Common use of Expiry or Termination Clause in Contracts

Expiry or Termination. Where the Client terminates the Contract under Clause G2 (Termination on Default) and then makes other arrangements for the supply of Goods or Services, the Client may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Client throughout the remainder of the Contract Period. The Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause G2 (Termination on Default), no further payments shall be payable by the Client to the Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Client), until the Client has established the final cost of making the other arrangements envisaged under this Clause. Subject to Clause F1, where the Client terminates the Contract under Clause G3 (Break), the Client shall indemnify the Contractor against any commitments, liabilities or expenditure which represent an unavoidable direct loss to the Contractor by reason of the termination of the Contract, provided that the Contractor takes all reasonable steps to mitigate such loss. Where the Contractor holds insurance, the Client shall only indemnify the Contractor for those unavoidable direct costs that are not covered by the insurance available. The Contractor shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from the Client, with supporting evidence, of losses reasonably and actually incurred by the Contractor as a result of termination under Clause G3 (Break). The Client shall not be liable under Clause G4.2 to pay any sum which: was claimable under insurance held by the Contractor, and the Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; when added to any sums paid or due to the Contractor under the Contract, exceeds the total sum that would have been payable to the Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or is a claim by the Contractor for loss of profit, due to early termination of the Contract. Save as otherwise expressly provided in the Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Contractor under Clauses B2 (Payment Terms and VAT), B3 (Recovery of Sums Due), C1 (Prevention of Corruption), D2(Data Protection Act), D3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Xxx 0000, Section 18 and Section 19 Commissioners for Revenue and Customs Act 2005), D4 (Confidential Information), D5 (Freedom of Information), D8 (Intellectual Property Rights), D9 (Audit and National Audit Office), E5 Remedies Cumulative), F1 (Liability, Indemnity and Insurance), G4 (Consequences of Expiry or Termination), G6 (Recovery upon Termination) and H1 (Governing Law and Jurisdiction).

Expiry or Termination. Where the Client terminates the Contract under Clause G2 (Termination on Default) and then makes other arrangements for the supply of Goods or Services, the Client may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Client throughout the remainder of the Contract Period. The Client shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause G2 (Termination on Default), no further payments shall be payable by the Client to the Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Client), until the Client has established the final cost of making the other arrangements envisaged under this Clause. Subject to Clause F1, where the Client terminates the Contract under Clause G3 (Break), the Client shall indemnify the Contractor against any commitments, liabilities or expenditure which represent an unavoidable direct loss to the Contractor by reason of the termination of the Contract, provided that the Contractor takes all reasonable steps to mitigate such loss. Where the Contractor holds insurance, the Client shall only indemnify the Contractor for those unavoidable direct costs that are not covered by the insurance available. The Contractor shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from the Client, with supporting evidence, of losses reasonably and actually incurred by the Contractor as a result of termination under Clause G3 (Break). The Client shall not be liable under Clause G4.2 to pay any sum which: was claimable under insurance held by the Contractor, and the Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; when added to any sums paid or due to the Contractor under the Contract, exceeds the total sum that would have been payable to the Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or is a claim by the Contractor for loss of profit, due to early termination of the Contract. Save as otherwise expressly provided in the Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client or the Contractor under Clauses B2 (Payment Terms and VAT), B3 (Recovery of Sums Due), C1 (Prevention of Corruption), D2(Data Protection Act), D3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Xxx 0000Act 1989, Section 18 and Section 19 Commissioners for Revenue and Customs Act 2005), D4 (Confidential Information), D5 (Freedom of Information), D8 (Intellectual Property Rights), D9 (Audit and National Audit Office), E5 Remedies Cumulative), F1 (Liability, Indemnity and Insurance), G4 (Consequences of Expiry or Termination), G6 (Recovery upon Termination) and H1 (Governing Law and Jurisdiction).

