Common use of TERM OF LICENSE; TERMINATION Clause in Contracts

TERM OF LICENSE; TERMINATION. The term of each subscription license shall be twelve months from the Delivery Date unless the Order Form states otherwise and the license for the Software and this Agreement will terminate at the end of the subscription term unless it is renewed. Each subsequent annual renewal subscription term will start on the day following the expiration of the previous subscription term regardless of the actual subscription renewal date. The subscription term and each renewal thereof is referred to herein collectively as the “Term.” You may terminate this Agreement at any time by providing written notice to Licensor, however, you will remain liable for the full amount of license fees for the entire subscription term and you will not receive a refund of any fees paid. If at any time you fail to make timely payment of any applicable fees due in respect of Software licensed or maintenance service or use the Software in excess of the number of licenses purchased or violate any term or condition contained herein, then Licensor may, in addition to any other remedy to which it may be entitled, terminate your license to the Software and any rights you may have to maintenance services. Either party may terminate this Agreement, effective immediately upon written notice, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. If Your license term expires without renewal or reinstatement or otherwise terminates, then You shall promptly destroy or return to Licensor all copies of the Software and related documentation in your possession or control. If Licensor is terminating the license for cause, and you have acquired a subscription license, you remain liable for all unpaid subscription fees that are payable for the entire subscription period. Within thirty (30) days following any expiration or termination, an authorized signatory of your organization will certify in writing to Licensor that the original and all copies of the Software have been destroyed or returned to Licensor. The provisions of Sections 1 (Defined Terms), 7 (Fees) for so long as any fees are due to Licensor, 10 (Verification), 11 (Ownership), 12 (Term of License; Termination), 13 (Indemnification), 14 (Disclaimer of Warranty), 15 (Limitation of Liability), 16 (General).

TERM OF LICENSE; TERMINATION. The If you purchased a subscription license, then the term of each the subscription license shall be twelve months from the Delivery Date unless the Order Form states otherwise and the license for the Software and this Agreement will terminate at the end of the subscription term unless it is renewed. Each subsequent annual renewal subscription term will start on the day following the expiration of the previous subscription term regardless of the actual subscription renewal datedate ("Subscription Term"). The subscription term If the Order Form specifically states your Software license is "perpetual", then unless terminated earlier herein, the Software license and each renewal thereof is this Agreement begins on the Delivery Date and continues perpetually ("Perpetual Term"). Collectively, the Subscription Term and the Perpetual Term may be referred to herein collectively as the “"Term.” ". You may terminate this Agreement at any time by providing written notice to Licensor, however, you will remain liable for the full amount of license fees for the entire subscription term Subscription Term and you will not receive a refund of any fees paid. If at any time you fail to make timely payment of any applicable fees due in respect of Software licensed or maintenance service or use Use the Software in excess of your purchased licenses but fail to timely notify Licensor of such excess use and purchase and pay for the number of additional licenses purchased as required or violate otherwise breach any term or condition contained hereinof this Agreement, then Licensor may, in addition to any other remedy to which it may be entitled, terminate your license to the Software and any rights you may have to support and maintenance services, including Updates and New Releases. Either party may terminate this Agreement, effective immediately upon written notice, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. If Your license term expires without renewal or reinstatement or otherwise terminates, then You shall promptly destroy or return to Licensor all copies of the Software and related documentation in your possession or control. If Licensor is terminating the license for cause, and you have acquired a subscription license, you remain liable for all unpaid subscription fees that are payable for the entire subscription periodSubscription Term. Within thirty (30) days following any expiration or termination, an authorized signatory of your organization will certify in writing to Licensor that the original and all copies of the Software have been destroyed or returned to Licensor. The following applies solely to subscription licenses: the provisions of Sections 1 5 (Defined TermsConfidential Information), 7 (Fees) for so long as any fees are due to Licensor, 10 (VerificationRecordkeeping and Audit), 11 (Ownership), 12 (Term of License; Termination), 13 (Indemnification), 14 (Disclaimer of Warranty), 15 (Limitation of Liability), 16 (General)) and Exhibit A (Definitions) shall survive termination or expiration of this Agreement. For the avoidance of doubt, sublicenses of the Software validly granted by you to your Application end-users hereunder shall survive termination or expiration of this Agreement.

