Common use of Obligations on Termination Clause in Contracts

Obligations on Termination. 12.1 On termination of the Contract for any reason: all licences granted under the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or (b) destroy all documents and materials containing the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reason. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid by the Client in accordance with the Contract.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions he may then hold with the Contract Company or an Affiliated Entity. Such resignation shall be deemed effective immediately terminate; subject to clause 12.1.4 in relation to Client Data onlythereupon, each party (at without the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that following the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy expiration or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract Employment Period for any reason. 12.3 For , he will provide any service which the avoidance Company may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee for a period not to exceed 60 days (and so long as such services do not interfere with any new position or employment of doubtEmployee), termination of and in such events Employee will be entitled to compensation on a per diem basis at his then customary rate for such services in addition to all other payments due the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid Employee by the Client Company in accordance with the Contractterms hereof. Such rate shall be negotiated between the parties in good faith, or if they are unable to agree shall be 200% of Employee's Base Salary divided by 365. (c) The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to his employment belong to the Company and shall be promptly returned to the Company upon termination of the Employment Period. "Personal property" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of the Company; provided, however, that nothing shall preclude the Employee from retaining or removing (i) his personal rolodex, calendars, personal files of business processes, personal education and general business materials ("Personal Files"); (ii) information not containing Confidential Information (as hereinafter defined in Section 4.5) or a trade secret obtained while in the employ of the Company; or (iii) the Employee's personal computer provided all Confidential Information is deleted. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret obtained while in the employ of the Company. Prior to retaining or removing any personal property other than his Personal Files, the Employee will inform the Company of what personal property he intends to retain or remove. If a dispute arises between the Company and the Employee regarding the right of Employee to remove any such personal property, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not retain any written or other tangible material containing any Confidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 15.1 On termination of the Contract for any reason: all licences granted under Appointment (however arising) the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either Employee shall: (a) return Immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any Group Company or its business contacts, any keys, credit card and any other property of any Group Company including any car provided to the Employee, which is in his possession or under his control; (b) destroy irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory and all documents and materials containing matter derived from such sources which is in his possession or under his control outside the other partyCompany’s Confidential Information provided always premises; and (c) provide a signed statement that Signifo: he has complied fully with his obligations under this Clause 15.1 together with such reasonable evidence of compliance as the Company may retain copies request. 15.2 On termination of the Client’s Confidential Information as necessary for Appointment however arising the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and Employee shall not be obliged entitled to destroy any compensation for the loss of any rights or delete benefits under any Confidential Information share option, bonus, long-term incentive plan or other profit sharing scheme operated by any Group Company in which he may participate. 15.3 Except with the prior approval of the Client Board, or as provided in the articles of association of any Group Company of which he is a director, the Employee shall not resign as a director of any Group Company. 15.4 If during the Appointment the Employee ceases to be a director of any Group Company (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office. 15.5 Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, the Board may by written notice place the Employee on Garden Leave for the whole or part of the remainder of the Appointment. 15.6 During any period of Garden Leave: (a) the Company shall be under no obligation to provide any work to the Employee and may revoke any powers the Employee holds on behalf of any Group Company; (b) the Company may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at such location (including the Employee’s home) as the Company may decide; (c) the Employee shall continue to receive his basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement; (d) the Employee shall remain an employee of the Company and bound by the terms of this agreement (including any Client Dataimplied duties of good faith and fidelity); (e) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client Employee shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from ensure that the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date CEO of the termination Company knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way); (f) the Company may exclude the Employee from any premises of any Group Company; and (g) the Company may require the Employee not to contact or expiry of this Contractdeal with (or attempt to contact or deal with) any officer, a written request from the Client for the delivery to the Client employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reason. