Common use of Initial Term and Renewal Terms Clause in Contracts

Initial Term and Renewal Terms. This Agreement will commence on the Effective Date and, will continue in full force and effect for five (5) years from the Effective Date (the “Initial Term”), unless earlier terminated in accordance with this Section 9. 9.1.1. This Agreement shall automatically renew for a subsequent five-year term (the “First Renewal Term”), provided that if Licensee did not satisfy the performance metrics set forth on Schedule B hereto (the “Performance Metrics”) for the Initial Term, S&W may provide written notice of nonrenewal for failure to meet the Performance Metrics within 30 days following the end of the Initial Term and, following such notice, this Agreement shall not renew for a First Renewal Term but shall instead continue for a period of twelve (12) months from the last day of the Initial Term. After the First Renewal Term, the parties may agree in writing to one or more five-year renewal terms, provided, however, that unless the parties have so agreed to any such additional renewal terms, this Agreement shall continue on a month-to-month basis, and may be terminated by either party at any time by giving twelve (12) months’ written notice to the other party. 9.1.2. In addition to the conditions on renewal set forth in Section 9.1.1, if either party wishes to modify the Royalty Rate, commencing on or after ten (10) years from the Effective Date, then not later than six (6) months prior to the expiration of the First Renewal Term, or of any subsequent five-year renewal term to which the parties may agree pursuant to Section 9.1.1, the parties shall engage in good faith discussions regarding such new Royalty Rate, and if the parties are unable to agree on a new Royalty Rate, the parties will engage an independent third party (“ITP”) to set the new Royalty Rate based off the industry average rate. Upon determination of such new Royalty Rate by the ITP, such Royalty Rate shall be the Royalty Rate under Section 6.1 of the Agreement, starting with the five-year renewal term as to which the modified rate was requested and continuing thereafter, provided, if either party does not agree with the rate determined by the ITP, such party may elect to not extend the Agreement and this Agreement shall not renew for such five-year renewal term, but shall instead continue for a period of twelve (12) months from the last day of the preceding renewal term at the same Royalty Rate of such preceding renewal term. The cost of the ITP shall be paid by the Party that does not wish to extend the Agreement, or split equally between the parties if the Agreement is extended. For avoidance of doubt, the parties agree that the royalty rate adjustment is not a one-time event, and may be renegotiated at the end of each renewal after the First Renewal Term.

Initial Term and Renewal Terms. This Agreement will commence shall, when signed by duly authorized representatives of both parties, remain valid as follows: 7.1.1 This Agreement shall become effective on the Effective Date andand continue until June 30, will continue in full force and effect for five (5) years from the Effective Date 2015 (the “Initial Term”), unless earlier terminated in accordance with this Section 9. 9.1.1. This 7.1.2 Following the Initial Term, and subject to Section 7.1.3 and 7.1.4, the Agreement shall automatically renew may be renewed, for two (2) successive terms of five (5) years each (each a subsequent five-year term (the “First Renewal Term”), provided that if Licensee did not satisfy . To renew the performance metrics set forth on Schedule B hereto (the “Performance Metrics”) Agreement for the Initial Term, S&W may provide written notice of nonrenewal for failure to meet the Performance Metrics within 30 days following the end of the Initial Term and, following such notice, this Agreement shall not renew for a First Renewal Term but shall instead continue for a period of twelve (12) months from the last day of the Initial Term. After the First each Renewal Term, Licensee at its sole option must indicate its intent to renew the parties may agree in writing to one or more five-year renewal terms, provided, however, that unless the parties have so agreed to any such additional renewal terms, this Agreement shall continue on by providing a month-to-month basis, and may be terminated by either party at any time by giving twelve (12) months’ written notice to the other party. 9.1.2. In addition Licensor, to the conditions on renewal set forth in Section 9.1.1, if either party wishes to modify the Royalty Rate, commencing on or after ten (10) years from the Effective Date, then not later be provided no less than six (6) months prior to the expiration end of the First then-current Initial Term or Renewal Term (each a “Notice Period”). 