(1) This Agreement shall continue for 2 years and continue on an automatically renewed basis unless 3 months notice has been provided by Jonathan Martínez to the Organisation before the end of the initial 2 year term.
(2) Either party may terminate this Agreement forthwith in writing to the other if:
(a) the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
(b) the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
(c) the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
(d) the other party ceases to carry on its business or substantially the whole of its business; or
(e) the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
(3) Either party may otherwise terminate this Agreement by providing 60 days' notice in writing, provided always that termination will not take effect until the Organisation agrees termination in writing.
(4) This Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement, as at the date of termination.
(5) If the Organisation shall terminate this Agreement, the Organisation shall (without prejudice to any other action it may take) have the right to withhold any monies then remaining unpaid to Jonathan Martínez on account of any loss or damage suffered by the Organisation and the termination of this Agreement shall be without prejudice to any of the Organisation's rights.
(6) If the Organisation does not act upon any breach immediately, Jonathan Martínez should not assume that the Organisation has waived any rights as to enforceability or to seek redress, unless they have expressly stated that in writing.