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (Company or any portion of the Fees) paid by the Client in accordance with the ContractGroup Company.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions he may then hold with the Contract Company or an Affiliated Entity. Such resignation shall be deemed effective immediately terminate; subject to clause 12.1.4 in relation to Client Data onlythereupon, each party (at without the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that following the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy expiration or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract Employment Period for any reason. 12.3 For , he will assist the avoidance Company as it may reasonably request to discharge its continuing obligations with respect to services performed by Employee for a period not to exceed 60 days (and so long as such services do not interfere with any new position or employment of doubtEmployee), termination and in such events Employee will be entitled to compensation on a per diem basis at his then customary rate for such services in addition to reimbursement for reasonable expenses incurred (upon presentation of documentation consistent with Company policy) and all other payments due the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid Employee by the Client Company in accordance with the Contractterms hereof. Such rate shall be negotiated between the parties in good faith, or if they are unable to agree shall be 200% of Employee's Base Salary divided by 365. (c) The Employee agrees to promptly return to the Company, upon termination of the Employment Period, all property of the Company that is in Employee's possession including, without limitation, all keys, computer hardware, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, data base information and lists, mailing lists, notes, computer software and programs, data, and any other property or information that Employee may have relating to the Company and its customers, clients, employees, policies, or practices (whether those materials are in paper or computer- stored form). Employee agrees not to retain any such property or information in any form, and not to give copies of such property or information or disclose their contents to any other person.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions she may then hold with Buyer, Parent or an affiliated entity. Such resignation shall be deemed effective immediately thereupon, without the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that for a period of thirty days following the other party’s Confidential Information provided always that Signifo: may retain copies expiration or termination of the Client’s Confidential Information as necessary Employment Period pursuant to Section 6(b) (other than in cases of death or disability) to use her best efforts to complete any engagement for the discharge a client of its legal requirements and that the provisions of clause 13 shall apply to any documents so retainedBuyer or Parent with which she was involved; and (ii) to provide any services which Buyer may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee, and in such events Employee will be entitled to her full compensation on a per diem basis at her then customary rate for such services. (c) Employee understands, acknowledges and agrees that all client receivables and work in process attributable to clients secured or work performed by Employee during the Employment Period shall not be obliged to destroy or delete any Confidential Information and remain property of Buyer after termination of Employee's employment hereunder. For a period of thirty days following termination of the Client Employment Period, pursuant to Section 6(b) (including any Client Data) where such Confidential Information is contained other than in regular back-up copies cases of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Clientdeath or disability), but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo Employee shall use reasonable commercial her best efforts to fulfil assist Buyer in collecting all fees, expenses and other charges owed to Buyer by any client of Buyer and billing such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo client for services rendered prior to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reasonEmployment Period. 12.3 For (d) The Employee hereby acknowledges and agrees that all "Personal Property" (defined below) and equipment furnished to or prepared by the avoidance Employee in the course of doubtor incident to her employment, belong to Buyer and shall be promptly returned to Buyer upon termination of the Contract for Employment Period. "Personal Property" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of Buyer; provided, however, that nothing shall preclude the Employee from retaining or removing (i) her personal rolodex; or (ii) information not containing Confidential Information (as defined in Section 6) or a trade secret, obtained while in the employ of Buyer. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret, obtained while in the employ of Buyer. Prior to retaining or removing any reason personal property other than her personal rolodex, the Employee will inform Buyer of what personal property she intends to retain or remove. If a dispute arises between Buyer and the Employee, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not entitle the Client to a refund of retain any Fees (written or other tangible material containing any portion of the Fees) paid by the Client in accordance with the ContractConfidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 On 18.1 You[ and any Substitute Consultant,] will immediately upon termination of this Agreement and, if requested by the Contract for Company, at any reason: time during the Engagement, surrender to a person duly authorised by the Company all licences granted under the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data onlycomputer programs, each party reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (at the on whatever media and wherever located) any keys and any other party’s election) shall either (a) return or (b) destroy all documents and materials containing the other party’s Confidential Information provided always that Signifo: may retain copies property of the Client’s Confidential Information as necessary Company[ and/or any Group Company][ or its or their business contacts] that have been made or received by you during the course of providing the Services (whether in terms of this Agreement or any other agreement or arrangement between the Company and you) and which are in your possession or under your control. 