Common use of CONSEQUENCES OF TERMINATION AND EXPIRY Clause in Contracts

CONSEQUENCES OF TERMINATION AND EXPIRY. 12.1 Notwithstanding the service of a notice to terminate the Contract, the Provider shall continue to fulfil its obligations under the Contract until the date of expiry or termination of the Contract or such other date as required under this clause 12. 12.2 The service of a notice to terminate the Contract shall not operate as a notice to terminate the Framework Agreement. Termination or expiry of the Contract shall not cause the Framework Agreement to terminate. 12.3 Within 5 Working Days of the date of termination or expiry of the Contract, the Provider shall at its own cost return to the Council any data, personal information relating to the Council, its personnel, Service Users or Confidential Information belonging to the Council in the Provider's possession, power or control, either in its then current format or in a format nominated by the Council, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Council, save that it may keep one copy of any such data or information for a period of up to 12 Months to comply with its obligations under the Contract, or such period as is necessary for such compliance. 12.4 The Provider shall, at no cost to the Council, promptly provide such assistance and comply with such timetable as the Council, may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of the Contract. The Council shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of the Contract. 12.5 Such assistance may include (without limitation) the delivery of documents and data (either in its current format or in a format which nominated by the Council) including working information in relation to deliverables in the possession or control of the Provider which relate to the Contract. 12.6 The Provider undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Council, to ensure an orderly transfer of responsibility. 12.7 The Provider shall take all reasonable steps and shall co-operate fully with the Council and any new provider so that any continuation in the Services is achieved with the minimum of disruption. 12.8 If the Contract is terminated by the Council for cause such termination shall be at no loss or cost to the Council and the Provider hereby indemnifies the Council against any such losses or costs which the Council may suffer as a result of any such termination for cause. 12.9 Subject to clause 1.3, in the event of termination of the Contract by the Council the Council shall have no liability to the Provider for any Direct Loss or Indirect Loss suffered by the Provider caused by such termination. 12.10 Termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract before termination or expiry. 12.11 Any provision which expressly or by implication is intended to survive or come into force on or after the termination or expiry of the Contract shall remain in full force and effect.

CONSEQUENCES OF TERMINATION AND EXPIRY. 12.1 19.1 Notwithstanding the service of a notice to terminate the ContractFramework Agreement, the Provider shall continue to fulfil its obligations under the Contract Agreement until the date of expiry or termination of the Contract Agreement or such other date as required under this clause 1219. 12.2 19.2 The service of a notice to terminate the Contract Agreement shall not operate as a notice to terminate the Framework Agreementany Contract. Termination or expiry of the Contract Agreement shall not cause any Contracts to terminate automatically. For the Framework Agreement to terminateavoidance of doubt, all Contracts shall remain in force unless and until they are terminated or expire in accordance with their own terms. 12.3 19.3 Within 5 30 Working Days of the date of termination or expiry of the ContractAgreement, the Provider shall return at its own cost return to the request of the Council any data, personal information relating to the Council, Council its personnel, personnel or Service Users or Confidential Information belonging to the Council in the Provider's possession, power or control, either in its then current format or in a format nominated by the CouncilCouncil (in which event the Council will reimburse the 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 Council, save that it may keep one copy of any such data or information for a period of up to 12 Months to comply with its obligations under the ContractAgreement, or such period as is necessary for such compliance. 12.4 19.4 Subject to clause 19.3, in the event of termination of the Agreement by the Council neither the Council nor any other Framework User shall have liability to the Provider for any Direct Loss or Indirect Loss suffered by the Provider caused by such termination. 19.5 Termination or expiry of this Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Agreement before termination or expiry. 19.6 Any provision which expressly or by implication is intended to survive or come into force on or after the termination or expiry of the Agreement shall remain in full force and effect. 19.7 For the avoidance of doubt where Contracts continue beyond the termination or expiry of the Agreement any provision in the Agreement which is either expressed to or by implication is intended to apply to a Contract shall survive until the Contract is terminated. 19.8 The Provider shall, at no cost to the Council, promptly provide such assistance and comply with such timetable as the Council, may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of the ContractFramework Agreement. The Council shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of the ContractFramework Agreement. 12.5 19.9 Such assistance may include (without limitation) the delivery of documents and data (either in its current format or in a format which nominated by the Council) including working information in relation to deliverables in the possession or control of the Provider which relate to the ContractFramework Agreement. 12.6 19.10 The Provider undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Council, to ensure an orderly transfer of responsibility. 12.7 19.11 The Provider shall take all reasonable steps and shall co-operate fully with the Council and any new provider so that any continuation in the Services is achieved with the minimum of disruption. 12.8 If the Contract is terminated by the Council for cause such termination shall be at no loss or cost to the Council and the Provider hereby indemnifies the Council against any such losses or costs which the Council may suffer as a result of any such termination for cause. 12.9 Subject to clause 1.3, in the event of termination of the Contract by the Council the Council shall have no liability to the Provider for any Direct Loss or Indirect Loss suffered by the Provider caused by such termination. 12.10 Termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract before termination or expiry. 12.11 Any provision which expressly or by implication is intended to survive or come into force on or after the termination or expiry of the Contract shall remain in full force and effect.

