CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In the event of termination in accordance with Clause 10 the CLIENT shall reimburse the SERVICE PROVIDER any Charges incurred prior to termination which are wholly, reasonably and properly chargeable by the SERVICE PROVIDER in connection with the Contract. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss of profits suffered as a result of the termination. 11.2 Termination, or partial termination, or expiry in accordance with Clause 10 shall not prejudice or affect any right of action or remedy that shall have accrued or shall thereafter accrue to either party. 11.3 In the event of termination of the Contract for any reason: 11.3.1 the SERVICE PROVIDER shall return to the CLIENT all CLIENT Property and all CLIENT Data and other items belonging to the CLIENT in its possession; 11.3.2 subject to the payment of the appropriate portion of the Charges the SERVICE PROVIDER shall provide the CLIENT with a copy of all work undertaken to date (whether completed or not); and 11.3.3 the SERVICE PROVIDER shall at the CLIENT‟s request use reasonable endeavours to novate any agreements between the SERVICE PROVIDER and any third parties that are relevant to the receipt of the Ordered Services by the CLIENT. The CLIENT shall reimburse the SERVICE PROVIDER‟s reasonable expenses in effecting such novations subject to the SERVICE PROVIDER obtaining prior written approval of such expenses. 11.4 Upon expiry or termination for any reason, the SERVICE PROVIDER shall render reasonable assistance to the CLIENT (and any third parties appointed by the CLIENT) if requested, to the extent necessary to effect an orderly assumption of the Services. Where such assistance is required, the CLIENT shall reimburse the SERVICE PROVIDER for such assistance at the Fees that had prevailed for the same or similar services under the Contract. 11.5 The provisions of Clauses 1, 12, 13, 14, 15, 16, 18, 20, 23, 26, 29, 32 and 43 and the provisions of Schedule 2-1 shall survive the termination or expiry of this Contract.
Appears in 4 contracts
Samples: Contract, Contract for Legal Services, Contract for Legal Services
CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In On termination or expiry, of this Agreement for whatever reason:
11.1.1 all rights and licenses granted to the event Licensee pursuant to this Agreement shall terminate forthwith and the Licensee shall not use any of termination in accordance the Licensed IP for any purpose;
11.1.2 subject to the provisions of Clause 11.1.5 the Licensee shall procure that all sub-licenses of any of the Licensed IP shall terminate forthwith;
11.1.3 the Licensee shall co-operate with Clause 10 UCD and provide such assistance as is necessary to cancel all or any licences registered pursuant to this Agreement;
11.1.4 the CLIENT shall reimburse the SERVICE PROVIDER any Charges incurred prior to termination which are wholly, reasonably and properly chargeable by the SERVICE PROVIDER in connection with the Contract. The CLIENT Licensee shall not be liable reimbursed for any payments made pursuant to this Agreement, and shall pay any severance payment all outstanding payments properly accrued and/or payable to UCD up to and including the date of termination or compensation to the SERVICE PROVIDER for loss of profits suffered as a result expiry within [***] of the termination.
11.2 Termination, or partial termination, date of termination or expiry in accordance with Clause 10 shall not prejudice or affect any right of action or remedy that shall have accrued or shall thereafter accrue to either party.
11.3 In the event of termination of the Contract for any reason:
11.3.1 the SERVICE PROVIDER shall return to the CLIENT all CLIENT Property and all CLIENT Data and other items belonging to the CLIENT in its possession;
11.3.2 subject to the payment of the appropriate portion of the Charges the SERVICE PROVIDER shall provide the CLIENT with a copy of all work undertaken to date 6.1 (whether completed or notPayments); and
11.3.3 11.1.5 the SERVICE PROVIDER Licensee and any sub-licensee shall have the right to dispose of all stocks of the Products in its possession and all Products in the course of manufacture at the CLIENT‟s request use reasonable endeavours date of termination, provided that any sums payable pursuant to novate any agreements between the SERVICE PROVIDER and any third parties that are relevant to the receipt of the Ordered Services by the CLIENT. The CLIENT shall reimburse the SERVICE PROVIDER‟s reasonable expenses in effecting such novations subject to the SERVICE PROVIDER obtaining prior written approval of such expenses.
11.4 Upon expiry or termination for any reason, the SERVICE PROVIDER shall render reasonable assistance to the CLIENT (and any third parties appointed by the CLIENT) if requested, to the extent necessary to effect an orderly assumption of the Services. Where such assistance is required, the CLIENT shall reimburse the SERVICE PROVIDER for such assistance at the Fees that had prevailed for the same or similar services under the Contract.
11.5 The provisions of Clauses 1, 12, 13, 14, 15, 16, 18, 20, 23, 26, 29, 32 and 43 and the provisions of Schedule 2-1 Clause 6.1 (as if such stocks shall survive have been supplied at the termination date of termination) shall be received within a period of [***] following termination.
11.2 Termination or expiry of this ContractAgreement for whatever reason shall not extinguish or otherwise affect any obligations and/or rights of either Party to this Agreement which:
11.2.1 accrued prior to the date of termination or expiry; or
11.2.2 otherwise relate to or may arise at any future time from any breach or non-observance of obligations pursuant to this Agreement which arose prior to the date of termination or expiry.