18.2 Immediately on the termination of this Agreement, you will irrevocably delete any information relating to the business of the Company[ and/or any Group Company] stored in any magnetic or optical drive or memory, and all matter derived from such sources, which is in your possession or under your control outside the premises of the Company. 18.3 On the termination of this Agreement you will, if requested by the Company, provide a signed statement that you have fully complied with your obligations under this Clause 18[ and make any optical drive or memory available to the Company for the discharge of inspection in order to verify your compliance with Clause 18.2.] The Company may freely assign, delegate, sub-­‐contract or otherwise transfer its legal requirements rights and that the provisions of clause 13 shall apply obligations under this Agreement to any documents so retained; Group Company or to any company with which it may merge or to any company to which it may transfer its assets and shall not be obliged to destroy or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receiptundertaking, provided that it gives prior written notice to you. You may not assign this Agreement or any of your rights and obligations under it[ without the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery prior written consent of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4Company, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubtprovided that where such consent is given, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall you will not be affected or prejudiced by the termination relieved of the Contract liability for any reasonnon-­‐performance by any assignee, agent or sub-­‐contractor. OR except in the circumstances set out in Clause 4 above. Notwithstanding any sub-­‐contracting, you will remain primarily responsible for the acts and omissions of your agents or sub-­‐contractors as though such acts or omissions were your own. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid by the Client in accordance with the Contract.]

Obligations on Termination. 12.1 On termination the Termination Date the Consultant Company shall, and shall procure that the Individual shall: immediately deliver to the Client all Client Property which is in its or his possession or under its or his control; irretrievably delete any information relating to the business or affairs of the Contract for Client stored on any reason: magnetic or optical disk or memory and all licences granted matter derived from such sources which is in its or his possession or under its or his control outside the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or (b) destroy all documents and materials containing the other party’s Confidential Information provided always that Signifo: may retain copies premises of the Client’s Confidential Information ; and if requested by the Client, provide a signed statement that it or he has complied fully with its or his obligations under this Clause 13. Non-IR35 Status and Indemnities The relationship of the Consultant Company (and the Individual) to the Client will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Client and the Consultant Company shall not hold itself out as necessary for the discharge of its legal requirements such and shall procure that the provisions Individual shall not hold himself out as such. The Consultant Company shall be fully responsible for and shall indemnify the Client for and in respect of: any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of clause 13 the Services or any payment or benefit received by the Consultant Company, the Individual or any Substitute in respect of the Services, where such recovery is not prohibited by law; all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's wilful default; and any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against the Client arising out of or in connection with the provision of the Services, other than, in respect of clauses 14.2.1 and 14.2.2 only, in the circumstances set out in Clause 14.3 below. The Consultant Company's indemnity in Clause 14.2 above shall not apply to any documents so retained; and shall not be obliged to destroy or delete any Confidential Information of Liabilities incurred by the Client (including as a result of either: a Decision; or any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from Claim made by HMRC, which Claim the Client, but for which no invoice has been submittedin its entire discretion acting in good faith, decides not to contest or challenge. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Consultant Company. The Consultant Company warrants that it is not nor will it prior to the cessation of this agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000. The exclusions in Clause 14.3 above to the Consultant Company's indemnity in Clause 14.2 above are conditional on the Consultant Company discharging all of its obligations under Clause 15 below. The Parties' IR35 Obligations The Consultant Company shall, as soon as possible and at least 5 days before the Commencement Date, provide the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from with all information reasonably requested by the Client for the delivery to allow the Client of to determine whether the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client IR35 Condition is met in relation to the delivery of Engagement (or any relevant part thereof). The Consultant Company shall ensure the information provided is accurate and complete. If either