7.1.3 The parties agree that the same terms and conditions of this Agreement in effect at the end of the then-current Initial Term or Renewal Term, will apply upon a renewal of this Agreement as provided herein, including but not limited to the Minimum Payment as per Article 3 of this Agreement, except for the pricing, as per Addendum C Section 2, which new pricing must be determined and agreed to in writing by the ******* - Material has been omitted and filed separately with the Commission. parties, based upon Licensor’s standard market prices for the Development Software and services, in effect at the end of the then-current Initial Term or Renewal Term. 7.1.4 The parties shall negotiate new pricing upon receipt of any subsequent five-year renewal term to which the parties may agree Licensee’s written notice by Licensor pursuant to Section 9.1.17.1.2. In the event that within thirty (30) days following MedQuist providing Licensor with written notice of Licensee’s intent to renew pursuant to Section 7.1.2, the parties shall engage in good faith discussions regarding (i) Licensor does not respond to such new Royalty Ratenotice from Licensee, and if or (ii) the parties are unable to agree on a in writing to new Royalty Ratepricing as per Section 7.1.3 for the proposed Renewal Term, the parties Agreement will engage an independent third party terminate on the date that is two (“ITP”2) to set years from the new Royalty Rate based off the industry average rate. Upon determination of such new Royalty Rate by the ITP, such Royalty Rate shall be the Royalty Rate under Section 6.1 end of the Agreementthen current Initial Term, starting with or Renewal Term (the five-year renewal term as to which “Termination Period”). During the modified rate was requested Termination Period, all terms and continuing thereafter, provided, if either party does not agree with the rate determined by the ITP, such party may elect to not extend the Agreement and conditions of this Agreement shall not renew for such five-year renewal term, but shall instead continue for a period of twelve (12) months from the last day of the preceding renewal term at the same Royalty Rate of such preceding renewal term. The cost of the ITP shall be paid by the Party that does not wish to extend the Agreement, or split equally between the parties if the Agreement is extended. For avoidance of doubt, the parties agree that the royalty rate adjustment is not a one-time event, and may be renegotiated in effect at the end of each renewal after the First then-current Initial Term or Renewal TermTerm will apply, except for the Minimum Payment terms as per Article 3 of this Agreement.

Initial Term and Renewal Terms. This Agreement will commence on the Amended Effective Date and, will continue in full force and effect for five (5) years from the Effective Date May 1, 2024 (the “Initial Term”), unless earlier terminated in accordance with this Section 9. 9.1.1. This Agreement shall automatically renew for a subsequent five-year term (the “First Renewal Term”), provided that if Licensee did not satisfy the performance metrics set forth on Schedule B hereto (the “Performance Metrics”) for After the Initial Term, S&W may provide written notice of nonrenewal for failure to meet the Performance Metrics within 30 days following the end of the Initial Term and, following such notice, this Agreement shall not renew for a First Renewal Term but shall instead continue for a period of twelve (12) months from the last day of the Initial Term. After the First Renewal Term, the parties may agree in writing to one or more five-year renewal terms, provided, however, that unless the parties have so agreed to any such additional renewal terms, this Agreement shall continue on terms (each a month-to-month basis, and may be terminated by either party at any time by giving twelve (12) months’ written notice to the other party“Renewal Term”). 9.1.2. In addition to the conditions on renewal set forth in Section 9.1.1, if either party wishes to modify the Royalty Rate, commencing on or after ten (10) years from the Effective Date, then not later than six (6) months prior to the expiration of the First Renewal Term, or of any subsequent five-year renewal term to which the parties may agree pursuant to Section 9.1.1, the parties shall engage in good faith discussions regarding such new Royalty Rate, and if the parties are unable to agree on a new Royalty Rate, the parties will engage an independent third party (“ITP”) to set the new Royalty Rate based off the industry average rate. Upon determination of such new Royalty Rate by the ITP, such Royalty Rate shall be the Royalty Rate under Section 6.1 of the Agreement, starting with the five-year renewal term as to which the modified rate was requested and continuing thereafter, provided, if either party does not agree with the rate determined by the ITP, such party may elect to not extend the Agreement and this Agreement shall not renew for such five-year renewal term, but shall instead continue for a period of twelve (12) months from the last day of the preceding renewal term at the same Royalty Rate of such preceding renewal term. The cost of the ITP shall be paid by the Party that does not wish to extend the Agreement, or split equally between the parties if the Agreement is extended. For avoidance of doubt, the parties agree that the royalty rate adjustment is not a one-time event, and may be renegotiated at the end of each renewal after six (6) months prior to the First expiration of the Renewal Term.