Expiry or Termination. Where the Client Customer terminates the Contract under Clause G2 clauses 26.4 (Guarantee), 26.4 (Termination on Default), 26.7 (Financial Standing), 26.8 (Audit), 26.9 (Benchmarking) and then makes other arrangements for the supply of Goods or and/or the Services, the Client Customer may recover from the Contractor Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Client Customer throughout the remainder of the Contract Period. The Client Customer shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause G2 (Termination on Default)clauses 26.3, 26.4, 26.7, 26.8 and 26.9, no further payments shall be payable by the Client Customer to the Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Client), Supplier until the Client Customer has established the final cost of making the those other arrangements envisaged under this Clausearrangements. Subject to Clause F1clause 25, where the Client Customer terminates the Contract under Clause G3 clause 26.5 (BreakTermination without Cause), the Client Customer shall indemnify the Contractor Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable direct loss to by the Contractor Supplier by reason of the termination of the Contract, provided that the Contractor Supplier takes all reasonable steps to mitigate such loss. Where the Contractor Supplier holds insurance, the Client Supplier shall only indemnify the Contractor for those reduce its unavoidable direct costs that are not covered by the any insurance sums available. The Contractor Supplier shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from the Clientsuch loss, with supporting evidence, of losses reasonably and actually incurred by the Contractor Supplier as a result of termination under Clause G3 clause 26.5 (BreakTermination without Cause). The Client Customer shall not be liable under Clause G4.2 clause 27.2 to pay any sum which: was claimable under insurance held by the ContractorSupplier, and the Contractor Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or when added to any sums paid or due to the Contractor Supplier under the Contract, exceeds the total sum that would have been payable to the Contractor Supplier if the Contract had not been terminated prior to the expiry of the Contract Period; or is a claim by . On the Contractor for loss of profit, due to early termination of the ContractContract for any reason, the Supplier shall: immediately return to the Customer all Confidential Information, Personal Data and Customer’s Pre-Existing IPRs and the Project Specific IPRs in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Goods and Services; cease to use the Customer Data and, at the direction of the Customer provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form in the formats and on media agreed with the Customer and/or the Replacement Supplier; except where the retention of Customer Data is required by Law, on the earlier of the receipt of the Customer's written instructions or 12 months after the date of expiry or termination, destroy all copies of the Customer Data and promptly provide written confirmation to the Customer that the data has been destroyed. immediately deliver to the Customer all Property (including materials, documents, information and access keys) provided to the Supplier under clause 5.2. Such property shall be handed back to the Customer in good working order (allowance shall be made for reasonable wear and tear); transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the Licensed Goods and/or contracts listed in the Exit Plan as are notified to it by the Supplier and/or the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such Licensed Goods and/or contracts; assist and co-operate with the Customer to ensure an orderly transition of the provision of the Services to the Replacement Supplier and/or the completion of any work in progress in accordance with the Exit Plan, or if no Exit Plan has been agreed, provide such assistance and co-operation as the Customer may require; return to the Customer any sums prepaid in respect of the Goods and Services not provided by the date of expiry or termination (howsoever arising); and promptly provide all information concerning the provision of the Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Goods and Services have been provided or for the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. If the Supplier fails to comply with clause 27.4.1 and 27.4.8, the Customer may recover possession thereof and the Supplier grants a licence to the Customer or its appointed agents to enter (for the purposes of such recovery) any premises of the Supplier or its permitted agents or Sub-contractors where any such items may be held. Where the end of the Contract Period arises due to the Supplier’s Default, the Supplier shall provide all assistance under clause 27.4.5 and 27.4.8 free of charge. Otherwise, the Customer shall pay the Supplier’s reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. At the end of the Contract Period (howsoever arising) the licence granted pursuant to clause 12.2.1 shall automatically terminate without the need to serve notice. Save as otherwise expressly provided in the Contract: termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at the time of such termination or expiry; and termination of the Contract shall not affect the continuing rights, remedies or obligations of the Client Customer or the Contractor Supplier under Clauses B2 clauses 13.2 (Payment Terms and VAT), B3 13.3 (Recovery of Sums Due), C1 21 (Prevention of CorruptionIntellectual Property Rights), D2(Data 23.5 (Protection Actof Personal Data), D3 23.6 (Confidentiality), 23.7 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Xxx 0000, Section 18 and Section 19 Commissioners for Revenue and Customs Act 2005), D4 (Confidential Information), D5 23.8 (Freedom of Information), D8 25 (Intellectual Property RightsLiabilities), D9 (Audit and National Audit Office), E5 Remedies Cumulative), F1 (Liability, Indemnity and Insurance), G4 27 (Consequences of Expiry or Termination), G6 31 (Recovery upon TerminationPrevention of Bribery and Corruption), 32 (Records and Audit Access), 38 (Cumulative Remedies), 44 (Conflicts of Interest), 34 (Prevention of Fraud), 46 (The Contracts (Rights of Third parties Act 1999) and H1 49.1 (Governing Law and Jurisdiction).