Rights After Termination Clause Samples

Rights After Termination. Termination of this Agreement for any reason will not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination. The rights provided for in this Section 17(d) will be in addition and without prejudice to any other rights which the parties may have with respect to any breach or violations of the provisions of this Agreement.

Rights After Termination. A. Upon and after termination of this Agreement: 1. Your authority under this Agreement ends; 2. We may notify Insureds of non-renewal pursuant to the terms of any contract of insurance and/or any applicable statutes or regulations. 3. You will promptly return or destroy (in the sole discretion of us and Continental), to the extent reasonably requested in writing, all our and Continental’s manuals, forms, records, materials, applications, rate guides, underwriting guidelines, Program materials, software, and any other property we or Continental furnished to you pursuant to this Agreement; 4. All in-force policies and renewals will continue to their normal expiration, subject to their terms; 5. If you have accounted for and paid all premiums and other sums due to us in accordance with the terms of this Agreement and if you are not otherwise in default or violation of this Agreement, you shall remain Broker of Record for your accounts under this Agreement and shall retain control of expirations. If you have not paid or provided acceptable collateral or security for undisputed amounts owed by you to us under this Agreement, upon thirty (30) days’ prior written notice to you, with an opportunity to cure, then use and control of only such minimum expirations as are necessary to satisfy the debt shall vest exclusively with us until such time as the undisputed debt shall have been satisfied. You shall be entitled to receive the prevailing rate of commission in effect for renewal premiums for each Program under which you solicit business immediately prior to termination. B. If this Agreement is terminated pursuant to the surrender, cancellation, suspension, non- renewal of your license, abandonment of your business, acts of fraud or misrepresentation, willful misconduct, or due to the sale or other transfer of your agency or book of business written through us without our prior written consent, we shall have the right, at our option and sole discretion, to move the book of business including all renewal rights to another producer who shall thereafter have the right to service said book and earn commissions for services performed after the date upon which your license was terminated, suspended, surrendered or non-renewed, or after the date of the sale or transfer of your agency or book of business, as well as commissions on renewals after said dates in place and lieu of commissions paid to you.

Rights After Termination. 15.1 All rights and obligations of the parties which accrue on or before the effective termination date shall be fully enforceable by either party after termination. 15.2 If this Agreement terminates and, as a result thereof, USSC is required to cease making Products at the end of the term of this Agreement or after the Unilateral Termination Period, as the case may be, USSC may, nonetheless, for a period not to exceed six (6) months after such termination, and subject to the periodic royalty provisions set forth herein, dispose of inventory of Products, complete and dispose of any Products in the process of manufacture, and utilize materials then on order. 15.3 All Know-How, inventions, developments and improvements, whether patentable or not, are and, after termination of this Agreement, shall (i) remain the property of Misonix insofar as the same were conceived, made and developed solely by Misonix prior to, or in performance of, this Agreement; and (ii) the property of USSC insofar as the same were conceived, made and developed solely by USSC prior to, or in performance of, this Agreement or jointly by Misonix and USSC ("Joint Results") in the performance of this Agreement. USSC shall retain exclusive ownership of all Know-How, inventions, developments and improvements which were its property as of or prior to the date of this Agreement or which were conceived, made and developed during the term of the Agreement solely by USSC, whether or not the same is necessary to reduce to practice any Joint Results. 15.4 Following termination of this Agreement, USSC shall assign to Misonix, to the extent permissible by law, all filings with the FDA concerning Products on which a royalty would be payable hereunder. 15.5 The provisions of this Article 15 shall survive termination of this Agreement.

Rights After Termination. If any Schedule is terminated for any reason, all rights granted to Client hereunder with respect to the Deliverables under that Schedule shall cease, and Client shall; (a) immediately cease all use of the applicable Deliverables and purge any and all software, content, and materials from Client’s computer systems, storage media and files, and all copies thereof, as applicable, and (b) promptly return or destroy, at College Board’s direction, content and materials, and all copies thereof, and all other confidential information of College Board then in Client’s possession or under Client’s control. Upon termination of this Agreement, the College Board shall terminate Client’s access to any systems to which Client has access under this Agreement.