CONSEQUENCES OF TERMINATION AND EXPIRY. 12.1 Notwithstanding 4.1 Where this Contract is terminated through a Consultant default under sub- clauses 3.1 to 3.5 no further payments due to the service of a notice to terminate Consultant will be paid by the ContractCouncil until the Council has established the final costs in making any alternative arrangements as provided for in this Clause 4. 4.2 If this Contract is terminated in whole or in part, the Provider Council: a) shall continue be liable to fulfil its obligations under pay to the Consultant only such elements of the Contract until Price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination; and/or b) shall be entitled to recover from the Consultant (or his representative as the case may be) such elements of the Contract Price, if any, that have been paid in advance for Consultancy Services that have not been delivered at the date of expiry termination; and/or c) may deduct from any sum or sums which would have been due from the Council to the Consultant under this Contract or any other Contract or to recover from the Consultant be) as a debt any sum in respect of any properly incurred, legally enforceable and reasonably mitigated loss or damage to the Council resulting from or arising out of the termination of this Contract. Such loss or damage shall include the reasonable cost to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the Consultancy Services or any parts of them; and/or d) in the event that any sum of money owed by the Consultant to the Council exceeds any sum of money owed by the Council to the Consultant under this Contract then the Council shall, at its sole discretion, be entitled to deduct the sums from any future Contract the Consultant may enter into with the Council or recover the debt through the civil courts. 4.3 Upon the termination of the Contract for any reason, save as otherwise provided for in this Contract and to any rights or such obligations which have accrued prior to termination, neither Party shall have any further obligation to the other date as required under this clause 12the Contract. 12.2 The service 4.4 If the Council terminates this Contract (or terminates the provision of any part of this Contract) the Council shall be entitled to source a notice replacement consultant to provide the Consultancy Services or any part thereof. 4.5 Following the decision of the Council to terminate the Contract the Consultant shall not operate as a notice continue to terminate deliver the Framework Agreement. Termination Consultancy Services in accordance with this Contract and will ensure that there is no degradation in the standard of the Consultancy Services until the termination date. 4.6 Upon termination or expiry of this Contract, the Contract shall Consultant (or his representative where applicable) shall: a) within thirty [30] days of the date of termination or expiry, repay to the Council any amount which the Consultant may have been paid in advance in respect of Consultancy Services that have not cause the Framework Agreement to terminate.been provided; 12.3 Within 5 Working Days b) within five [5] days of the date of termination or expiry of the this Contract, transfer to the Provider shall at its own cost Council (or any replacement consultant, as the case may be) any open case files; c) within thirty [30] days of the date of termination or expiry of this Contract, return to the Council any data, personal information relating to the Council, its personnel, Service Users or data (including Personal Data) and Confidential Information belonging to the Council in the Provider's Consultants possession, power or control, either in its then current format or in a format nominated by control and thereafter the Council, together with all training manuals and other related documentation, and any other information and all copies thereof owned by the Council, save that it may keep one copy of Consultant shall through Certified Data Wiping irretrievably delete any such data or information for a period of up to 12 Months to comply with its obligations under the Contract, or such period as is necessary for such compliance.stored on any format; and 12.4 The Provider shall, at no cost to the Council, promptly provide such assistance and comply with such timetable as the Council, may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination d) (if relevant) within thirty [30] days of the Contract. The Council shall be entitled to require the provision date of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of the Contract. 12.5 Such assistance may include (without limitation) the delivery of documents and data (either in its current format or in a format which nominated by the Council) including working information in relation to deliverables in the possession or control of the Provider which relate to the Contract. 12.6 The Provider undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Council, to ensure an orderly transfer of responsibility. 12.7 The Provider shall take all reasonable steps and shall co-operate fully with the Council and any new provider so that any continuation in the Services is achieved with the minimum of disruption. 12.8 If the Contract is terminated by the Council for cause such termination shall be at no loss or cost to the Council and the Provider hereby indemnifies the Council against any such losses or costs which the Council may suffer as a result of any such termination for cause. 12.9 Subject to clause 1.3, in the event of termination of the Contract by the Council the Council shall have no liability to the Provider for any Direct Loss or Indirect Loss suffered by the Provider caused by such termination. 12.10 Termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract before termination or expiry. 12.11 Any provision which expressly or by implication is intended to survive or come into force on or after the termination or expiry of this Contract arrange the transfer to the Council (or any replacement consultant, as the case may be) the remainder of any licence required for the continued delivery of the Consultancy Services. 4.7 The Consultant shall use all reasonable endeavours to facilitate the smooth transfer of responsibility for the Consultancy Services to the Council (or any replacement consultant, as the case may be) and the Consultant shall not act at any time during the Contract Period or thereafter in a way calculated or intended, directly or indirectly, to prejudice or frustrate or make more difficult any such transfer. 4.8 The Consultant shall remain not charge the Council (or the replacement consultant, as the case may be) for any expenditure incurred howsoever in full force and effectcarrying out the arrangements as set out in Clause 4.6 or Clause 4.7.