Common use of Consequences of termination or expiry Clause in Contracts

Consequences of termination or expiry. ‌ (a) Upon termination or expiry of this Agreement: (i) the Licensee is required to promptly pay the Licensor any: A. outstanding payments due to the Licensor at the date of termination or expiry; and B. where the Fee is calculated based on revenue or other benefit to the Licensee, such amount as would have been payable if the relevant Fees were due on the termination date; (ii) if the Licensee has terminated this Agreement, and has paid any of the Fees in advance, the Licensor must refund any portion that was not required to have been paid by or at the time of termination; (iii) all licences granted under this Agreement will cease and the Licensee will immediately cease any further use, disclosure or Commercialisation of the Licensed IPR that would constitute an infringement of the Licensed IPR (including by termination of all sublicenses), except in the case of termination of this Agreement (other than under clause 15.3), in which case the Licensee is entitled for a period of 6 months from the date of termination (or such other period as agreed in writing by the Licensor) to dispose of any stock of the Product in existence at the date of termination. The Licensee must continue to pay the relevant Fees (as applicable) for any such Products disposed of and comply with all the terms of this Agreement in relation to the continuing Commercialisation; and (iv) each party must return or destroy (at the other party's request) all Material and Confidential Information of the other party (as directed by the other party), except that a party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations (including to maintain existing Products or to dispose of any stock, or where a Licence is perpetual), or where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this Agreement. (b) The Licensor may direct that the Licensee terminate, or to novate to the Licensor, any sublicence under this Agreement at the same time as the termination of this Agreement by the Licensor, and the Licensee must comply with that direction. (c) The confidentiality obligations under this Agreement survive the return or destruction of any Confidential Information for the period of confidentiality specified in respect of that Confidential Information in section 5 of Schedule 2.

Consequences of termination or expiry. ‌ (a) Upon termination or expiry of this Agreement: (i) the Licensee is required to promptly pay the Licensor any: A. any outstanding payments due to the Licensor at the date of termination or expiry; and B. where the Fee is calculated based on revenue or other benefit to the Licensee, such amount as would have been payable if the relevant Fees were due on the termination date; (ii) if the Licensee has terminated this Agreement, and has paid any of the Fees in advance, the Licensor must refund any portion that was not required to have been paid by or at the time of termination; (iii) all licences granted under this Agreement will cease and the Licensee will immediately cease any further use, disclosure or Commercialisation of the Licensed IPR that would constitute an infringement of the Licensed IPR (including by termination of all sublicenses), except in the case of termination of this Agreement (other than under clause 15.3), in which case the Licensee is entitled for a period of 6 months from the date of termination (or such other period as agreed in writing by the Licensor) to dispose of any stock of the Product in existence at the date of termination. The Licensee must continue to pay the relevant Fees (as applicable) for any such Products disposed of and comply with all the terms of this Agreement in relation to the continuing Commercialisationof; and (iv) each party must return or destroy (at the other party's request) all Material and Confidential Information of the other party (as directed by the other party), except that a party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations (including to maintain existing Products or to dispose of any stock, or where a Licence is perpetual), or where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this Agreement. (b) The Licensor may direct that the Licensee terminate, or to novate to the Licensor, terminate any sublicence under this Agreement at the same time as the termination of this Agreement by the Licensor, and the Licensee must comply with that direction. (c) The confidentiality obligations under this Agreement survive the return or destruction of any Confidential Information for the period of confidentiality specified in respect of that Confidential Information in section 5 of Schedule 2Information.

