Common use of Exit Rights Clause in Contracts

Exit Rights. Upon the End Date, with respect to any terminated or expired Engagement Schedule: 12.2.1 Any software license rights granted to Vendor by Prudential in the applicable Agreement will immediately terminate and Vendor will promptly (I) deliver to Prudential, at no cost to Prudential, a current copy of all such software, if any, in the form in use as of the End Date, and (ii) destroy or erase all other copies of all such software in Vendor's possession. Vendor will, upon the request of Prudential, certify in writing to Prudential that all such copies have been destroyed or erased. 12.2.2 Vendor will promptly, (I) deliver to Prudential, at no cost to Prudential, a copy of all of Work Product and Prudential Data, in each case in the form in use as of the End Date, (ii) return all Prudential Confidential Information to Prudential, and (iii) destroy or erase all other copies of the Work Product, Prudential Confidential Information and Prudential Data (as set forth in Section 3.8.4) in Vendor's possession. Vendor will, upon the request of Prudential, certify in writing that all the copies referred to in (I) and (iii) above have been destroyed or erased and all Prudential Confidential Information has been returned. Except as otherwise expressly provided under this Engagement Schedule, Prudential will, and will cause Prudential agents to, promptly return all Vendor Confidential Information to vendor and, upon Vendor's request, certify to Vendor that Prudential has complied with such obligations.