Termination for Convenience. ​ may terminate this OEM Agreement at any time upon sixty (60) days written notice to Kx. Termination of this OEM Agreement by ​ shall in no way relieve ​ from its obligation to pay Kx any sums accrued or due prior to such termination. Specifically, ​ shall be obligated to make the annual ​ payment for the ​ payment year in which ​ terminates the OEM Agreement,

Termination for Cause. Either party may terminate this OEM Agreement at any time upon written notice to the other party if # the other party materially breaches any provision hereof and fails to cure such breach within thirty (30) days after receiving written notice of such breach, # the other party becomes insolvent, # the other party makes an assignment for the benefit of creditors, or # if there are instituted by or against the other party proceedings in bankruptcy, reorganization, receivership or dissolution and such proceeding is not stayed or dismissed within sixty (60) days. ​’s failure to pay any amount that is due to Kx hereunder within thirty (30) days after Kx gives ​ written notice of such non-payment shall be a material breach of this OEM Agreement. Provided further, however, except with respect to breaches arising out of: # ​’s failure to pay amounts due under this OEM Agreement; # distribution of the Licensed Software in violation of Section 4.2; or # other violations of Kx’s intellectual property rights, should ​ initiate a dispute of Kx’s termination of this OEM Agreement under [Section 14.3], Kx shall continue to issue license keys to the Licensed Software pursuant to Section 3 above until the earlier of the resolution of such dispute in Kx’s favor or six months from the date Kx could have terminated the OEM Agreement under the first sentence of this subsection.