Consequences of termination or expiry. ‌ (a) Upon termination or expiry of this Agreement: (i) the Licensee is required to promptly pay the Licensor any: A. any outstanding payments due to the Licensor at the date of termination or expiry; and B. where the Fee is calculated based on revenue or other benefit to the Licensee, such amount as would have been payable if the relevant Fees were due on the termination date; (ii) if the Licensee has terminated this Agreement, and has paid any of the Fees in advance, the Licensor must refund any portion that was not required to have been paid by or at the time of termination; (iii) all licences granted under this Agreement will cease and the Licensee will immediately cease any further use, disclosure or Commercialisation of the Licensed IPR that would constitute an infringement of the Licensed IPR (including by termination of all sublicenses), except in the case of termination of this Agreement (other than under clause 15.3)Agreement, in which case the Licensee is entitled for a period of 6 months from the date of termination (or such other period as agreed in writing by the Licensor) to dispose of any stock of the Product in existence at the date of termination. The Licensee must continue to pay the relevant Fees (as applicable) for any such Products disposed of and comply with all the terms of this Agreement in relation to the continuing Commercialisationof; and (iv) each party must return or destroy (at the other party's request) all Material and Confidential Information of the other party (as directed by the other party), except that a party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations (including to maintain existing Products or to dispose of any stock, or where a Licence is perpetual), or where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this Agreement. (b) The Licensor may direct that the Licensee terminate, or to novate to the Licensor, terminate any sublicence under this Agreement at the same time as the termination of this Agreement by the Licensor, and the Licensee must comply with that direction. (c) The confidentiality obligations under this Agreement survive the return or destruction of any Confidential Information for the period of confidentiality specified in respect of that Confidential Information in section 5 of Schedule 2Information.

Consequences of termination or expiry. ‌11.1 On expiry or termination of this Agreement, however caused: (a) Upon termination Xxxxxxxxxx's consent to the Customer's possession of the BWC shall terminate; (b) Peoplesafe may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the BWC and for this purpose may enter the site or expiry any premises at which the BWC is located; and (c) without prejudice to any other rights or remedies of this Agreementthe Customer, the Customer shall pay to Peoplesafe on demand: (i) all Rental Payments and other sums due but unpaid at the Licensee is required date of such demand together with any interest accrued pursuant to promptly Paragraph (ii) any costs and expenses incurred by Peoplesafe in recovering the BWC or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs). 11.2 On termination in advance of the end of the Rental Period, without prejudice to any other rights or remedies of Peoplesafe, the Customer shall pay to Peoplesafe on demand a sum equal to the Licensor anywhole of the Rental Payments that would (but for the termination) have been payable if the terms and conditions had continued from the date of such demand to the end of the Rental Period, less: A. outstanding payments due (a) a discount for accelerated payment at the percentage rate set out in the Order Form; and (b) Peoplesafe's reasonable assessment of the market value of the BWC on sale. 11.3 The sums payable pursuant to Paragraph 11.2 of this Schedule 4 shall be agreed compensation for Peoplesafe's loss and shall be payable in addition to the Licensor at sums payable pursuant to Paragraph 11.1(c). Such sums may be partly or wholly recovered from any Deposit. 11.4 Any provision of the terms and conditions given in this Schedule 4 that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect. 11.5 Termination or expiry of these terms and conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry; and B. where , including the Fee is calculated based on revenue right to claim damages in respect of any breach of these terms and conditions which existed at or other benefit to the Licensee, such amount as would have been payable if the relevant Fees were due on the termination date; (ii) if the Licensee has terminated this Agreement, and has paid any of the Fees in advance, the Licensor must refund any portion that was not required to have been paid by or at the time of termination; (iii) all licences granted under this Agreement will cease and the Licensee will immediately cease any further use, disclosure or Commercialisation of the Licensed IPR that would constitute an infringement of the Licensed IPR (including by termination of all sublicenses), except in the case of termination of this Agreement (other than under clause 15.3), in which case the Licensee is entitled for a period of 6 months from before the date of termination (or such other period as agreed in writing by the Licensor) to dispose of any stock of the Product in existence at the date of terminationexpiry. The Licensee must continue to pay following terms in this Schedule 5 shall apply if the relevant Fees (as applicable) for any such Products disposed of and comply with all the terms of this Agreement in relation Order Form specifies that Peoplesafe will provide PS-Alert Service to the continuing Commercialisation; and (iv) each party must return or destroy (at the other party's request) all Material and Confidential Information of the other party (as directed by the other party), except that a party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations (including to maintain existing Products or to dispose of any stock, or where a Licence is perpetual), or where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this AgreementCustomer. (b) The Licensor may direct that the Licensee terminate, or to novate to the Licensor, any sublicence under this Agreement at the same time as the termination of this Agreement by the Licensor, and the Licensee must comply with that direction. (c) The confidentiality obligations under this Agreement survive the return or destruction of any Confidential Information for the period of confidentiality specified in respect of that Confidential Information in section 5 of Schedule 2.

