Common use of Effect of Termination; Data Retention Clause in Contracts

Effect of Termination; Data Retention. Unless otherwise expressly provided in this Agreement: (a) upon and after the termination or expiration of this Agreement for any or no reason: (i) subject to the continuing rights, licenses, and obligations of either Party under this Agreement, including this Section 10.5, all authorizations and licenses granted hereunder will immediately terminate and the respective Parties shall cease all activities concerning, including in the case of the Company, its Sublicensees and Authorized Users, all use of, the expired or terminated Services and related Genesys Materials, and promptly return or destroy all such Genesys Materials including all Company Confidential Information to Genesys in accordance with same procedures as set forth in Section 10.5(a)(iv) and (v); and, in the case of Genesys, the Company Data and the Company Marks; (ii) The Company shall pay to Genesys, subject to the Company’s right of set-off all undisputed charges and amounts due and payable to Genesys, if any, for Services actually performed; (iii) Genesys shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance for any Services that Genesys has not performed as of the effective date of such expiration or termination; (iv) Genesys shall, at the Company’s option and upon its written request: (A) promptly return or destroy and erase from all systems it directly or indirectly uses or controls all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on any Confidential Information owned by the Company, and (B) provide a written statement to the Company certifying that it has complied with the requirements of this Section; and (v) Genesys shall deliver to the Company F.O.B. shipping point all (A) documents, work product, and other materials, whether or not complete, prepared by or on behalf of Genesys in the course of performing the Services, and (B) Company-owned property, equipment and other materials in its possession or control in accordance with instructions provided by the Company for such return upon termination. (b) Upon termination of this Agreement for any reason Genesys shall provide the Company with a period of 90 days of access to and use of the Services to permit the Company to transition the Company’s use of the Services to another service (the “Continuity Period”). Except insofar as is required for Genesys to provide the Services during the Continuity Period to the Company, upon the commencement of the Continuity Period, Genesys shall immediately return all the Company Data to the Company and, except as otherwise covered in this Agreement, permit the Company reasonable access to the Genesys Systems in order to remove any Company Data from the Genesys Systems.

Effect of Termination; Data Retention. Unless The expiration or termination of this Agreement will not terminate any Service Order that is then in effect and not otherwise expressly terminated, and the terms and conditions of this Agreement will continue in effect with respect to any such Service Order until its expiration or termination as set forth herein. In addition, unless otherwise expressly provided in this AgreementAgreement or the applicable Service Order: (a) upon and after the termination or expiration of this Agreement or one or more Service Orders for any or no reason: (i) subject to the continuing rights, licenses, and obligations of either Party party under this Agreement, including this Section 10.57.5, or any Service Order, all authorizations and licenses granted hereunder will immediately terminate and the respective Parties parties shall cease all activities concerning, including in the case of the Company, its Sublicensees and Authorized UsersCustomer, all use of, the expired or terminated Hosted Services and related Genesys Provider Materials, and promptly return or destroy all such Genesys Materials including all Company Confidential Information to Genesys in accordance with same procedures as set forth in Section 10.5(a)(iv) and (v); and, in the case of GenesysProvider, the Company Data and the Company MarksCustomer Data; (ii) The Company Customer shall pay to GenesysProvider, subject to the CompanyCustomer’s right of set-off under Section 8.14 and any Service Availability Credits and Service Level Credits accrued, respectively, under Section 5.5 and Section 6.4, all undisputed charges and amounts due and payable to GenesysProvider, if any, for Services actually performedperformed under the terminated or expired Service Order or Service Orders; (iii) Genesys Provider shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance for any Services that Genesys Provider has not performed as of the effective date of such expiration or termination, as applicable, with respect to Services required to be performed under the terminated or expired Service Order or Service Orders; (iv) Genesys Provider shall, at the CompanyCustomer’s option and upon its written request: (A) promptly return or or, subject to Provider’s obligations under Section 7.5(a)(v) and Section 7.5(a)(vi), destroy and erase from all systems it directly or indirectly uses or controls [i] all originals and copies of all documents, materials and other embodiments and expressions in any form or medium that contain, reflect, incorporate or are based on Customer’s Confidential Information, in whole or in part, or [ii] solely such specific databases or other collections or articles of Customer’s Confidential Information as Customer may request, and (B) provide a written statement to Customer certifying that it has complied with the requirements of this Section 7.5(a)(iv); (v) if on or before the effective date of such expiration or termination Provider does not receive any written request or instruction from Customer to destroy, erase, or return any Customer Data or other Confidential Information of Customer, Provider shall notify Customer in writing within three Business Days after such effective date of expiration or termination, and in no event fewer than 60 days before erasing, destroying, or otherwise disposing of any such Confidential Information of Customer, of such intended erasure, destruction, or other disposition and the pending date thereof, and request Customer’s written instruction with respect to the return or other disposition of such Confidential Information in accordance with this