Initial Term and Renewal Terms. Unless earlier terminated pursuant to this Section 7, this Agreement shall, when signed by duly authorized representatives of both parties, remain valid as follows: 7.1.1 This Agreement will commence shall become effective on the Effective Date andand continue until June 30, will continue in full force and effect for five (5) years from the Effective Date 2015 (the “Initial Term”), unless earlier terminated in accordance with this Section 9. 9.1.1. This 7.1.2 Following the Initial Term, and subject to Section 7.1.3 and 7.1.4, the Agreement shall automatically renew may be renewed, for two (2) successive terms of five (5) years each (each a subsequent five-year term (the “First Renewal Term”), provided that if Licensee did not satisfy . To renew the performance metrics set forth on Schedule B hereto (the “Performance Metrics”) Agreement for the Initial Term, S&W may provide written notice of nonrenewal for failure to meet the Performance Metrics within 30 days following the end of the Initial Term and, following such notice, this Agreement shall not renew for a First Renewal Term but shall instead continue for a period of twelve (12) months from the last day of the Initial Term. After the First each Renewal Term, MedQuist must indicate its intent to renew the parties may agree in writing to one or more five-year renewal terms, provided, however, that unless the parties have so agreed to any such additional renewal terms, this Agreement shall continue on by providing a month-to-month basis, and may be terminated by either party at any time by giving twelve (12) months’ written notice to the other party. 9.1.2. In addition Nuance, to the conditions on renewal set forth in Section 9.1.1, if either party wishes to modify the Royalty Rate, commencing on or after ten (10) years from the Effective Date, then not later be provided no less than six (6) months prior to the expiration end of the First then-current Initial Term or Renewal Term (each a “Notice Period”). 7.1.3 The parties agree that the same terms and conditions of this Agreement in effect at the end of the then-current Initial Term or Renewal Term, will apply upon a renewal of this Agreement as provided herein, except for the pricing (ASR Line Rate) for the Licensed Product and any Services, which new pricing must be determined and agreed to in writing by the parties, based upon Nuance’s standard market prices for the Licensed Product Fees and Services, in effect at the end of the then-current Initial Term or Renewal Term. 7.1.4 The parties shall negotiate new pricing upon receipt of any subsequent five-year renewal term to which the parties may agree MedQuist’s written notice by Nuance pursuant to Section 9.1.17.1.2. In the event that, the parties shall engage in good faith discussions regarding within thirty (30) days following MedQuist providing Nuance with written notice of MedQuist’s intent to renew pursuant to Section 7.1.2, (i) Nuance does not respond to such new Royalty Ratenotice, and if or (ii) the parties are unable to agree in writing to new pricing as per Section 7.1.3 for the Licensed Product and any Services for the proposed Renewal Term, this Agreement will terminate on a new Royalty Rate, the parties will engage an independent third party date that is two (“ITP”2) to set years from the new Royalty Rate based off the industry average rate. Upon determination of such new Royalty Rate by the ITP, such Royalty Rate shall be the Royalty Rate under Section 6.1 end of the Agreementthen current Initial Term, starting with or Renewal Term (the five-year renewal term as to which “Termination Period”). During the modified rate was requested Termination Period, all terms and continuing thereafter, provided, if either party does not agree with the rate determined by the ITP, such party may elect to not extend the Agreement and conditions of this Agreement shall not renew for such five-year renewal term, but shall instead continue for a period of twelve (12) months from the last day of the preceding renewal term at the same Royalty Rate of such preceding renewal term. The cost of the ITP shall be paid by the Party that does not wish to extend the Agreement, or split equally between the parties if the Agreement is extended. For avoidance of doubt, the parties agree that the royalty rate adjustment is not a one-time event, and may be renegotiated in effect at the end of each renewal after the First then-current Initial Term or Renewal Term, will continue to apply.”