11.3 Notwithstanding expiry or termination of this Agreement for whatever reason, the following terms shall continue to be binding on the Parties (to the extent applicable for the applicable period): Clause 2.3 (on expiry), Clause 3.2, Clause 4.1, Clause 4.4 (first sentence), Clause 6.10, Clause 7, Clause 8.11.2, Clause 9.2, Clause 9.6.1, Clauses 9.8 to 9.13, Clause 11, and Clause 13 as applicable.
Appears in 2 contracts
Samples: Licence Agreement (Amryt Pharma PLC), Licence Agreement (Amryt Pharma PLC)
CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In Notwithstanding the event service of termination in accordance with Clause 10 the CLIENT shall reimburse a notice to terminate this Contract, the SERVICE PROVIDER any Charges incurred prior shall continue to provide the Ordered Services until the date of expiry or termination which are wholly, reasonably of this Contract or such other date as required under this Clause 12 and properly chargeable by the SERVICE PROVIDER in connection with the Contractprovisions of Schedule 2-11. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss of profits suffered as a result Within ten (10) Working Days of the termination.
11.2 Termination, date of expiry or partial termination, or expiry in accordance with Clause 10 shall not prejudice or affect any right of action or remedy that shall have accrued or shall thereafter accrue to either party.
11.3 In the event of termination of the Contract for any reason:
11.3.1 this Contract, the SERVICE PROVIDER shall return to the CLIENT all CLIENT Property CUSTOMER any data and all CLIENT Data and other items Confidential Information belonging to the CLIENT CUSTOMER in the SERVICE PROVIDER’s possession, power or control, either in its possession;
11.3.2 subject then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the SERVICE PROVIDER’s reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under Clause 12.5. Subject always to the payment provisions of the appropriate portion of the Charges Clause 17, the SERVICE PROVIDER shall provide the CLIENT with a may retain one (1) copy of all work undertaken such documentation that it reasonably requires to date (whether completed support any advice, reports or not); and
11.3.3 opinions that the SERVICE PROVIDER shall at the CLIENT‟s request use reasonable endeavours to novate any agreements between the SERVICE PROVIDER and any third parties that are relevant may have provided to the receipt CUSTOMER pursuant to this Contract. Within ten (10) Working Days of the Ordered Services by the CLIENT. The CLIENT shall reimburse the SERVICE PROVIDER‟s reasonable expenses in effecting such novations subject to the SERVICE PROVIDER obtaining prior written approval date of such expenses.
11.4 Upon expiry or termination for any reasonof this Contract, the SERVICE PROVIDER shall render reasonable assistance return to the CLIENT (and CUSTOMER any third parties appointed sums prepaid in respect of Ordered Services not provided by the CLIENT) if requested, to the extent necessary to effect an orderly assumption date of the Servicesexpiry or termination. Where such assistance is required, the CLIENT shall reimburse The CUSTOMER and the SERVICE PROVIDER shall comply with the Exit and Service Transfer Arrangements set out in Schedule 2-11. The CUSTOMER shall for such assistance at a period of twelve (12) Months following expiry or termination of this Contract (or until the Fees that had prevailed for date on which the same SERVICE PROVIDER fulfils all its duties and responsibilities pursuant to the provisions of Schedule 2-11, if later) be entitled to require access to data or similar services under information arising from the Contract.
11.5 Ordered Services from the SERVICE PROVIDER. The provisions of Clauses 1, 12, 13, 14, 15, 16, 1817, 2019, 2321, 2622, 2927, 32 30, 33 and 43 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Contract.
Appears in 2 contracts
Samples: Service Provision Framework Agreement, Service Provision Framework Agreement
CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In the event of termination in accordance with Clause 10 the CLIENT shall reimburse the SERVICE PROVIDER any Charges incurred prior to termination which are wholly, reasonably and properly chargeable by the SERVICE PROVIDER in connection with the Contract. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss of profits suffered as a result of the termination.
11.2 Termination, or partial termination, or expiry in accordance with Clause 10 shall not prejudice or affect any right of action or remedy that shall have accrued or shall thereafter accrue to either party.
11.3 In the event of termination of the Contract for any reason:
11.3.1 the SERVICE PROVIDER shall return to the CLIENT all CLIENT Property and all CLIENT Data and other items belonging to the CLIENT in its possession;
11.3.2 subject to the payment of the appropriate portion of the Charges the SERVICE PROVIDER shall provide the CLIENT with a copy of all work undertaken to date (whether completed or not); and
11.3.3 the SERVICE PROVIDER shall at the CLIENT‟s CLIENT’s request use reasonable endeavours to novate any agreements between the SERVICE PROVIDER and any third parties that are relevant to the receipt of the Ordered Services by the CLIENT. The CLIENT shall reimburse the SERVICE PROVIDER‟s PROVIDER’s reasonable expenses in effecting such novations subject to the SERVICE PROVIDER obtaining prior written approval of such expenses.
11.4 Upon expiry or termination for any reason, the SERVICE PROVIDER shall render reasonable assistance to the CLIENT (and any third parties appointed by the CLIENT) if requested, to the extent necessary to effect an orderly assumption of the Services. Where such assistance is required, the CLIENT shall reimburse the SERVICE PROVIDER for such assistance at the Fees that had prevailed for the same or similar services under the Contract.
11.5 The provisions of Clauses 1, 12, 13, 14, 15, 16, 18, 20, 23, 26, 29, 32 and 43 and the provisions of Schedule 2-1 shall survive the termination or expiry of this Contract.
Appears in 1 contract
Samples: Legal Services Agreement
