Common use of Effect of Termination or Expiry Clause in Contracts

Effect of Termination or Expiry. Upon termination or expiry of this MSA or all Order Forms: (a) all licences and rights granted shall immediately cease; (b) We will stop permitting access to the Services, and you will stop trying to access or use them; (c) each party will return, or if instructed destroy, equipment, property and other items and copies that we have belonging to the other (except that both of us may retain Confidential Information where required by law, and that CRM Information and System Data will be deleted and retained by Us in accordance with Section 8.7); (d) you will delete any and all copies of Software from your infrastructure and devices and will confirm to Us in writing that you have done so; (e) all unpaid Fees shall become immediately due and payable. Only if you are terminating in accordance with your rights under this MSA will any Fees paid in advance be refunded to you pro-rata where they relate to a period after the effective date of termination. In no event will termination or expiry of an Order Form or this MSA relieve you of your obligation to pay to Us all Fees for the period prior to the effective date of termination or expiry. To the extent any Order Forms are not terminated or have not expired, notwithstanding the foregoing terms of this Section 8.5: (i) any licences and rights granted in relation to the Services set out on remaining Order Forms shall continue in force till the end of their Subscription Period, and you and Users may continue to access and use the Services and Software accordingly; (ii) We may retain Confidential Information required by Us for the continued delivery of such remaining Services; and (iii) you will remain responsible for the payment of all Fees relevant through to the end of the Subscription Period(s). 8.6. Access to Content on termination or expiry (Protect/Workspace). The Services may provide controls that can be used to retrieve, block access to or delete Content, and so Content may be subject to user defined retention or access periods. If you have not already saved decrypted versions of your Content you will have the period set out in Our Retention Policy to request a copy (or a method for decrypting locally stored Content). We reserve the right to charge for assistance provided at Our then current rates. Following expiry of the retention period, in accordance with Our Retention Policy We will securely destroy or dispose of Content then in your accounts to the fullest extent technically possible and will have no obligation to store it and no liability to you or any User as a result of its destruction or disposal.