Section 7.5; and (vi) at Customer’s option and upon its written request, Provider shall: (A) continue to retain the Customer Data, or solely such specific databases or other collections or articles of Customer Data as Customer may request, as though this Agreement and all Service Orders were still in force, for a period to be agreed to by the parties in writing, but that in no event will be shorter than 120 days or longer than 360 days after the effective date of such expiration or termination, as applicable; and (B) immediately upon the conclusion of such Customer Data retention period, return such Customer Data to the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems), and networks, of Customer or any of its designees (collectively, “Customer Systems”), taking all steps required or reasonably requested to make an orderly transition of the Hosted Services to the Customer Systems and to assist Customer and any of Customer’s designees in migrating such Customer Data to the Customer Systems in both Provider’s data format and a platform-agnostic format; (b) without limiting the generality of Section 7.5(a), upon the termination or expiration of this Agreement and all Service Orders hereunder, the Receiving Party shall, at the Disclosing Party’s option and upon its written request: (i) promptly return or, subject to Provider’s obligations under Section 7.5(a)(iv), Section 7.5(a)(v) and Section 7.5(a)(vi), destroy and erase from all systems it directly or indirectly uses or controls, all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, incorporate or are based on any the Disclosing Party’s Confidential Information owned by the Company, Information; and (Bii) provide a written statement to the Company Disclosing Party certifying that it has complied with the requirements of this SectionSection 7.5(b); (c) notwithstanding any provisions of this Agreement or any Service Order to the contrary: (i) the Receiving Party shall not be required to return, destroy, or erase any Disclosing Party Confidential Information to the extent that any applicable Law prevents it from doing so, in which case the Receiving Party shall retain, in its then current state, all such Confidential Information then within its right of control or possession in accordance with the confidentiality, security, and other requirements of this Agreement and perform its obligations under this Section 7.5 as soon as such Law no longer prevents it from doing so; and (vii) Genesys shall deliver to the Company F.O.B. shipping point all (A) documents, work product, and other materials, whether or not complete, prepared by or on behalf of Genesys in the course of performing the Services, and (B) Company-owned property, equipment and other materials in its possession or control in accordance with instructions provided by the Company for such return upon termination. (b) Upon Customer’s termination of this Agreement or any Service Order for any reason Genesys breach pursuant to Section 7.3(a), Customer shall provide have the Company with right and option to continue to access and use the Services under each applicable Service Order, in whole and in part, for a period not to exceed 180 days from the effective date of 90 days of access to and use of the Services to permit the Company to transition the Company’s use of the Services to another service (the “Continuity Period”). Except insofar as is required for Genesys to provide the Services during the Continuity Period such termination pursuant to the Company, upon terms and conditions of this Agreement and the commencement of each applicable Service Order hereunder and for the Continuity Period, Genesys shall immediately return all the Company Data to the Company and, except as otherwise covered applicable Fees set forth in this Agreement, permit the Company reasonable access to the Genesys Systems in order to remove any Company Data from the Genesys Systemseach such Service Order.

Effect of Termination; Data Retention. Unless The expiration or termination of this Agreement will not terminate any Service Order that is then in effect and not otherwise expressly terminated, and the terms and conditions of this Agreement will continue in effect with respect to any such Service Order until its expiration or termination as set forth herein. In addition, unless otherwise expressly provided in this AgreementAgreement or the applicable Service Order: (a) upon and after the termination or expiration of this Agreement or one or more Service Orders for any or no reason: (i) subject to the continuing rights, licenses, and obligations of either Party party under this Agreement, including this Section 10.57.5, or any Service Order, all authorizations and licenses granted hereunder will immediately terminate and the respective Parties parties shall cease all activities concerning, including in the case of the Company, its Sublicensees and Authorized UsersCustomer, all use of, the expired or terminated Hosted Services and related Genesys Provider Materials, and promptly return or destroy all such Genesys Materials including all Company Confidential Information to Genesys in accordance with same procedures as set forth in Section 10.5(a)(iv) and (v); and, in the case of GenesysProvider, the Company Data and the Company MarksCustomer Data; (ii) The Company Customer shall pay to GenesysProvider, subject to the Companyto[ Customer’s right of set-off under Section 8.14 and] any Service Availability Credits and Service Level Credits accrued, respectively, under Section 5.5 and Section 6.4, all undisputed charges and amounts due and payable to GenesysProvider, if any, for Services actually performedperformed under the terminated or expired Service Order or Service Orders; (iii) Genesys Provider shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance for any Services that Genesys Provider has not performed as of the effective date of such expiration or termination, as applicable, with respect to Services required to be performed under the terminated or expired Service Order or Service Orders; (iv) Genesys Provider shall, at the CompanyCustomer’s option and upon its written request: (A) promptly return or or, subject to Provider’s obligations under Section 7.5(a)(v) and Section 7.5(a)(vi), destroy and erase from all systems it directly or indirectly uses or controls i all originals and copies of all documents, materials, materials