Consequences of termination or expiry. ‌16.1 Subject to Clause 16.4 and Clause 17, upon termination or expiry of an Order or Statement of Work, all licences granted under that Order or Statement of Work shall terminate automatically. 16.2 Subject to Clause 16.4 and Clause 17, on termination or expiry of an Order or Statement of Work or any licences under it the Customer shall, at the Customer's cost: (a) Upon promptly destroy, delete, or return to Panaseer the relevant Licensed Software (where possible, it being acknowledged that this may not apply in a software as a service context) and Licensed Materials (and all copies thereof) which remain in the possession or control of the Customer in respect of that Order or Statement of Work; and (b) if requested, provide Xxxxxxxx with written confirmation, signed by a duly authorised person, that this Clause 16.2 has been complied with. 16.3 Subject to Clause 16.4 and Clause 17, on termination or expiry of this Agreementan Order or Statement of Work Panaseer shall: (ia) promptly upon request destroy or delete any Customer Materials (and all copies thereof) which remain in the Licensee is required to promptly pay the Licensor any: A. outstanding payments due to the Licensor at the date possession or control of termination Panaseer in respect of that Order or expiryStatement of Work; and B. where (b) if requested, provide the Fee is calculated based on revenue or other benefit to the LicenseeCustomer with written confirmation, such amount as would have been payable if the relevant Fees were due on the termination date;signed by a duly authorised person, that Clause 16.3 (iia) if has been complied with. 16.4 Each Party acknowledges that the Licensee has terminated this Agreementother may have a standard data archiving policy which includes the creation and retention of backup copies of data and other information ("Retained Data") held on archive computer systems for legal, regulatory, compliance, IT restoration and has paid any of disaster recovery purposes ("Retention Purposes"). Clauses 16.2 and 16.3 shall not apply to Retained Data held on such archive computer systems but such Retained Data may only be used for the Fees in advance, the Licensor must refund any portion that was not required to have been paid by or at the time of termination; (iii) all licences granted under this Agreement will cease Retention Purposes and the Licensee will immediately cease any further use, disclosure or Commercialisation of the Licensed IPR that would constitute an infringement of the Licensed IPR (including by termination of all sublicenses), except in the case of termination of this Agreement (other than under clause 15.3), in which case the Licensee is entitled for a period of 6 months from the date of termination (or such other period as agreed in writing by the Licensor) to dispose of any stock of the Product in existence at the date of termination. The Licensee must continue to pay the relevant Fees provided each Party (as applicable) for any such Products disposed of complies with Clause 7 and comply with all the terms of this Agreement in relation to the continuing Commercialisation; and (iv) each party must return or destroy (at the other party's request) all Material and Confidential Information of the other party (as directed by the other party), except that a party is entitled to keep a copy of Confidential Information of the other party for the sole purpose of managing legal obligations (including to maintain existing Products or to dispose of any stock, or where a Licence is perpetual), or where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the other party which is subject to the terms of this Agreement. (b) The Licensor may direct that the Licensee terminate, or to novate to the Licensor, any sublicence under this Agreement at the same time as the termination of this Agreement by the Licensor, and the Licensee must comply with that direction. (c) The confidentiality obligations under this Agreement survive the return or destruction of any Confidential Information for the period of confidentiality specified Applicable Laws in respect of that Confidential Information the Retained Data. 16.5 Termination or expiry of the Subscription Contract (in section 5 whole or in part) does not affect any accrued rights or remedies of Schedule 2either Party. 16.6 Any terms of the Subscription Contract which are expressly or impliedly intended to have effect at or after termination will continue to apply notwithstanding termination or expiry.