Rights After Termination. A. Upon and after the expiration or termination of this Agreement: 1. all authority given to you by this Agreement ends; 2. we may notify any person insured under a Policy or Renewal of the expiration or termination of this Agreement; 3. you will promptly cease use of our advertising and Trademarks and return, at your expense, all of our manuals, forms, identification cards, signs, records, materials, applications, rate guides, Underwriting Requirements, software, and any and all other property that we have made available to you; 4. all in-force Policies and Renewals will continue to normal expiration, subject to their terms; and 5. in our discretion, we may pay you commissions on New Business and Renewals as a percentage of earned premium, rather than written premium. B. Notwithstanding the foregoing: 1. unless this Agreement is terminated by us pursuant to Article VI.C, and subject to Article II.D.1, you will continue to have authority to service Policies and Renewals outstanding after termination of this Agreement, you may retain those materials of ours that are necessary to exercise this authority, and we will provide you with access to information necessary to the exercise of this authority; and 2. at your request, we will provide to you copies of any Policy and Renewal contracts and related declarations pages in our possession or control. We shall provide the same either electronically or in hard copy, at our option. C. The following provisions will survive the termination of this Agreement: Article II.C.4; Article II.D; Article III.A.7 through Article III.A.16; Article III.B.1 through Article III.B.7; Article V; Article VII; Article VIII; Article IX; and Article

Rights After Termination. Upon termination of this Agreement under this Article X, the parties shall be released from all obligations arising hereunder, except as to any liability for misrepresentations, breach or default in connection with any warranty, representation, covenant, duty or obligation given, occurring or arising prior to the date of termination and except as to the Company's obligations under Section 11.6 hereof.

Rights After Termination. Termination of this Agreement will not prejudice any rights of either party that have accrued prior to the date of termination and the provisions set out in clauses 12, 16,17 and 24 will survive termination of this Agreement.

Rights After Termination i) In the event the Employee is terminated For Cause, the Employee shall be entitled to receive salary and benefits accrued to the date of termination, and Employee shall not be entitled to any other payment, including but not limited to, any portion of Additional Incentive Compensation otherwise payable to Employee. ii) In the event the employment is terminated by reason of death or disability, Employee shall be entitled to receive (i) salary and benefits accrued to the date of death or disability, and (ii) a pro rata share of any additional Incentive Compensation in an amount obtained by multiplying the additional Incentive Compensation for the full year or period, as the case may be, in which death or disability occurred, by a fraction, the numerator of which is the number of days in the year or period in which Employee was employed and the denominator of which is the number of days of the year (365).

Rights After Termination. (a) Upon termination or expiration of this AGREEMENT for any reason, LICENSEE shall: (i) promptly pay all amounts due UNIVERSITY through the effective date of the termination (even if they would otherwise be payable at a later date, e.g. within [**] after invoicing), including those in Article III (payments) and Section 7.03 (patent expenses); (ii) submit all final reports under Article IV; and (iii) return any CONFIDENTIAL INFORMATION provided to LICENSEE by UNIVERSITY in connection with this AGREEMENT, or, with UNIVERSITY’s prior approval, destroy such materials, and LICENSEE shall certify in writing that such materials have all been returned or destroyed. (b) Upon termination of this AGREEMENT for any reason, LICENSEE shall: (i) provide UNIVERSITY a copy of any regulatory data or information filed with any U.S. or foreign government agency with respect to the LICENSED PRODUCT; and (ii) shall refrain, and shall require its SUBLICENSEES to refrain unless such sublicense is assigned to UNIVERSITY under Section 10.05, from any further SALES or other commercial exploitation of the LICENSED PRODUCT under this LICENSE AGREEMENT except as provided in Section 10.08. Nothing in this section shall be construed as limiting in any way UNIVERSITY’S rights or remedies that UNIVERSITY may otherwise have, either in law or in equity.