Common use of CONSEQUENCES OF TERMINATION AND EXPIRY Clause in Contracts

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.

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.

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.

CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In 23.1 Notwithstanding the event service of a notice to terminate the Services Agreement, the Provider shall continue to fulfil its obligations under the Services Agreement until the date of expiry or termination of the Services Agreement or such other date as required under this Clause 23. 23.2 Termination or expiry of the Services Agreement shall not cause any Individual Services Contracts to terminate automatically. For the avoidance of doubt, all Individual Services Contracts shall remain in force unless and until they are terminated or expire 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 their own terms. 23.3 Prior 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 of this Services Agreement or termination of any IPA under an Individual Services Contract for any reason, the SERVICE PROVIDER Council, the Provider, and if appropriate any successor provider, will agree a Succession Plan and the Parties will comply with the provisions of the Succession Plan. 23.4 Within thirty (30) Working Days of the date of termination or expiry of the Services Agreement, the Provider shall render reasonable assistance return to the CLIENT Council any data and 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 (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 third parties appointed other information and all copies thereof owned by the CLIENTCouncil, save that it may keep one copy of any such data or information for a period of up to twelve (12) if requestedMonths to comply with its obligations under the Services Agreement, or such period as is necessary for such compliance. 23.5 The Council shall be entitled to require access to data or information arising from the extent necessary to effect an orderly assumption provision of the Services. Where such assistance is required, Services from the CLIENT shall reimburse Provider until the SERVICE PROVIDER for such assistance at latest of:- 23.5.1 the Fees that had prevailed for expiry of a period of twelve (12) Months following termination or expiry of the same or similar services Services Agreement; or 23.5.2 the expiry of a period of six (6) Months following the date on which the Provider ceases to provide Services under the any Individual Services Contract. 11.5 23.6 Termination or expiry of this Services Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Services Agreement prior to termination or expiry. 23.7 The provisions of Clauses 18, 129, 1310, 14, 1511, 16, 17, 18, 20, 23, 26, 29, 32 24 and 43 and the provisions of Schedule 2-1 25 shall survive the termination or expiry of this Contractthe Services Agreement, together with any other provision which is either expressed to or by implication is intended to survive termination.

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.

CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In 12.1 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 Contract. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss provisions of profits suffered as a result Schedule 2-11. 12.2 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 to the payment of the appropriate portion of the Charges the SERVICE PROVIDER shall provide the CLIENT with then current format or in 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 format nominated by the CLIENT. The CLIENT shall CUSTOMER (in which event the CUSTOMER will reimburse the SERVICE PROVIDER‟s reasonable expenses in effecting 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 novations subject 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 provisions of Clause 17, the SERVICE PROVIDER obtaining prior written approval may retain one (1) copy of such expensesdocumentation that it reasonably requires to support any advice, reports or opinions that the SERVICE PROVIDER may have provided to the CUSTOMER pursuant to this Contract. 11.4 Upon 12.3 Within ten (10) Working Days of the date of 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 Services. Where such assistance is required, the CLIENT shall reimburse expiry or termination. 12.4 The CUSTOMER and the SERVICE PROVIDER for such assistance at shall comply with the Fees that had prevailed for the same or similar services under the ContractExit and Service Transfer Arrangements set out in Schedule 2-11. 11.5 12.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the 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 information arising from the Ordered Services from the SERVICE PROVIDER. 12.6 The provisions of Clauses 1, 12, 13, 14, 15, 16, 1817, 2019, 21, 23, 2627, 2930, 32 33 and 43 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Contract.

CONSEQUENCES OF TERMINATION AND EXPIRY. 11.1 In 12.1 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 Contract. The CLIENT shall not be liable to pay any severance payment or compensation to the SERVICE PROVIDER for loss provisions of profits suffered as a result Schedule 2-11. 12.2 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. 12.3 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 Services. Where such assistance is required, the CLIENT shall reimburse expiry or termination. 12.4 The CUSTOMER and the SERVICE PROVIDER for such assistance at shall comply with the Fees that had prevailed for the same or similar services under the ContractExit and Service Transfer Arrangements set out in Schedule 2-11. 11.5 12.5 The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract (or until the date on which the 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 information arising from the Ordered Services from the SERVICE PROVIDER. 12.6 The provisions of Clauses 1, 12, 13, 14, 15, 16, 1817, 2019, 21, 23, 2627, 2930, 32 33 and 43 37 and the provisions of Schedule 2-1 and Schedule 2-11 shall survive the termination or expiry of this Contract.