Appears in 2 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement

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Effect of Termination or Expiry. If the Executive or the Provider exercises its rights to terminate this Arrangement, the Executive will within a period of forty-five (45) days’ pay to the Provider reasonable and agreed costs accrued to the date of termination (or in the event such costs cannot be agreed, such reasonable costs which the Executive believes have fairly accrued to the date of termination), but if this Arrangement is terminated by the Executive on the grounds that the Services provided are unsatisfactory, the Executive shall pay to the Provider only the proportion of the Funding which is in respect of the Services provided prior to termination which meet a standard, which is in all respects to the reasonable satisfaction of the Executive. Neither party shall be liable to the other party for any loss of profit, contracts, goodwill, business opportunity or anticipated saving arising out of or in connection with the termination of this Arrangement for any reason or any consequential loss or damage that may arise out of termination of this Arrangement. Termination of this Arrangement for any reason shall be without prejudice to the rights and remedies of either party in relation to any negligence, omission or default of the other party prior to termination. Upon termination or expiry of this MSA or all Order Forms: (a) all licences Arrangement. the Executive and rights granted shall immediately cease; (b) We the Provider will stop permitting access endeavour to the Services, and you will stop trying to access or use them; (c) each party will return, or if instructed destroy, equipment, property and other items and copies that we have belonging to the other (except that both make interim arrangements in respect of us may retain Confidential Information where required by law, and that CRM Information and System Data will be deleted and retained by Us in accordance with Section 8.7); (d) you will delete any and all copies of Software from your infrastructure and devices and will confirm to Us in writing that you have done so; (e) all unpaid Fees shall become immediately due and payable. Only if you those Service Users who are terminating in accordance with your rights under this MSA will any Fees paid in advance be refunded to you pro-rata where they relate to a period after the effective date of termination. In no event will termination or expiry of an Order Form or this MSA relieve you of your obligation to pay to Us all Fees for the period prior to receiving Services on the effective date of termination or expiryexpiry that will minimise disruption or distress to such Service Users. To Pending the extent finalisation of any Order Forms such arrangements in respect of such Service Users, the Provider will continue to care for, and accommodate, any Service User who is receiving Services on the effective date of termination or expiry until such time as any new arrangements are not terminated effective or have not expireduntil the Service User can be discharged or transferred to another facility, notwithstanding the foregoing whichever is earlier. The terms and conditions of this Section 8.5Arrangement (including funding obligations) will continue to bind each party and remain in effect for Services provided to each such Service User until discharge or transfer or until any new arrangements become effective, whichever is earlier. Both parties will endeavour to complete such transition arrangements within a 6 month period. In the interests of safeguarding the well-being, welfare and the continuity of Services to Service Users, upon termination or expiry of the whole or any part of this Arrangement, the Provider shall, if required by the Executive on a temporary basis, provide reasonable access to the Executive to any premises used in the provision of the Services until such time as the transfer of Service Users to any new premises, or discharge of Service Users, can reasonably occur. Upon termination or expiry of the whole or any part of this Arrangement: (i) the Provider shall, subject to Data Protection Laws, co-operate fully with the Executive in providing any licences data, confidential information and rights granted documentation in relation to the Services set out on remaining Order Forms shall continue in force till the end of their Subscription Period, and you and and/or Service Users as may continue to access and use the Services and Software accordingly; (ii) We may retain Confidential Information reasonably be required by Us for the continued delivery Executive or any replacement provider of such remaining services; the Provider shall co-operate fully with and provide all reasonable assistance to any replacement provider of services so as to ensure an efficient and expedient transition to the replacement provider without delay or disruption to the provision of the Services; and (iii) you will remain responsible for the payment of all Fees relevant through Provider shall immediately return, at its own cost, to the end of Executive or destroy at the Subscription Period(s)Executive's request, any property in its possession or under its control that belongs to, or has been predominantly funded by, the Executive. 8.6. Access to Content on termination or expiry (Protect/Workspace). The Services may provide controls that can be used to retrieve, block access to or delete Content, and so Content may be subject to user defined retention or access periods. If you have not already saved decrypted versions of your Content you will have the period set out in Our Retention Policy to request a copy (or a method for decrypting locally stored Content). We reserve the right to charge for assistance provided at Our then current rates. Following expiry of the retention period, in accordance with Our Retention Policy We will securely destroy or dispose of Content then in your accounts Without prejudice to the fullest extent technically possible and will have no obligation provisions of this Arrangement in respect of liability, the Provider agrees to store it and no liability use reasonable endeavours to you or mitigate its losses in the event of termination of this Arrangement for any User as a result of its destruction or disposalreason.

