Common use of Exclusive Termination Rights Clause in Contracts

Exclusive Termination Rights. The Agreement may be terminated: (a) by either Party with thirty (30) days’ notice to the other Party in the event of the other Party’s material breach of the Agreement (which shall include without limitation any Customer payment delinquency or Customer breach of the Use Policy) and, if such breach is reasonably capable of cure, failure to cure such breach within such notice period, provided that such cure requirement shall not apply with respect to a Customer payment delinquency where there have been two or more such delinquencies; (b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event; (c) by 8x8 with thirty (30) days’ notice to Customer in the event that any SaaS Services become subject to an actual or threatened Claim of infringement (an “Infringement Claim”) and avoidance of the alleged infringement via procurement of a license or modification or replacement of the applicable SaaS Services (either or both of which may be exercised by 8x8, at its sole option and expense, in the event of any Infringement Claim) is not commercially feasible; (d) by 8x8 with thirty (30) days’ notice to Customer in the event that Customer objects to any change to these Terms proposed or made by 8x8 under Section 8 (Change in Terms); (e) by 8x8 with thirty (30) days’ notice to Customer in the event that 8x8 determines in good faith that such termination is necessary to comply with a law, regulation, or court or administrative order or ruling; or (f) by Customer through notice provided to 8x8 within the first thirty (30) days after the effective date of Customer’s initial Order, if the Ordered SaaS Services do not satisfy Customer’s requirements, in which case (i) Customer shall be relieved of its Subscription Commitment for any post-termination period and (ii) 8x8 shall refund any Service Fees paid to 8x8 for such post-termination period and any fees paid to 8x8 for the purchase of Ordered Equipment (less a $25.00 (USD) per piece re-stocking fee) that is returned to 8x8 within thirty (30) days after Customer’s notice of termination (with Customer first obtaining a return authorization number from 8x8 and 8x8 providing pre-paid return shipping) in accordance with 8x8’s instructions, in its original packaging, and in an undamaged condition; provided that for avoidance of doubt, Customer shall remain liable for any other amounts incurred under the Agreement, including without limitation any Service Fees for any period prior to such termination, Taxes, Regulatory Fees, or amounts related to Usage (including without limitation any post-termination Usage). THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 (TERMINATION) STATES THE PARTIES’ SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.

Exclusive Termination Rights. The Agreement may be terminated: (a) by either Party with thirty (30) days’ notice to the other Party in the event of the other Party’s material breach of the Agreement (which shall include without limitation any Customer payment delinquency or Customer breach of the Use Policy) and, if such breach is reasonably capable of cure, failure to cure such breach within such notice period, provided that such cure requirement shall not apply with respect to a Customer payment delinquency where there have has already been two or more such delinquenciesa delinquency; (b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event; (c) by 8x8 with thirty (30) days’ notice to Customer in the event that any SaaS Services become subject to an actual or threatened Claim of infringement (an “Infringement Claim”) and avoidance of the alleged infringement via procurement of a license or modification or replacement of the applicable SaaS Services (either or both of which may be exercised by 8x8, at its sole option and expense, in the event of any Infringement Claim) is not commercially feasible; (d) by 8x8 with thirty (30) days’ notice to Customer in the event that Customer objects to any change to these Terms proposed or made by 8x8 under Section 8 (Change in Terms); (e) by 8x8 with thirty (30) days’ notice to Customer in the event that 8x8 determines in good faith that such termination is necessary to comply with a law, regulation, or court or administrative order or ruling; or (f) by Customer through notice provided to 8x8 within the first thirty (30) days after the effective date of Customer’s initial Order, if the Ordered SaaS Services do not satisfy Customer’s requirements, in which case (i) Customer shall be relieved of its Subscription Commitment for any post-termination period and (ii) 8x8 shall refund any Service Fees paid to 8x8 for such post-termination period and any fees paid to 8x8 for the purchase of Ordered Equipment (less a $25.00 (USD) per piece re-stocking fee) that is returned to 8x8 within thirty (30) days after Customer’s notice of termination (with Customer first obtaining a return authorization number from 8x8 and 8x8 providing pre-paid return shipping) in accordance with 8x8’s instructions, in its original packaging, and in an undamaged condition; provided that for avoidance of doubt, (1) Customer shall remain liable for any other amounts incurred under the Agreement, including without limitation any Service Fees for any period prior to such termination, Taxes, Regulatory Fees, or amounts related to Usage (including without limitation any post-termination Usage) and (2) where Customer has not paid Service Fees or other recurring amounts to 8x8 for any pre-termination portion of the Initial Term (including without limitation due to any agreement by 8x8 to waive or delay the billing of any Service Fees or other recurring amounts or to provide free service), Customer shall – notwithstanding any such agreement – become liable for and shall pay to 8x8 any such unpaid Service Fees or other recurring amounts for such pre-termination period. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 (TERMINATION) STATES THE PARTIES’ SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.

