Common use of Consequences of suspension, ending and expiry Clause in Contracts

Consequences of suspension, ending and expiry. 19.1 If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. 19.2 Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the Ordered G-Cloud Services until the dates set out in the notice. 19.3 The rights and obligations of the Parties will cease on the Expiry Date or End Date (whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. 19.4 Ending or expiry of this Call-Off Contract will not affect: ● any rights, remedies or obligations accrued before its Ending or expiration ● the right of either Party to recover any amount outstanding at the time of Ending or expiry ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges); 8 (Recovery of sums due and right of set-off); 9 (Insurance); 10 (Confidentiality); 11 (Intellectual property rights); 12 (Protection of information); 13 (Buyer data);19 (Consequences of suspension, ending and expiry); 24 (Liability); incorporated Framework Agreement clauses: 4.2 to 4.7 (Liability); 8.42 to 8.48 (Conflicts of interest and ethical walls) and 8.92 to 8.93 (Waiver and cumulative remedies) ● any other provision of the Framework Agreement or this Call-Off Contract which expressly or by implication is in force even if it Ends or expires 19.5 At the end of the Call-Off Contract Term, the Supplier must promptly: ● return all Buyer Data including all copies of Buyer software, code and any other software licensed by the Buyer to the Supplier under it ● return any materials created by the Supplier under this Call-Off Contract if the IPRs are owned by the Buyer ● stop using the Buyer Data and, at the direction of the Buyer, provide the Buyer with a complete and ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 calendar months after the End or Expiry Date, and provide written confirmation to the Buyer that the data has been securely destroyed, except if the retention of Buyer Data is required by Law ● work with the Buyer on any ongoing work ● return any sums prepaid for Services which have not been delivered to the Buyer, within 10 Working Days of the End or Expiry Date 19.6 Each Party will return all of the other Party’s Confidential Information and confirm this has been done, unless there is a legal requirement to keep it or this Call-Off Contract states otherwise. 19.7 All licences, leases and authorisations granted by the Buyer to the Supplier will cease at the end of the Call-Off Contract Term without the need for the Buyer to serve notice except if this Call-Off Contract states otherwise.

Consequences of suspension, ending and expiry. 19.1 If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. 19.2 Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the Ordered G-Cloud Services until the dates set out in the notice. 19.3 The rights and obligations of the Parties will cease on the Expiry Date or End Date (whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. 19.4 Ending or expiry of this Call-Off Contract will not affect: ● : 19.4.1 any rights, remedies or obligations accrued before its Ending or expiration ● expiration 19.4.2 the right of either Party to recover any amount outstanding at the time of Ending or expiry ● expiry 19.4.3 the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses ● 7 (Payment, VAT and Call-Off Contract charges); ) ● 8 (Recovery of sums due and right of set-off); ) ● 9 (Insurance); ) ● 10 (Confidentiality); ) ● 11 (Intellectual property rights); ) ● 12 (Protection of information); ) ● 13 (Buyer data);19 data) ● 19 (Consequences of suspension, ending and expiry); ) ● 24 (Liability); incorporated Framework Agreement clauses: 4.2 to 4.7 (Liability); 8.42 ) ● 8.44 to 8.48 8.50 (Conflicts of interest and ethical walls) and 8.92 ● 8.89 to 8.93 8.90 (Waiver and cumulative remedies) ● ) 19.4.4 any other provision of the Framework Agreement or this Call-Off Contract which expressly or by implication is in force even if it Ends or expires 19.5 At the end of the Call-Off Contract Term, the Supplier must promptly: ● : 19.5.1 return all Buyer Data including all copies of Buyer software, code and any other software licensed by the Buyer to the Supplier under it ● it 19.5.2 return any materials created by the Supplier under this Call-Off Contract if the IPRs are owned by the Buyer ● Buyer 19.5.3 stop using the Buyer Data and, at the direction of the Buyer, provide the Buyer with a complete and ● uncorrupted version in electronic form in the formats and on media agreed with the Buyer 19.5.4 destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 calendar months after the End or Expiry Date, and provide written confirmation to the Buyer that the data has been securely destroyed, except if the retention of Buyer Data is required by Law ● Law 19.5.5 work with the Buyer on any ongoing work ● work 19.5.6 return any sums prepaid for Services which have not been delivered to the Buyer, within 10 Working Days of the End or Expiry Date 19.6 Each Party will return all of the other Party’s Confidential Information and confirm this has been done, unless there is a legal requirement to keep it or this Call-Off Contract states otherwise. 19.7 All licences, leases and authorisations granted by the Buyer to the Supplier will cease at the end of the Call-Off Contract Term without the need for the Buyer to serve notice except if this Call-Off Contract states otherwise.

