Common use of License Termination Clause in Contracts

License Termination. VENDOR may only terminate COUNTY’s Perpetual Software License as granted herein if COUNTY commits a Material Breach of the terms and conditions of this Agreement, subject to the notice and opportunity to cure provide herein. If COUNTY’s Material Breach is uncured and VENDOR elects to terminate the Agreement pursuant to this Article XII, upon notice of such election COUNTY shall discontinue all use of the Software and shall immediately return to VENDOR all copies of the Software, all related Documentation, and all other materials which contain any Confidential Information of VENDOR in COUNTY's possession or control. In such event, COUNTY shall also permanently delete all copies of all such items residing in COUNTY’s on or off line computer memory. VENDOR, with prior approval from COUNTY, may enter into any location controlled by COUNTY that has any Software, Documentation, and any other Confidential Information of VENDOR, to repossess and remove and/or to deactivate any Software. COUNTY shall, upon request from VENDOR, certify in writing to VENDOR that all copies of the Software and all Documentation, and all other materials required to be returned to VENDOR hereunder or to be deleted have been returned or deleted as appropriate.