Either party may cancel or terminate this Agreement by giving writing notice if the other party (i) becomes insolvent, is the subject of bankruptcy or administration proceedings that are not dismissed within ninety (90) days of filing or makes an assignment for the benefit of creditors, or (ii) materially breaches or defaults on any of such party’s obligations under this Agreement and fails to cure the breach or default within thirty (30) days after written notice describing the breach or default. Immediately upon expiration or any termination of this Agreement, Consultant shall promptly deliver, in a format acceptable to Company, all physical embodiments of the Work Product and all Proprietary Information and all copies thereof in Consultant’s possession or control. Sections 2, 5, 6, 7, 9 and 10 shall survive expiration and any termination of this Agreement.