedied to the satisfaction of the aggrieved Party within a period of thirty (30) days of written notification of such breach. Such termination shall be without prejudice to the rights of the Parties accrued prior to the date of termination.

22. Termination for Insolvency

AGPLUS may, without compensation to the Contractor, terminate the Contract at any time by written notice to the Contractor if the Contractor:

  1. being an individual (or, where the Contractor is a firm, any partner in that firm), (i) becomes bankrupt, or (ii) has a receiving order or administration order made against him, or (iii) makes any composition or arrangement with or for the benefit of his creditors, or (iv) makes any conveyance or assignment for the benefit of his creditors or purports to do so, or (v) any application is made against him under any bankruptcy act for sequestration of his estate, or
  2. being a company, (i) is the subject of a proposal for a voluntary arrangement, or (ii) has a petition for an administration order or a petition for a winding up order brought against it, or (iii) passes a resolution for a winding up order, or (iv) makes any composition, arrangement, conveyance or assignment for the benefit of its creditors or purports to do so, or (v) has a receiver or any other person appointed in respect of its undertaking or of all or any of its property, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to AGPLUS.