Upon a breach of this Agreement, the non-breaching party may terminate this Agreement and Consultant’s consultancy hereunder upon five (5) days’ prior written notice to the other party. The Consultation Period shall also terminate automatically upon the death or disability of Consultant. In the event of any such termination, Consultant shall be entitled to payment of Consulting Fees earned and Expenses incurred prior to the effective date of termination, subject to the limitation on reimbursement of Expenses set forth in Section 4.2. Such payments shall constitute full settlement of any and all claims of Consultant of every description against the Company arising from or in connection with the Consulting Agreement, Consultant’s affiliation with the Company as an independent contractor, and vesting of Consultant’s stock options and restricted stock units tied to service under the Consulting Agreement (i.e. such options and restricted stock units shall cease to vest). For purposes of clarity, the Company may terminate this Agreement and the Consultant’s consultancy hereunder, effective immediately upon notice to Consultant, if Consultant breaches or threatens to breach any provision of Articles 6 or 8 hereunder or any provisions of the “Non-Competition Agreement” or “Non-Disclosure Agreement” (each as defined below). The following provisions shall survive expiration or termination of this Agreement: Articles 8, 10, 12, 13, 14, 15, 16 and 17.