County Right to Terminate. Notwithstanding anything to the contrary herein, the County shall have the right to terminate: (a) the Term of this Agreement with regard to the Services, or (b) any portion the Services (e.g., a Service Area or subcomponent), then being provided by Vendor by delivery of a Termination Notice to Vendor, if Vendor commits a Default under this Agreement. In the event of any such termination by the County for Default, Vendor shall nevertheless perform its Disentanglement obligations under this Agreement until they are fulfilled for up to one (1) year after the effective date of such termination. Any such termination shall not constitute the County’s exclusive remedy for such Default, nor shall such a termination cause the County be deemed to have waived any of its rights accruing hereunder prior to such Default. If the County terminates the Term or any portion of the Services as a result of a claimed Default by Vendor pursuant to the terms of this Section, and Vendor does not agree that a Default was committed, then Vendor shall have the right to avail itself of all remedies available to it at law or in equity. In the event that it is subsequently and finally determined by a court of competent jurisdiction, or otherwise mutually agreed by the Parties in writing, that the circumstances claimed by the County to constitute a Default by Vendor, and that formed the basis of a termination of the Term of this Agreement or any portion of the Services by the County pursuant to this Section, did not in fact constitute a Default, then the Term of this Agreement, or applicable portion of the Services, shall be deemed to have been terminated by the County for its convenience, as of the Termination Date specified by the County in the Termination Notice originally delivered with respect to such termination shall thereafter in all respects govern such termination, except that any additional Fees and Interest, if any, payable to Vendor as a result thereof (including applicable Termination Fees, if any) shall be deemed due and payable by the County no earlier than the date of such final determination or mutual written agreement. In the event the County exercises it rights as set forth in this Section, no Termination Fee shall be payable by the County to Vendor.
Appears in 2 contracts
Samples: Master Services Agreement for It Services, Master Services Agreement for It Services
County Right to Terminate. Notwithstanding anything to the contrary herein, the County shall have the right to terminate: :
(a) the Term of this Agreement with regard to the Servicesin its entirety, or (b) any portion the Services (e.g., a Service Area or subcomponent)Services, then being provided by Vendor Contractor by delivery of a Termination Notice to VendorContractor, if Vendor Contractor commits a Default under this Agreement. In the event of any such termination by the County for Default, Vendor Contractor shall nevertheless perform its Disentanglement obligations under this Agreement until they are fulfilled for up to one (1) year after the effective date of such termination. Any such termination shall not constitute the County’s exclusive remedy for such Default, nor shall such a termination cause the County be deemed to have waived any of its rights accruing hereunder prior to such Default. If the County terminates the Term this Agreement in its entirety or any portion of the Services as a result of a claimed Default by Vendor Contractor pursuant to the terms of this Section, and Vendor Contractor does not agree that a Default was committed, then Vendor Contractor shall have the right to avail itself of all remedies available to it at law or in equity. In the event that it is subsequently and finally determined by a court of competent jurisdiction, or otherwise mutually agreed by the Parties in writing, that the circumstances claimed by the County to constitute a Default by VendorContractor, and that formed the basis of a termination of the Term of this Agreement or any portion of the Services by the County pursuant to this Section, did not in fact constitute a Default, then the Term of this Agreement, or applicable portion of the Services, shall be deemed to have been terminated by the County for its convenience, as of the Termination Date specified by the County in the Termination Notice originally delivered with respect to such termination shall thereafter in all respects govern such termination, except that any additional Fees and Interest, if any, payable to Vendor Contractor as a result thereof (including applicable Termination Fees, if any) shall be deemed due and payable by the County no earlier than the date of such final determination or mutual written agreement. In the event the County exercises it rights as set forth in this Section, no Termination Fee shall be payable by the County to Vendor.
Appears in 1 contract
Samples: Master Service Agreement
County Right to Terminate. Notwithstanding anything to the contrary herein, the County shall have the right to terminate: (a) the Term of this Agreement with regard to the Servicesin its entirety, or (b) any portion the Services (e.g., a Service Area or subcomponent)Services, then being provided by Vendor Contractor by delivery of a Termination Notice to VendorContractor, if Vendor Contractor commits a Default under this Agreement. In the event of any such termination by the County for Default, Vendor Contractor shall nevertheless perform its Disentanglement obligations under this Agreement until they are fulfilled for up to one (1) year after the effective date of such termination. Any such termination shall not constitute the County’s exclusive remedy for such Default, nor shall such a termination cause the County be deemed to have waived any of its rights accruing hereunder prior to such Default. If the County terminates the Term this Agreement in its entirety or any portion of the Services as a result of a claimed Default by Vendor Contractor pursuant to the terms of this Section, and Vendor Contractor does not agree that a Default was committed, then Vendor Contractor shall have the right to avail itself of all remedies available to it at law or in equity. In the event that it is subsequently and finally determined by a court of competent jurisdiction, or otherwise mutually agreed by the Parties in writing, that the circumstances claimed by the County to constitute a Default by VendorContractor, and that formed the basis of a termination of the Term of this Agreement or any portion of the Services by the County pursuant to this Section, did not in fact constitute a Default, then the Term of this Agreement, or applicable portion of the Services, shall be deemed to have been terminated by the County for its convenience, as of the Termination Date specified by the County in the Termination Notice originally delivered with respect to such termination shall thereafter in all respects govern such termination, except that any additional Fees and Interest, if any, payable to Vendor Contractor as a result thereof (including applicable Termination Fees, if any) shall be deemed due and payable by the County no earlier than the date of such final determination or mutual written agreement. In the event the County exercises it rights as set forth in this Section, no Termination Fee shall be payable by the County to Vendor.
Appears in 1 contract
Samples: Egovernment Services Agreement