Either party may terminate this Agreement for cause: (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period (“Uncured Material Breach”), or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by you due to our Uncured Material Breach, we will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by us for your Uncured Material Breach, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.