Appears in 1 contract

Samples: Service Arrangement

Effect of Termination or Expiry. Upon expiration or termination or expiry of this MSA MOU for any reason whatsoever: (i) all rights, licenses and benefits granted to GCV under this MOU shall forthwith revert to BCCI-IPL; (ii) GCV shall immediately cease to exercise or exploit any such rights, licenses or benefits and BCCI-IPL shall immediately thereafter be entitled to grant all Order Forms: or any such rights, licenses or benefits to any other person; (iii) GCV shall not thereafter use or exploit its previous connection with BCCI-IPL or the Indian Premier, whether directly or indirectly; (iv) GCV shall not at any time thereafter (a) all licences and rights granted shall immediately ceasedisclose or use any confidential information relating to BCCI-IPL, or the Indian Premier League acquired by GCV during or as a result of this MOU; (b) We will stop permitting access to make any use of any trade marks, trade names and/or logos of BCCI-IPL, the ServicesIPL sponsors, and you will stop trying to access partners or use themfranchises or any similar trade marks, trade names and/or logos; (c) each party purport to be associated with BCCI-IPL and/or the IPL; (v) GCV shall promptly return to BCCI-IPL all property of BCCI-IPL within its possession, save that GCV will return, or if instructed destroy, equipment, be permitted to retain such property and other items and copies that we have belonging as it demonstrates (to the other (except that both of us may retain Confidential Information where BCCI-IPL’s reasonable satisfaction) to be required by law, and that CRM Information and System Data will law to be deleted and retained maintained for records; (vi) GCV shall execute any documents required by Us BCCI-IPL to effect the termination and/or assignment to BCCI-IPL of any rights in accordance connection with Section 8.7); this MOU; (dvii) you will delete such termination shall be without prejudice to any and all copies of Software from your infrastructure and devices and will confirm other rights or remedies to Us in writing that you have done so; (e) all unpaid Fees shall become immediately due and payable. Only if you are terminating in accordance with your rights which a party may be entitled under this MSA will any Fees paid in advance be refunded to you pro-rata where they relate to a period after the effective date of termination. In no event will termination MOU or expiry of an Order Form or this MSA relieve you of your obligation to pay to Us all Fees for the period prior to the effective date of termination or expiry. To the extent any Order Forms are not terminated or have not expired, notwithstanding the foregoing terms of this Section 8.5: (i) any licences and rights granted in relation to the Services set out on remaining Order Forms shall continue in force till the end of their Subscription Period, and you and Users may continue to access and use the Services and Software accordingly; (ii) We may retain Confidential Information required by Us for the continued delivery of such remaining Services; and (iii) you will remain responsible for the payment of all Fees relevant through to the end of the Subscription Period(s). 8.6. Access to Content on termination or expiry (Protect/Workspace). The Services may provide controls that can be used to retrieve, block access to or delete Content, and so Content may be subject to user defined retention or access periods. If you have not already saved decrypted versions of your Content you will have the period set out in Our Retention Policy to request a copy (or a method for decrypting locally stored Content). We reserve the right to charge for assistance provided at Our then current rates. Following expiry of the retention period, in accordance with Our Retention Policy We will securely destroy or dispose of Content then in your accounts to the fullest extent technically possible and will have no obligation to store it and no liability to you or any User Law as a result of its or in relation to any breach or other event which gives rise to such termination, and shall not affect any other accrued rights or liabilities of either party as at the date of termination; and (viii) within fourteen (14) days after the expiry of the Term or after any earlier termination of this Agreement, GCV shall upon and in accordance with the reasonable written instructions of BCCI-IPL either (at the BCCI-IPL's election): (a) deliver to (delivery costs being for the account of GCV where such instructions follow a termination of this Agreement by BCCI-IPL, but otherwise being for the account of BCCI-IPL) or make available for collection by BCCI-IPL; or (b) procure destruction of, all or disposalany recordings of IPL-related footage and (unless agreement is reached pursuant to Clause 1.9(ii)(d)) stills, and such other tapes, videos and other recordings of IPL-related material delivered to GCV by or on behalf of BCCI-IPL pursuant to this MOU. Any such delivery shall be to the address notified to GCV by BCCI-IPL in writing or otherwise in accordance with the written instructions of BCCI-IPL; and (ix) It is acknowledged and agreed that the terms of Clauses 2.1-2.4 (inclusive), 4.2, 5.6-5.10 (inclusive) shall survive termination of this MOU.

Appears in 1 contract

Samples: Novation Agreement (Live Current Media Inc.)