the Client Data. If notifies the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of Consultant Company that it considers that the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client IR35 Condition has been met in relation to the return Engagement (or a relevant part thereof); or there is a Decision; or a Claim is made by HMRC, which Claim the Client, in its entire discretion acting in good faith, decides not to contest or challenge, the Client shall ensure that going forward the correct income tax and NICs are deducted from the gross fee payable to the Consultant Company under Clause 4.1 ABOVE AND PAID TO HMRC AS REQUIRED BY THE IR35 PUBLIC SECTOR RULES AND THE FEE DUE TO THE CONSULTANT COMPANY SHALL BE REDUCED ACCORDINGLY BY THE VALUE OF INCOME TAX AND NICS PAID BY THE CLIENT TO HMRC. If HMRC makes a Claim against either the Client or the Consultant Company, or notifies the Client or the Consultant Company of Client Data (including an intention to make a Claim, the Consultant Company shall: in terms the case of electronic file formats). 12.2 Any rightssuch a notification or Claim to the Consultant Company, remediesas soon as reasonably practicable, obligations or liabilities give written notice of the parties that have accrued up Claim to the date of terminationClient, including specifying the right to claim damages in respect of any breach nature of the Contract Claim in reasonable detail; not make, and use its best endeavours to prevent the Individual from making, any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Client; give, and use its best endeavours to procure that the Individual shall give, the Client and its professional advisers access at reasonable times (on reasonable prior notice) to its or their premises and its or their officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Consultant Company or the Individual, so as to enable the Client and its professional advisers to examine them and to take copies (at the Client's expense) for the purpose of assessing the Claim; and subject to the Client providing security to the Consultant Company to the Consultant Company's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which existed may be incurred, take such action as the Client may reasonably request to avoid, dispute, compromise or defend the Claim. The Consultancy Company shall ensure that the Fraudulent Documentation Condition is not met at or before any time during the date Engagement. The Consultant Company shall ensure that the delivery of termination shall not be affected or prejudiced the Services by the termination Individual adheres at all time to the terms and structure of the Contract for any reasonthis agreement. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid by the Client in accordance with the Contract.

Obligations on Termination. 12.1 14.1 On termination the Termination Date the Supplier shall, and shall procure that each Consultant shall: 14.1.1 immediately deliver to the client all the client Property and original Confidential Information which is in its or his possession or under its or his control; 14.1.2 irretrievably delete any information relating to the Business of the Contract for client or any reason: all licences granted Group Company which is in its or his possession or under its or his control outside the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or (b) destroy all documents and materials containing the other party’s Confidential Information provided always that Signifo: may retain copies premises of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possessionclient. For the avoidance of doubt, nothing the contact details of business contacts made in the course of providing the Services are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; 14.1.3 provide a signed statement that it or he has complied fully with its or his obligations under this clause 12.1.4 shall oblige Signifo 14, together with such evidence of compliance as the client may reasonably request; and 14.1.4 co-operate with the client in good faith in order to meet comply with the Exit Plan for an orderly wind- down of the parties’ obligations under this Agreement including the continuing provision of the Services for an appropriate period following the termination of this Agreement or the termination or expiry of the relevant Statement of Work. Notwithstanding the existence of an Exit Plan, the Supplier will in any specific request case provide the client and any new supplier (where applicable) with exit support as requested by a Client in relation the client (acting reasonably) from time to the return of Client Data (including in terms of electronic file formats)time. 12.2 Any rights, remedies, 14.2 The obligations or liabilities of the parties that have accrued up Supplier under clause 14.1 above shall apply to and be binding upon any Insolvency Practitioner appointed following the date occurrence of terminationan Insolvency Event and in such circumstances, including the right to claim damages client shall indemnify the Insolvency Practitioner and/or the Supplier in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced reasonable costs and expenses incurred by the termination of Insolvency Practitioner and/or the Contract for any reasonSupplier in complying with such obligations. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid by the Client in accordance with the Contract.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions he may then hold with the Contract Company or an Affiliated Entity. Such resignation shall be deemed effective immediately terminate; subject to clause 12.1.4 in relation to Client Data onlythereupon, each party (at without the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that following the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy expiration or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract Employment Period for any reason. 