Obligations on Termination or Expiry. On termination, cancellation or expiry of this Agreement:
(a) the Client shall immediately pay to the Agency all of the Agency's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Agency may submit an invoice, which shall be payable immediately on receipt;
(b) the Client shall, return all of the Agency's Equipment. If the Client fails to do so, then the Agency may enter the Client's premises and take possession of the Agency's Equipment. Until the Agency's Equipment has been returned or repossessed, the Client shall be solely responsible for its safe keeping; and
(c) the Agency shall on request return any of the Client Materials not used up in the provision of the Services; and
(d) the Agency shall, upon request, return any personal data for which the Client is the data controller.
Obligations on Termination or Expiry. On termination or expiry of this agreement:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall, return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of the Supplier's Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services.
Obligations on Termination or Expiry. (a) Subject to clause 15.4(b), Customer must cease all use of Contract Manufacturer’s Confidential Information and Intellectual Property on termination or expiry of the Agreement.
(b) Subject to clauses 15.5, Customer may use Contract Manufacturer’s Confidential Information and Intellectual Property in connection with the sale of the Products (in accordance with the terms of the Agreement) which Customer has in stock at the termination or expiry of the Agreement and which Customer is not required to return to Contract Manufacturer under clause 15.4.
Obligations on Termination or Expiry. On termination or expiry of this Framework Agreement for any reason, the Authority, the Authorised Users and the relevant Consultant(s) shall promptly:
Obligations on Termination or Expiry. 15.1 Upon termination or expiry of the Agreement:
(a) all Order Forms shall automatically terminate and all usage and access rights to the Software granted to Authorised Users shall terminate; and Schedule 1.
(b) Licensor shall provide the Exit Services in accordance with paragraph 5 of
(c) Customer shall pay the Licensor all Charges and dues in accordance with the payment terms set out in clause 7.4, on termination of the Agreement.
15.2 If either party exercises its right to terminate the Agreement and/ or an individual Order Form, upon Customer’s request the Licensor shall either:
(a) promptly destroy any Customer Confidential Information in its possession, as requested by Customer; or
(b) promptly purge its systems of, and deliver to Customer, in a mutually agreed format, on media free of viruses, within five (5) days of the date of termination of the Agreement and/ or applicable Order Form, all copies of the relevant Customer Confidential Information in the possession or control of the Licensor which is in the Licensor’s possession or control, in connection with such Agreement and/ or the applicable Order Form.
15.3 Termination or expiry of this Agreement (in whole or part) shall not affect (a) any rights or obligations of the parties accrued prior to or upon termination or expiry; or (b) clauses 1, 3(b), 8, 9.2, 10, , 11.2 to 11.4 (inclusive), 13, 15, 17.2 to 17.8 (inclusive), 17.10 and 18 which, together with any other provisions that are reasonably intended to survive, shall survive termination or expiry.
Obligations on Termination or Expiry. 36.2.1 Reuters shall in any of the following circumstances issue to BT a notice in writing that it wishes to receive Exit Services and Exit Assistance in accordance with the terms of Schedule 15 (Exit Provisions) (an “Exit Notice”) :
(i) either Party serves a notice to terminate this Agreement in accordance with Clause 35 (for any reason), in which circumstances the notice of termination shall be deemed to be the Exit Notice;
(ii) in connection with the expiry of this Agreement, such Exit Notice not to be given prior to the date falling six (6) months after the seventh anniversary of the Closing Date); or
(iii) in connection with a Business Transfer Event.
36.2.2 On and from the receipt by BT of an Exit Notice, each Party shall comply with the provisions of Schedule 15 (Exit Provisions), save that BT may (acting reasonably and good faith) by providing written notice to Reuters as soon as reasonably practicable after receipt of the Exit Notice, elect not to provide Exit Services or Exit Assistance in connection with a Business Transfer Event where the relevant purchaser is (i) a competitor of BT or a member of the BT Group Back to Contents and/or (ii) a person with whom a member of the BT Group has threatened or ongoing legal proceedings at the time of the Exit Notice or has had, within the past three years, threatened or actual material legal proceedings.