Effect of Termination or Expiry. If the Executive or the Provider exercises its rights to terminate this Arrangement, the Executive will within a period of forty-five (45) days’ pay to the Provider reasonable and agreed costs accrued to the date of termination (or in the event such costs cannot be agreed, such reasonable costs which the Executive believes have fairly accrued to the date of termination), but if this Arrangement is terminated by the Executive on the grounds that the Services provided are unsatisfactory, the Executive shall pay to the Provider only the proportion of the Funding which is in respect of the Services provided prior to termination which meet a standard, which is in all respects to the reasonable satisfaction of the Executive. Neither party shall be liable to the other party for any loss of profit, contracts, goodwill, business opportunity or anticipated saving arising out of or in connection with the termination of this Arrangement for any reason or any consequential loss or damage that may arise out of termination of this Arrangement. Termination of this Arrangement for any reason shall be without prejudice to the rights and remedies of either party in relation to any negligence, omission or default of the other party prior to termination. Upon termination or expiry of this MSA or all Order Forms: (a) all licences Arrangement the Executive and rights granted shall immediately cease; (b) We the Provider will stop permitting access endeavour to the Services, and you will stop trying to access or use them; (c) each party will return, or if instructed destroy, equipment, property and other items and copies that we have belonging to the other (except that both make interim arrangements in respect of us may retain Confidential Information where required by law, and that CRM Information and System Data will be deleted and retained by Us in accordance with Section 8.7); (d) you will delete any and all copies of Software from your infrastructure and devices and will confirm to Us in writing that you have done so; (e) all unpaid Fees shall become immediately due and payable. Only if you those Service Users who are terminating in accordance with your rights under this MSA will any Fees paid in advance be refunded to you pro-rata where they relate to a period after the effective date of termination. In no event will termination or expiry of an Order Form or this MSA relieve you of your obligation to pay to Us all Fees for the period prior to receiving Services on the effective date of termination or expiryexpiry that will minimise disruption or distress to such Service Users. To Pending the extent finalisation of any Order Forms such arrangements in respect of such Service Users, the Provider will continue to care for, and accommodate, any Service User who is receiving Services on the effective date of termination or expiry until such time as any new arrangements are not terminated effective or have not expireduntil the Service User can be discharged or transferred to another facility, notwithstanding the foregoing whichever is earlier. The terms and conditions of this Section 8.5Arrangement (including funding obligations) will continue to bind each party and remain in effect for Services provided to each such Service User until discharge or transfer or until any new arrangements become effective, whichever is earlier. Both parties will endeavour to complete such transition arrangements within a 6 month period. In the interests of safeguarding the well-being, welfare and the continuity of Services to Service Users, upon termination or expiry of the whole or any part of this Arrangement, the Provider shall, if required by the Executive on a temporary basis, provide reasonable access to the Executive to any premises used in the provision of the Services until such time as the transfer of Service Users to any new premises, or discharge of Service Users, can reasonably occur. Upon termination or expiry of the whole or any part of this Arrangement: (i) the Provider shall, subject to Data Protection Laws, co-operate fully with the Executive in providing any licences data, confidential information and rights granted documentation in relation to the Services set out on remaining Order Forms shall continue in force till the end of their Subscription Period, and you and and/or Service Users as may continue to access and use the Services and Software accordingly; (ii) We may retain Confidential Information reasonably be required by Us for the continued delivery Executive or any replacement provider of such remaining services; the Provider shall co-operate fully with and provide all reasonable assistance to any replacement provider of services so as to ensure an efficient and expedient transition to the replacement provider without delay or disruption to the provision of the Services; and (iii) you will remain responsible for the payment of all Fees relevant through Provider shall immediately return, at its own cost, to the end of Executive or destroy at the Subscription Period(s)Executive's request, any property in its possession or under its control that belongs to, or has been predominantly funded by, the Executive. 8.6. Access to Content on termination or expiry (Protect/Workspace). The Services may provide controls that can be used to retrieve, block access to or delete Content, and so Content may be subject to user defined retention or access periods. If you have not already saved decrypted versions of your Content you will have the period set out in Our Retention Policy to request a copy (or a method for decrypting locally stored Content). We reserve the right to charge for assistance provided at Our then current rates. Following expiry of the retention period, in accordance with Our Retention Policy We will securely destroy or dispose of Content then in your accounts Without prejudice to the fullest extent technically possible and will have no obligation provisions of this Arrangement in respect of liability, the Provider agrees to store it and no liability use reasonable endeavours to you or mitigate its losses in the event of termination of this Arrangement for any User as a result of its destruction or disposalreason.