Consequences of suspension, ending and expiry. 19.1 If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. 19.2 Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the Ordered G-Cloud Services until the dates set out in the notice. 19.3 The rights and obligations of the Parties will cease on the Expiry Date or End Date (whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. 19.4 Ending or expiry of this Call-Off Contract will not affect: ● : 19.4.1 any rights, remedies or obligations accrued before its Ending or expiration ● expiration 19.4.2 the right of either Party to recover any amount outstanding at the time of Ending or expiry ● expiry 19.4.3 the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses • 7 (Payment, VAT and Call-Off Contract charges); ) • 8 (Recovery of sums due and right of set-off); ) • 9 (Insurance); ) • 10 (Confidentiality); ) • 11 (Intellectual property rights); ) • 12 (Protection of information); ) • 13 (Buyer data);19 data) • 19 (Consequences of suspension, ending and expiry); ) • 24 (Liability); incorporated Framework Agreement clauses: 4.2 to 4.7 (Liability); 8.42 ) • 8.44 to 8.48 8.50 (Conflicts of interest and ethical walls) and 8.92 • 8.89 to 8.93 8.90 (Waiver and cumulative remedies) ● ) 19.4.4 any other provision of the Framework Agreement or this Call-Off Contract which expressly or by implication is in force even if it Ends or expires 19.5 At the end of the Call-Off Contract Term, the Supplier must promptly: ● : 19.5.1 return all Buyer Data including all copies of Buyer software, code and any other software licensed by the Buyer to the Supplier under it ● it 19.5.2 return any materials created by the Supplier under this Call-Off Contract if the IPRs are owned by the Buyer ● Buyer 19.5.3 stop using the Buyer Data and, at the direction of the Buyer, provide the Buyer with a complete and ● uncorrupted version in electronic form in the formats and on media agreed with the Buyer 19.5.4 destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 calendar months after the End or Expiry Date, and provide written confirmation to the Buyer that the data has been securely destroyed, except if the retention of Buyer Data is required by Law ● Law 19.5.5 work with the Buyer on any ongoing work ● work 19.5.6 return any sums prepaid for Services which have not been delivered to the Buyer, within 10 Working Days of the End or Expiry Date 19.6 Each Party will return all of the other Party’s Confidential Information and confirm this has been done, unless there is a legal requirement to keep it or this Call-Off Contract states otherwise. 19.7 All licences, leases and authorisations granted by the Buyer to the Supplier will cease at the end of the Call-Off Contract Term without the need for the Buyer to serve notice except if this Call-Off Contract states otherwise.

Consequences of suspension, ending and expiry. 19.1 If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. 19.2 Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the Ordered G-Cloud Services until the dates set out in the notice. 19.3 The rights and obligations of the Parties will cease on the Expiry Date or End Date (whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. 19.4 Ending or expiry of this Call-Off Contract will not affect: ● any rights, remedies or obligations accrued before its Ending or expiration ● the right of either Party to recover any amount outstanding at the time of Ending or expiry ● the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges); 8 (Recovery of sums due and right of set-set- off); 9 (Insurance); 10 (Confidentiality); 11 (Intellectual property rights); 12 (Protection of information); 13 (Buyer data);19 (Consequences of suspension, ending and expiry); 24 (Liability); incorporated Framework Agreement clauses: 4.2 to 4.7 (Liability); 8.42 to 8.48 (Conflicts of interest and ethical walls) and 8.92 to 8.93 (Waiver and cumulative remedies) ● any other provision of the Framework Agreement or this Call-Off Contract which expressly or by implication is in force even if it Ends or expires 19.5 At the end of the Call-Off Contract Term, the Supplier must promptly: ● return all Buyer Data including all copies of Buyer software, code and any other software licensed by the Buyer to the Supplier under it ● return any materials created by the Supplier under this Call-Off Contract if the IPRs are owned by the Buyer ● stop using the Buyer Data and, at the direction of the Buyer, provide the Buyer with a complete and uncorrupted version in electronic form in the formats and on media agreed with the Buyer ● destroy all copies of the Buyer Data when they receive the Buyer’s written instructions to do so or 12 calendar months after the End or Expiry Date, and provide written confirmation to the Buyer that the data has been securely destroyed, except if the retention of Buyer Data is required by Law ● work with the Buyer on any ongoing work ● return any sums prepaid for Services which have not been delivered to the Buyer, within 10 Working Days of the End or Expiry Date 19.6 Each Party will return all of the other Party’s Confidential Information and confirm this has been done, unless there is a legal requirement to keep it or this Call-Off Contract states otherwise. 19.7 All licences, leases and authorisations granted by the Buyer to the Supplier will cease at the end of the Call-Off Contract Term without the need for the Buyer to serve notice except if this Call-Off Contract states otherwise.