TERM OF LICENSE; TERMINATION. 3.1 This License shall become effective upon registration with the Comptroller’s Office and commence upon the date written in a written “Notice to Proceed” issued to Licensee (“Commencement Date”). Licensee shall not commence the operation of the Hub for the Permitted Use, until it has received from Parks a Notice to Proceed. It is understood and agreed by the Parties that Xxxxx will not issue a Notice to Proceed unless and until Licensee’s construction of the Hub is Finally Complete. This License shall terminate ten (10) years from the Commencement Date (“Termination Date” or “Expiration Date”). The term of each subscription license period between the Commencement Date and the Termination Date shall be twelve months from referred to as the Delivery Date unless “Term”. In no event shall this License become effective prior to registration with the Order Form states otherwise Comptroller. 3.2 Upon the mutual consent of Parks and Licensee, the license Term of this License may be extended for the Software and this Agreement will terminate at the end two (2) additional term(s) of the subscription term unless it is renewed. Each subsequent annual renewal subscription term will start on the day following five (5) years each (each an “Additional Extension Term”), commencing as of the expiration of the previous subscription term regardless of Term, or the actual subscription renewal dateprior Additional Extension Term. 3.3 Notwithstanding any language contained herein, this License is terminable at will by the Commissioner at any time. Such termination shall be effective after twenty-five (25) days’ written notice is sent to Licensee. The subscription term Commissioner, the City, its employees and each renewal thereof agents shall not be liable for damages to Licensee in the event that this License is referred to herein collectively terminated by Commissioner as the “Termprovided for herein.” You 3.4 Parks may terminate this Agreement at License for cause as follows: (a) Should Licensee breach or fail to comply with any time by providing of the provisions of this License or any Federal, State, or local law, rule, regulation or order affecting this License or the Licensed Premises with regard to any and all matters, Commissioner shall in writing order Licensee to remedy such breach or comply with such provision, law, rule, regulation or order, and in the event that Licensee fails to comply with such written notice or commence, in good faith and with due diligence, efforts to Licensorcomply with such order within thirty (30) days from the mailing or facsimile transmission thereof, howeversubject to unavoidable delays beyond the reasonable control of Licensee as determined by Commissioner, you will remain liable then this License shall immediately terminate. In the event such breach or failure to comply cannot be remedied within such thirty (30) day period due to reasons beyond Licensee’s control as determined by Commissioner, the cure period shall be extended for such period as may be reasonably necessary in the full amount Commissioner’s judgment to cure such breach. If said breach or failure to comply is corrected, and a repeated violation of license fees the same provision, law, rule, regulation or order follows thereafter, Commissioner, by notice in writing, may revoke and terminate this License, such revocation and termination to be immediately effective on the mailing thereof. (b) The following shall constitute events of default for which this License may be terminated on one (1) day’s written notice: the entire subscription term and you will not receive a refund appointment of any fees paid. If at any time you fail to make timely payment receiver of any applicable fees due in respect of Software licensed or maintenance service or use Licensee’s assets; the Software in excess of the number of licenses purchased or violate any term or condition contained herein, then Licensor may, in addition to any other remedy to which it may be entitled, terminate your license to the Software and any rights you may have to maintenance services. Either party may terminate this Agreement, effective immediately upon written notice, if the other party becomes the subject making of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition general assignment for the benefit of creditors; the occurrence of any act which operates to deprive Licensee permanently of the rights, if that petition powers, and privileges necessary for the proper conduct and operation of this License; the levy of any attachment or proceeding execution which substantially interferes with Licensee’s operations under this License and which attachment or execution is not dismissed with prejudice vacated, dismissed, stayed or set aside within a period of sixty (60) days after filing. If Your license term expires without renewal days. (c) Nothing contained in paragraphs (a) or reinstatement (b) above shall be deemed to imply or otherwise terminates, then You shall promptly destroy or return be construed to Licensor all copies represent an exclusive enumeration of the Software and related documentation in your possession or control. If Licensor is terminating the license for cause, and you have acquired a subscription license, you remain liable for all unpaid subscription fees that are payable for the entire subscription period. Within thirty (30) days following any circumstances under which Commissioner may terminate this License. 