12.3 For , he will provide any service which the avoidance Company may reasonably request to discharge its continuing obligations with respect to services performed by Employee for a period not to exceed 60 days (and so long as such services do not interfere with any new position or employment of doubtEmployee), termination of and in such events Employee will be entitled to compensation on a per diem basis at his then customary rate for such services in addition to all other payments due the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid Employee by the Client Company in accordance with the Contractterms hereof. Such rate shall be negotiated between the parties in good faith, or if they are unable to agree shall be 200% of Employee's Base Salary divided by 365. (c) The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to his employment belong to the Company and shall be promptly returned to the Company upon termination of the Employment Period. "Personal property" includes, without limitation, all books, manuals, records, financial statements, reports, notes, contracts, lists, blueprints, and other documents or materials, or copies, summaries or excerpts thereof, and all other proprietary information relating to the business of the Company; provided, however, that nothing shall preclude the Employee from retaining or removing (i) his personal rolodex, calendars, personal files of business processes, personal education and general business materials ("Personal Files"); (ii) information not containing Confidential Information (as hereinafter defined in Section 4.5) or a trade secret obtained while in the employ of the Company; or (iii) the Employee's personal computer provided all Confidential Information is deleted. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret obtained while in the employ of the Company. Prior to retaining or removing any personal property other than his Personal Files, the Employee will inform the Company of what personal property he intends to retain or remove. If a dispute arises between the Company and the Employee regarding the right of Employee to remove any such personal property, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not retain any written or other tangible material containing any Confidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions he may then hold with Buyer, Parent or an affiliated entity. Such resignation shall be deemed effective immediately thereupon, without the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that for a period of thirty days following the other party’s Confidential Information provided always that Signifo: may retain copies expiration or termination of the Client’s Confidential Information as necessary Employment Period pursuant to Section 6(b) (other than in cases of death or disability) to use his best efforts to complete any engagement for the discharge a client of its legal requirements and that the provisions of clause 13 shall apply to any documents so retainedBuyer or Parent with which he was involved; and (ii) to provide any services which Buyer may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee, and in such events Employee will be entitled to his full compensation on a per diem basis at his then customary rate for such services. (c) Employee understands, acknowledges and agrees that all client receivables and work in process attributable to clients secured or work performed by Employee during the Employment Period shall not be obliged to destroy or delete any Confidential Information and remain property of Buyer after termination of Employee's employment hereunder. For a period of thirty days following termination of the Client Employment Period, pursuant to Section 6(b) (including any Client Data) where such Confidential Information is contained other than in regular back-up copies cases of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Clientdeath or disability), but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo Employee shall use reasonable commercial his best efforts to fulfil assist Buyer in collecting all fees, expenses and other charges owed to Buyer by any client of Buyer and billing such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo client for services rendered prior to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reasonEmployment Period. 12.3 For (d) The Employee hereby acknowledges and agrees that all "Personal Property" (defined below) and equipment furnished to or prepared by the avoidance Employee in the course of doubtor incident to his employment, belong to Buyer and shall be promptly returned to Buyer upon termination of the Contract for Employment Period. "Personal Property" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of Buyer; provided, however, that nothing shall preclude the Employee from retaining or removing (i) his personal rolodex; or (ii) information not containing Confidential Information (as defined in Section 6) or a trade secret, obtained while in the employ of Buyer. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret, obtained while in the employ of Buyer. Prior to retaining or removing any reason personal property other than his personal rolodex, the Employee will inform Buyer of what personal property he intends to retain or remove. If a dispute arises between Buyer and the Employee, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not entitle the Client to a refund of retain any Fees (written or other tangible material containing any portion of the Fees) paid by the Client in accordance with the ContractConfidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions he may then hold with Buyer, Parent or an affiliated entity. Such resignation shall be deemed effective immediately thereupon, without the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that for a period of thirty days following the other party’s Confidential Information provided always that Signifo: may retain copies expiration or termination of the Client’s Confidential Information as necessary Employment Period pursuant to Section 6(b) (other than in cases of death or disability) to use his best efforts to complete any engagement for the discharge a client of its legal requirements and that the provisions of clause 13 shall apply to any documents so retainedBuyer or Parent with which he was involved; and (ii) to provide any services which Buyer