and other embodiments and expressions in any form or medium that contain, reflect, incorporate, incorporate or are based on any Customer’s Confidential Information, in whole or in part, or ii solely such specific databases or other collections or articles of Customer’s Confidential Information owned by the Companyas Customer may request, and (B) provide a written statement to the Company Customer certifying that it has complied with the requirements of this SectionSection 7.5(a)(iv); (v) if on or before the effective date of such expiration or termination Provider does not receive any written request or instruction from Customer to destroy, erase, or return any Customer Data or other Confidential Information of Customer, Provider shall notify Customer in writing within three Business Days after such effective date of expiration or termination, and in no event fewer than 30 days before erasing, destroying, or otherwise disposing of any such Confidential Information of Customer, of such intended erasure, destruction, or other disposition and the pending date thereof, and request Customer’s written instruction with respect to the return or other disposition of such Confidential Information in accordance with this Section 7.5; and (vvi) Genesys shall deliver to the Company F.O.B. shipping point all at Customer’s option and upon its written request, Provider shall: (A) documentscontinue to retain the Customer Data, work productor solely such specific databases or other collections or articles of Customer Data as Customer may request, as though this Agreement and other materialsall Service Orders were still in force, whether or not complete, prepared by or on behalf of Genesys in the course of performing the Services, and (B) Company-owned property, equipment and other materials in its possession or control in accordance with instructions provided for a period to be agreed to by the Company parties in writing, but that in no event will be shorter than 45 days or longer than 180 days after the effective date of such expiration or termination, as applicable[, provided that Customer pays in full all undisputed Fees due Provider as of the effective date of such expiration or termination and pays monthly data storage fees to Provider for its retention of such Customer Data pursuant to Provider’s standard rates for such return upon termination. (b) Upon termination of this Agreement for any reason Genesys shall provide data storage in effect at the Company with a period of 90 days of access time, or if such standard rates are not in effect, such reasonable prevailing industry rates as may be agreed to and use of by the Services to permit the Company to transition the Company’s use of the Services to another service (the “Continuity Period”). Except insofar as is required for Genesys to provide the Services during the Continuity Period to the Company, upon the commencement of the Continuity Period, Genesys shall immediately return all the Company Data to the Company parties in writing]; and, except as otherwise covered in this Agreement, permit the Company reasonable access to the Genesys Systems in order to remove any Company Data from the Genesys Systems.

Effect of Termination; Data Retention. Unless otherwise expressly provided in this Agreement: (a) upon and after the termination or expiration of this Agreement for any or no reason: (i) subject to the continuing rights, licenses, and obligations of either Party under this Agreement, including this Section 10.511.6, all authorizations and licenses granted hereunder will immediately terminate and the respective Parties shall cease all activities concerning, including in the case of the CompanyBrightstar, its Sublicensees and Authorized Users, all use of, the expired or terminated Subscription Services and related Genesys PhoneX Materials, and promptly return or destroy all such Genesys PhoneX Materials including all Company Confidential Information to Genesys PhoneX in accordance with same procedures as set forth in Section 10.5(a)(iv11.6(a)(iv) and (v); and, in the case of GenesysPhoneX, the Company Brightstar Data and the Company Brightstar Marks; (ii) The Company Brightstar shall pay to GenesysPhoneX, subject to the CompanyBrightstar’s right of set-off and any Service Availability Credits and Service Level Credits accrued, all undisputed charges and amounts due and payable to GenesysPhoneX, if any, for Services actually performed; (iii) Genesys PhoneX shall repay, on a pro rata basis, all fees, expenses and other amounts paid in advance for any Services that Genesys PhoneX has not performed as of the effective date of such expiration or termination; (iv) Genesys PhoneX shall, at the CompanyBrightstar’s option and upon its written request: (A) promptly return or destroy and erase from all systems it directly or indirectly uses or controls all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on any Confidential Information owned by the CompanyBrightstar, and (B) provide a written statement to the Company Brightstar certifying that it has complied with the requirements of this Section; provided, however, PhoneX may deposit one copy with its attorneys which it may access solely for the purpose of complying with regulatory requests or complying with litigation requirements; and (v) Genesys PhoneX shall deliver to the Company Brightstar F.O.B. shipping point all (A) documents, work product, and other materials, whether or not complete, prepared by or on behalf of Genesys PhoneX in the course of performing the Services, and (B) CompanyBrightstar-owned property, equipment and other materials in its possession or control in accordance with instructions provided by the Company Brightstar for such return upon termination. (b) Upon termination of this Agreement for any reason Genesys shall provide the Company with a period of 90 days of access to and use of the Services to permit the Company to transition the Company’s use of the Services to another service (the “Continuity Period”). Except insofar as is required for Genesys to provide the Services during the Continuity Period to the Company, upon the commencement of the Continuity Period, Genesys shall immediately return all the Company Data to the Company and, except as otherwise covered in this Agreement, permit the Company reasonable access to the Genesys Systems in order to remove any Company Data from the Genesys Systems.