Appears in 1 contract

Samples: Service Arrangement

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Effect of Termination or Expiry. If the Executive or the Provider exercises its rights to terminate this Arrangement, the Executive will within a period of forty-five (45) days’ pay to the Provider reasonable and agreed costs accrued to the date of termination (or in the event such costs cannot be agreed, such reasonable costs which the Executive believes have fairly accrued to the date of termination), but if this Arrangement is terminated by the Executive on the grounds that the Services provided are unsatisfactory, the Executive shall pay to the Provider only the proportion of the Funding which is in respect of the Services provided prior to termination which meet a standard, which is in all respects to the reasonable satisfaction of the Executive. Neither party shall be liable to the other party for any loss of profit, contracts, goodwill, business opportunity or anticipated saving arising out of or in connection with the termination of this Arrangement for any reason or any consequential loss or damage that may arise out of termination of this Arrangement. Termination of this Arrangement for any reason shall be without prejudice to the rights and remedies of either party in relation to any negligence, omission or default of the other party prior to termination. Upon termination or expiry of this MSA or all Order Forms: (a) all licences Arrangement, the Executive and rights granted shall immediately cease; (b) We the Provider will stop permitting access endeavour to the Services, and you will stop trying to access or use them; (c) each party will return, or if instructed destroy, equipment, property and other items and copies that we have belonging to the other (except that both make interim arrangements in respect of us may retain Confidential Information where required by law, and that CRM Information and System Data will be deleted and retained by Us in accordance with Section 8.7); (d) you will delete any and all copies of Software from your infrastructure and devices and will confirm to Us in writing that you have done so; (e) all unpaid Fees shall become immediately due and payable. Only if you those Service Users who are terminating in accordance with your rights under this MSA will any Fees paid in advance be refunded to you pro-rata where they relate to a period after the effective date of termination. In no event will termination or expiry of an Order Form or this MSA relieve you of your obligation to pay to Us all Fees for the period prior to receiving Services on the effective date of termination or expiryexpiry that will minimise disruption or distress to such Service Users. To Pending the extent finalisation of any Order Forms such arrangements in respect of such Service Users, the Provider will continue to care for, and accommodate, any Service User who is receiving Services on the effective date of termination or expiry until such time as any new arrangements are not terminated effective or have not expireduntil the Service User can be discharged or transferred to another facility, notwithstanding the foregoing whichever is earlier. The terms and conditions of this Section 8.5Arrangement (including funding obligations) will continue to bind each party and remain in effect for Services provided to each such Service User until discharge or transfer or until any new arrangements become effective, whichever is earlier. In the interests of safeguarding the well-being, welfare and the continuity of Services to Service Users, upon termination or expiry of the whole or any part of this Arrangement, the Provider shall, if required by the Executive on a temporary basis, provide reasonable access to the Executive to any premises used in the provision of the Services until such time as the transfer of Service Users to any new premises, or discharge of Service Users, can reasonably occur. Upon termination or expiry of the whole or any part of this Arrangement: (i) the Provider shall, subject to Data Protection Laws, co-operate fully with the Executive in providing any licences data, confidential information and rights granted documentation in relation to the Services set out on remaining Order Forms shall continue in force till the end of their Subscription Period, and you and and/or Service Users as may continue to access and use the Services and Software accordingly; (ii) We may retain Confidential Information reasonably be required by Us for the continued delivery Executive or any replacement provider of such remaining services; the Provider shall co-operate fully with and provide all reasonable assistance to any replacement provider of services so as to ensure an efficient and expedient transition to the replacement provider without delay or disruption to the provision of the Services; and (iii) you will remain responsible for the payment of all Fees relevant through Provider shall immediately return, at its own cost, to the end of Executive or destroy at the Subscription Period(s)Executive's request, any property in its possession or under its control that belongs to, or has been predominantly funded by, the Executive. 8.6. Access to Content on termination or expiry (Protect/Workspace). The Services may provide controls that can be used to retrieve, block access to or delete Content, and so Content may be subject to user defined retention or access periods. If you have not already saved decrypted versions of your Content you will have the period set out in Our Retention Policy to request a copy (or a method for decrypting locally stored Content). We reserve the right to charge for assistance provided at Our then current rates. Following expiry of the retention period, in accordance with Our Retention Policy We will securely destroy or dispose of Content then in your accounts Without prejudice to the fullest extent technically possible and will have no obligation provisions of this Arrangement in respect of liability, the Provider agrees to store it and no liability use reasonable endeavours to you or mitigate its losses in the event of termination of this Arrangement for any User as a result of its destruction or disposalreason.

Appears in 1 contract

Samples: Service Arrangement

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