may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee, and in such events Employee will be entitled to his full compensation on a per diem basis at his then customary rate for such services. (c) Employee understands, acknowledges and agrees that all client receivables and work in process attributable to clients secured or work performed by Employee during the Employment Period shall not be obliged to destroy or delete any Confidential Information and remain property of Buyer after termination of Employee's employment hereunder. For a period of thirty days following termination of the Client Employment Period, pursuant to Section 6(b) (including any Client Data) where such Confidential Information is contained other than in regular back-up copies cases of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Clientdeath or disability), but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo Employee shall use reasonable commercial his best efforts to fulfil assist Buyer in collecting all fees, expenses and other charges owed to Buyer by any client of Buyer and billing such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo client for services rendered prior to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reasonEmployment Period. 12.3 For (d) The Employee hereby acknowledges and agrees that all "Personal Property" (defined below) and equipment furnished to or prepared by the avoidance Employee in the course of doubtor incident to his employment, belong to Buyer and shall be promptly returned to Buyer upon termination of the Contract for Employment Period. "Personal Property" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of Buyer; provided, however, that nothing shall preclude the Employee from retaining or removing (i) his personal rolodex; or (ii) information not containing Confidential Information (as defined in Section 9(j) or a trade secret, obtained while in the employ of Buyer. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret, obtained while in the employ of Buyer. Prior to retaining or removing any reason personal property other than his personal rolodex, the Employee will inform Buyer of what personal property he intends to retain or remove. If a dispute arises between Buyer and the Employee, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not entitle the Client to a refund of retain any Fees (written or other tangible material containing any portion of the Fees) paid by the Client in accordance with the ContractConfidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 On (a) Upon the expiration or termination of the Contract Employment Period for any reason: , Employee shall be deemed to have resigned from all licences granted under offices, directorships, trusteeships, or other positions she may then hold with the Contract Company or an Affiliated Entity. Such resignation shall be deemed effective immediately terminate; subject to clause 12.1.4 in relation to Client Data onlythereupon, each party (at without the other party’s election) shall either (a) return or requirement that a written resignation be delivered. (b) destroy all documents and materials containing Employee agrees that following the other party’s Confidential Information provided always that Signifo: may retain copies of the Client’s Confidential Information as necessary for the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and shall not be obliged to destroy expiration or delete any Confidential Information of the Client (including any Client Data) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date of the termination or expiry of this Contract, a written request from the Client for the delivery to the Client of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract Employment Period for any reason. 12.3 For , she will provide any service which the avoidance Company may reasonably require to discharge its continuing obligations to its clients with respect to services performed by Employee for a period not to exceed 60 days (and so long as such services do not interfere with any new position or employment of doubtEmployee), termination of and in such events Employee will be entitled to compensation on a per diem basis at her then customary rate for such services in addition to all other payments due the Contract for any reason shall not entitle the Client to a refund of any Fees (or any portion of the Fees) paid Employee by the Client Company in accordance with the Contractterms hereof. Such rate shall be negotiated between the parties in good faith, or if they are unable to agree shall be 200% of Employee's Base Salary divided by 365. (c) The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to her employment belong to the Company and shall be promptly returned to the Company upon termination of the Employment Period. "Personal property" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and all other proprietary information relating to the business of the Company; provided, however, that nothing shall preclude the Employee from retaining or removing (i) her personal rolodex, calendars, personal files of business processes, personal education and general business materials ("Personal Files"); (ii) information not containing Confidential Information (as hereinafter defined in Section 4.5) or a trade secret obtained while in the employ of the Company; or (iii) the Employee's personal computer provided all Confidential Information is deleted. The Employee cannot retain or remove personal property that is or contains Confidential Information or a trade secret obtained while in the employ of the Company. Prior to retaining or removing any personal property other than her Personal Files, the Employee will inform the Company of what personal property she intends to retain or remove. If a dispute arises between the Company and the Employee regarding the right of Employee to remove any such personal property, the parties shall arbitrate such dispute in a manner mutually agreeable to them. Following termination, the Employee will not retain any written or other tangible material containing any Confidential Information or trade secrets, except as described above.