3.5 Upon expiration or terminationsooner termination of this License by Commissioner, an authorized signatory all rights of your organization will certify in writing Licensee herein shall be forfeited without claim for loss, damages, refund of investment or any other payment whatsoever against Commissioner, Parks or City. 3.6 In the event Commissioner terminates this License for reasons related to Licensor that the original and all copies of the Software have been destroyed or returned to Licensor. The provisions of Sections 1 (Defined Terms), 7 (Fees) for so long as any fees are due to Licensor, 10 (Verification), 11 (Ownership), 12 (Term of License; Termination), 13 (Indemnification), 14 (Disclaimer of Warranty), 15 (Limitation of Liability), 16 (General).Section

TERM OF LICENSE; TERMINATION. The If you purchased a subscription license, then the term of each the subscription license shall be twelve months from the Delivery Date unless the Order Form states otherwise and the license for the Software and this Agreement will terminate at the end of the subscription term Subscription Term unless it is renewed. Each subsequent annual renewal subscription term Subscription Term will start on the day following the expiration of the previous subscription term Subscription Term regardless of the actual subscription renewal datedate ("Subscription Term"). The subscription term If you purchased a perpetual license, then unless terminated earlier herein, the Software license and each renewal thereof is this Agreement begins on the Delivery Date and continues perpetually ("Perpetual Term"). Collectively or individually depending on your purchase, the Subscription Term and the Perpetual Term may be referred to herein collectively as the “"Term.” ". You may terminate this Agreement at any time by providing written notice to Licensor, however, you will remain liable for the full amount of license fees for the entire subscription term Term and you will not receive a refund of any fees paid. If Your Subscription Term expires without renewal or otherwise terminates, then all Updates and New Releases shall cease, all licenses granted herein and this Agreement immediately terminates and You shall promptly destroy all copies of the Software and related documentation in your possession or control. If at any time you fail to make timely payment of any applicable fees due in respect of Software licensed or maintenance service or use Use the Software in excess of your purchased licenses but fail to timely notify Licensor of such excess use and purchase and pay for the number of additional licenses purchased as required or violate otherwise breach any term or condition contained hereinof this Agreement, then Licensor may, in addition to any other remedy to which it may be entitled, terminate your license to the Software and any rights you may have to support and maintenance services, including Updates and New Releases. Either party may terminate this Agreement, effective immediately upon written notice, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. If Your license term expires without renewal or reinstatement or otherwise terminates, then You shall promptly destroy or return to Licensor all copies of the Software and related documentation in your possession or control. If Licensor is terminating the license for cause, and you have acquired a subscription license, you remain liable for all unpaid subscription fees that are payable for the entire subscription periodSubscription Term. Within thirty (30) days following any expiration or termination, an authorized signatory of your organization will certify in writing to Licensor that the original and all copies of the Software have been destroyed or returned to Licensordestroyed. The provisions of Sections 1 (Defined Terms), 7 (Fees) for so long as any fees Fees are due to Licensor, 10 (Verificationfrom you), 11 (Ownership)11, 12 (Term 12, 13, 14, 15, 16, 17 and any definitions in Exhibit A shall survive termination or expiration of License; Termination), 13 (Indemnification), 14 (Disclaimer of Warranty), 15 (Limitation of Liability), 16 (General)this Agreement.