</ol> </li> <li>TERMINATION <ol> <li>Termination With or Without Cause <ol> <li> <strong>Material Breach by Either Party.</strong> If either Party commits a material breach of this Agreement, the non- breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 10 days of the notice date, the non-breaching Party may immediately terminate this Agreement.</li> <li> <strong>