Initial Term and Renewal Terms. This Agreement will commence shall, when signed by duly authorized representatives of both parties, remain valid as follows: 7.1.1 This Agreement shall become effective on the Effective Date andand continue until June 30, will continue in full force and effect for five (5) years from the Effective Date 2015 (the “Initial Term”), unless earlier terminated in accordance with this Section 9. 9.1.1. This 7.1.2 Following the Initial Term, and subject to Section 7.1.3 and 7.1.4, the Agreement shall automatically renew may be renewed, for two (2) successive terms of five (5) years each (each a subsequent five-year term (the “First Renewal Term”), provided that if Licensee did not satisfy . To renew the performance metrics set forth on Schedule B hereto (the “Performance Metrics”) Agreement for the Initial Term, S&W may provide written notice of nonrenewal for failure to meet the Performance Metrics within 30 days following the end of the Initial Term and, following such notice, this Agreement shall not renew for a First Renewal Term but shall instead continue for a period of twelve (12) months from the last day of the Initial Term. After the First each Renewal Term, Licensee at its sole option must indicate its intent to renew the parties may agree in writing to one or more five-year renewal terms, provided, however, that unless the parties have so agreed to any such additional renewal terms, this Agreement shall continue on by providing a month-to-month basis, and may be terminated by either party at any time by giving twelve (12) months’ written notice to the other party. 9.1.2. In addition Licensor, to the conditions on renewal set forth in Section 9.1.1, if either party wishes to modify the Royalty Rate, commencing on or after ten (10) years from the Effective Date, then not later be provided no less than six (6) months prior to the expiration end of the First then-current Initial Term or Renewal Term (each a “Notice Period”). ******* - Material has been omitted and filed separately with the Commission. 7.1.3 The parties agree that the same terms and conditions of this Agreement in effect at the end of the then-current Initial Term or Renewal Term, will apply upon a renewal of this Agreement as provided herein, including but not limited to the Minimum Payment as per Article 3 of this Agreement, except for the pricing, as per Addendum C Section 2, which new pricing must be determined and agreed to in writing by the parties, based upon Licensor’s standard market prices for the Development Software and services, in effect at the end of the then-current Initial Term or Renewal Term. 7.1.4 The parties shall negotiate new pricing upon receipt of any subsequent five-year renewal term to which the parties may agree Licensee’s written notice by Licensor pursuant to Section 9.1.17.1.2. In the event that within thirty (30) days following MedQuist providing Licensor with written notice of Licensee’s intent to renew pursuant to Section 7.1.2, the parties shall engage in good faith discussions regarding (i) Licensor does not respond to such new Royalty Ratenotice from Licensee, and if or (ii) the parties are unable to agree on a in writing to new Royalty Ratepricing as per Section 7.1.3 for the proposed Renewal Term, the parties Agreement will engage an independent third party terminate on the date that is two (“ITP”2) to set years from the new Royalty Rate based off the industry average rate. Upon determination of such new Royalty Rate by the ITP, such Royalty Rate shall be the Royalty Rate under Section 6.1 end of the Agreementthen current Initial Term, starting with or Renewal Term (the five-year renewal term as to which “Termination Period”). During the modified rate was requested Termination Period, all terms and continuing thereafter, provided, if either party does not agree with the rate determined by the ITP, such party may elect to not extend the Agreement and conditions of this Agreement shall not renew for such five-year renewal term, but shall instead continue for a period of twelve (12) months from the last day of the preceding renewal term at the same Royalty Rate of such preceding renewal term. The cost of the ITP shall be paid by the Party that does not wish to extend the Agreement, or split equally between the parties if the Agreement is extended. For avoidance of doubt, the parties agree that the royalty rate adjustment is not a one-time event, and may be renegotiated in effect at the end of each renewal after the First then-current Initial Term or Renewal TermTerm will apply, except for the Minimum Payment terms as per Article 3 of this Agreement.