Obligations on Termination. 12.1 15.1. On termination of the Contract for any reason: all licences granted under Appointment (however arising) the Contract shall immediately terminate; subject to clause 12.1.4 in relation to Client Data only, each party (at the other party’s election) shall either Employee shall: (a) return immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any Group Company or its business contacts, any keys, credit card and any other property of any Group Company including any car provided to the Employee, which is in his possession or under his control; (b) destroy irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory and all documents and materials containing matter derived from such sources which is in his possession or under his control outside the other partyCompany’s Confidential Information provided always premises; and (c) provide a signed statement that Signifo: he has complied fully with his obligations under this Clause 15. l together with such reasonable evidence of compliance as the Company may retain copies request. 15.2. On termination of the Client’s Confidential Information as necessary for Appointment however arising the discharge of its legal requirements and that the provisions of clause 13 shall apply to any documents so retained; and Employee shall not be obliged entitled to destroy any compensation for the loss of any rights or delete benefits under any Confidential Information share option, bonus, long-term incentive plan or other profit sharing scheme operated by any Group Company in which he may participate. 15.3. Except with the prior approval of the Client Board, or as provided in the constitutional documents of any Group Company of which he is a director, the Employee shall not resign as a director of any Group Company. 15.4. If during the Appointment the Employee ceases to be a director of any Group Company (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office. 15.5. Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, the Board may by written notice place the Employee on Garden Leave for the whole or part of the remainder of the Appointment. 15.6. During any period of Garden Leave: (a) the Company shall be under no obligation to provide any work to the Employee and may revoke any powers the Employee holds on behalf of any Group Company; (b) the Company may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at such location (including the Employee’ s home) as the Company may decide; (c) the Employee shall continue to receive his basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement; (d) the Employee shall remain an employee of the Company and bound by the terms of this agreement (including any Client Dataimplied duties of good faith and fidelity); (e) where such Confidential Information is contained in regular back-up copies of comprehensive datasets where individual deletion would require significant effort. the Client Employee shall immediately pay any outstanding unpaid invoices and interest due to Signifo. Signifo shall submit invoices for any payments due from ensure that the Client, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt; and if Signifo receives, no later than ten days after the effective date CEO of the termination Company knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way); (f) the Company may exclude the Employee from any premises of any Group Company; and (g) the Company may require the Employee not to contact or expiry of this Contractdeal with (or attempt to contact or deal with) any officer, a written request from the Client for the delivery to the Client employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the most recent back-up of the Client Data, Signifo shall use reasonable commercial efforts to fulfil such request within 30 days of its receipt, provided that the Customer has, at that time, paid all outstanding fees including any charges notified by Signifo to the Client in relation to the delivery of the Client Data. If the Client does not serve notice in accordance with this clause 12.1.4, Signifo may destroy or otherwise dispose of the Client Data in its possession. For the avoidance of doubt, nothing in this clause 12.1.4 shall oblige Signifo to meet any specific request by a Client in relation to the return of Client Data (including in terms of electronic file formats). 12.2 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced by the termination of the Contract for any reason. 12.3 For the avoidance of doubt, termination of the Contract for any reason shall not entitle the Client to a refund of any Fees (Company or any portion of the Fees) paid by the Client in accordance with the ContractGroup Company.