36.2.3 On termination (including expiry) of this Agreement (or part thereof) for any reason all licences (whether express or implied) granted by Reuters to the BT Group for the purposes of or otherwise in connection with the terminated Service or Services shall automatically cease with effect from that termination.
Obligations on Termination or Expiry. On the date of termination or expiry of this Agreement the Contractor shall and shall procure that the Candidate shall:
11.1. Immediately deliver to the Client, or as the Client may direct, all equipment, documents (including copies), books, materials, records, correspondence, papers and information on whatever media and wherever located relating to the business or affairs of the Client and/or the End Customer if any, any keys, security passes, electronic storage devices and any other property of the Client and/or the End Customer, which is in its, his or her possession or under its, his or her control; and
11.2. Irretrievably delete any information relating to the business of the Client and/or the End Customer if any, stored on any magnetic or optical disk or memory stick and all matter derived from such sources which is in its, his or her possession or under its, his or her control outside the premises of the Company.
Obligations on Termination or Expiry. 11.1 On termination or expiry of this Agreement or any Statement of Work (unless a different consequences of termination regime has been agreed on in a Statement of Work in which case such consequences shall apply for the relevant Statement of Work):
(a) GW shall pay to inVentiv all amounts payable for all work performed under, and in accordance with, the terms of this Agreement and the relevant Statement of Work up to the effective date of termination and any expenses already incurred in accordance with this Agreement or the relevant Statement of Work or, so long as they have been approved under the relevant Statement of Work which have been committed to, have not yet been incurred, but cannot be cancelled; and
(b) inVentiv shall, at GW’s request and direction, and at no additional charge to GW:
(i) except as otherwise provide in clause 6.5, in the case of termination or expiry of this Agreement, immediately return or destroy any GW Property which is in the possession or under the control of inVentiv; or in the case of termination of a particular Statement of Work or Statements of Work, immediately return or destroy any GW Property which is in the possession or under the control of inVentiv which relates solely to that Statement of Work or those Statements of Work;
(ii) provide GW or its designee with assistance in order promptly to effect a smooth and orderly transition of the Services to an alternate provider, where relevant.
11.2 Clauses 3.1.2(f), 3.4, 5, 6, 7.1.3, 7.2, 7.3, 9, 11 and 12 shall survive the termination or expiry of this Agreement or any Statements of Work.
Obligations on Termination or Expiry. Following the termination or expiry of the Network Services Agreement, the Receiving Party shall forthwith upon demand by a Disclosing Party, forward to such Disclosing Party all copies of any tangible items, if any, which are or which contain Confidential Information of such Disclosing Party or, if directed by the Disclosing Party, destroy any such tangible items. Contemporaneously with such return or destruction, the Receiving Party shall provide the Disclosing Party with a certificate of a senior officer of the Receiving Party attesting to such return or destruction.
Obligations on Termination or Expiry.
14.1 This Clause 14 shall apply on termination or expiry of this agreement (howsoever arising) and on the termination or expiry of any individual Service(s) (howsoever arising). References in this Clause to the Services shall where applicable be read as a reference to the relevant individual Service(s) which are being terminated.
14.2 The CSU shall provide such assistance as the CCG may reasonably require to effect a full and orderly transfer of the Services to the CCG or to a third party nominated by the CCG. The CSU shall furnish the CCG or the third party with all reasonable information or documents reasonably required to perform the Services (including staffing details). All such assistance shall be provided within a reasonable time.
14.3 The CCG shall be responsible for all reasonable costs incurred by the CSU in discharging its obligations under Clause 14.2, except where the agreement has been terminated by reason of the CSU's breach in which case the CSU shall be responsible for such costs.
14.4 Upon termination or expiry each party shall promptly:
14.4.1 return to the other party all equipment, materials and property belonging to the other party in connection with the supply of the Services under this agreement;
14.4.2 return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
14.4.3 erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
14.4.4 on request, certify in writing to the other party that it has complied with the requirements of this Clause.