Exclusive Termination Rights. The Agreement may be terminated: (a) by either Party with thirty (30) days’ notice to the other Party in the event of the other Party’s material breach of the Agreement (which shall include without limitation any Customer payment delinquency or Customer breach of the Use Policy) and, if such breach is reasonably capable of cure, failure to cure such breach within such notice period, provided that such cure requirement shall not apply with respect to a Customer payment delinquency where there have been two or more such delinquencies; (b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event; (c) by 8x8 with thirty (30) days’ notice to Customer in the event that any SaaS Services become subject to an actual or threatened Claim of infringement (an “Infringement Claim”) and avoidance of the alleged infringement via procurement of a license or modification or replacement of the applicable SaaS Services (either or both of which may be exercised by 8x8, at its sole option and expense, in the event of any Infringement Claim) is not commercially feasible; (d) by 8x8 with thirty (30) days’ notice to Customer in the event that Customer objects to any change to these Terms proposed or made by 8x8 under Section 8 (Change in Terms); (e) by 8x8 with thirty (30) days’ notice to Customer in the event that 8x8 determines in good faith that such termination is necessary to comply with a law, regulation, or court or administrative order or ruling; or (f) by Customer through notice provided to 8x8 within the first thirty (30) days after the effective date of Customer’s initial Order, if the Ordered SaaS Services do not satisfy Customer’s requirements, in which case (i) Customer shall be relieved of its Subscription Commitment for any post-termination period and (ii) 8x8 shall refund any Service Fees paid to 8x8 for such post-termination period and any fees paid to 8x8 for the purchase of Ordered Equipment (less a $25.00 (USD) per piece re-stocking fee) that is returned to 8x8 within thirty (30) days after Customer’s notice of termination (with Customer first obtaining a return authorization number from 8x8 and 8x8 providing pre-paid return shipping) in accordance with 8x8’s instructions, in its original packaging, and in an undamaged condition; provided that for avoidance of doubt, (1) Customer shall remain liable for any other amounts incurred under the Agreement, including without limitation any Service Fees for any period prior to such termination, Taxes, Regulatory Fees, or amounts related to Usage (including without limitation any post-termination Usage) and (2) where Customer has not paid Service Fees or other recurring amounts to 8x8 for any pre-termination portion of the Initial Term (including without limitation due to any agreement by 8x8 to waive or delay the billing of any Service Fees or other recurring amounts or to provide free service), Customer shall – notwithstanding any such agreement – become liable for and shall pay to 8x8 any such unpaid Service Fees or other recurring amounts for such pre-termination period. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 (TERMINATION) STATES THE PARTIES’ SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.

Exclusive Termination Rights. The Agreement may be terminated: (a) by either Party with on thirty (30) days’ notice to the other Party in the event of if the other Party’s material breach of Party materially breaches the Agreement (which shall include including without limitation any Customer payment delinquency or Customer breach of payment obligations or the Use Policy) and, and fails to cure (if such breach cure is reasonably capable of cure, failure to cure such breach possible) within such the notice period, provided that such except Customer shall have no right to cure requirement shall not apply with respect to a Customer payment delinquency where there have been if 8x8 terminates the Agreement for two or more such delinquenciespayment breaches; (b) immediately by either Party upon on notice to the other Party where if the other Party experiences undergoes a Solvency Event; (c) by 8x8 with on thirty (30) days’ notice to Customer in the event that if any SaaS Services become subject to an actual or threatened infringement Claim of infringement (an “Infringement Claim”) and avoidance of the alleged infringement via procurement of that 8x8 cannot reasonably avoid by procuring a license or modification modifying or replacement of the applicable replacing such SaaS Services (either or both any of which 8x8 may be exercised by 8x8, do at its sole option and expense, in the event of any Infringement Claim) is not commercially feasible); (d) by 8x8 with on thirty (30) days’ notice to Customer in the event that if Customer objects to any rejects a change to these Terms proposed or made by 8x8 under Section 8 (Change in Terms); (e) by 8x8 with on thirty (30) days’ notice to Customer in the event that if 8x8 determines in good faith that such termination is necessary it must terminate the Agreement to comply with a law, regulation, or court or administrative order or rulingLaw; or (f) by Customer through notice provided to 8x8 Customer, within the first thirty (30) days after the effective date of Customer’s initial OrderEffective Date, if on notice to 8x8 that the Ordered SaaS Services do not satisfy Customer’s requirements, in which case (i) Customer shall be relieved of its Customer’s Subscription Commitment shall terminate and 8x8 shall refund any unused and prepaid amounts for any Ordered SaaS Services for the post-termination period period, and (ii) 8x8 shall refund any Service Fees paid to 8x8 fees it received for such post-termination period and any fees paid to 8x8 for the purchase of Ordered Equipment (less a $25.00 (USD) per piece re-stocking fee) that is returned to 8x8 within thirty (30) days after Customer’s notice of termination (with if Customer first obtaining obtains a return authorization number from 8x8 and ships such Ordered Equipment (prepaid by 8x8) undamaged and in its original packaging to the address 8x8 providing pre-paid return shipping) specifies, in accordance with 8x8’s instructions, in its original packaging, instructions (and in an undamaged condition; provided that for avoidance of doubtclarity, Customer shall remain liable for any other obligated to pay amounts incurred under the Agreement, including without limitation any Service Fees for any period prior to such termination, Taxes, Regulatory Fees, or amounts related to Usage (including without limitation termination and for any post-termination UsageUsage charges). NOTWITHSTANDING ANYTHING IN THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 (TERMINATION) STATES AGREEMENT TO THE CONTRARY, THESE ARE THE PARTIES’ SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.