for compliance with the obligations of Garman hereunder. (b) Garman hereby grants to Sparkling, a perpetual, fully paid, non-exclusive license entitling Sparkling to use and reproduce the Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the Codes, the Software or any part thereof, limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Software as required pursuant to this Agreement. The parties acknowledge that the bankruptcy of Garman shall not prevent Sparkling's continued use of the Work or the Codes in accordance with United States Bankruptcy Code section 365(n) or any similar provisions in any jurisdiction. 17. TERM AND TERMINATION (a) This Agreement and the license granted under this Agreement shall remain in effect perpetually as long as fees are paid by Sparkling in accordance with the Fee Schedule and the Agreement is not otherwise terminated in accordance with this Section. (b) Sparkling may terminate this Agreement at any time upon ninety (90) calendar days written notice to Garman. If Sparkling terminates this Agreement pursuant to this Section 17(b), Sparkling shall cease using the Software at the end of the ninety (90) day notice period, and shall certify to Garman within thirty (30) calendar days of termination that Sparkling has destroyed or has returned to Garman all Software, Documentation and Codes. (c) If either party: (1) makes an assignment in bankruptcy or is adjudicated a bankrupt; (2) makes a general assignment for the benefit of its creditors; (3) has a receiver, administrator or manager of its property, assets or undertaking appointed in such circumstances as would in