Common use of Term Suspension and Termination Clause in Contracts

Term Suspension and Termination. 13.1. This Agreement shall continue in effect unless otherwise terminated in accordance with this section. Unless otherwise agreed upon in the Transaction Document, the Subscription Term shall be for a period of one (1) year and shall automatically renew for subsequent one year terms until terminated in accordance with this Agreement. 13.2. This Agreement and/or applicable Transaction Document may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of a claimed breach: (i) the non-breaching Party notifies the breaching Party in writing of such breach; and (ii) the breaching Party fails to cure such breach within 30 days (or such other period as mutually agreed by the Parties) from receipt of such notice; or (b) upon insolvency of the other Party, if permitted by law. 13.3. Either Party may terminate this Agreement by giving notice no less than sixty (60) days prior to the end of the then current Subscription Term, to terminate such Agreement upon the end of the then current Subscription Term. 13.4. Termination does not release either Party from any liability which, at the time of such termination, had 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 or remedies it may have under law or in equity with respect to any breach of this Agreement or Transaction Document. Upon termination for any reason other than Licensor’s breach, Customer shall pay Licensor any committed fees and expenses under the applicable Transaction Document whether due before or after the date of termination, which shall become immediately due and payable to Licensor on such termination. All fees are non-cancellable and non-refundable unless a pro rated refund applies as provided in this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due under this Agreement; (4) Customer does not abide by the use restrictions under Section 5; or (5) Customer violates other terms of this Agreement.

Term Suspension and Termination. 13.1. This 2.1 Notwithstanding the date of this Agreement, this Agreement shall enter into force on the Start Date specified in the Order Form and shall continue throughout the Term. 2.2 Unless specified in effect unless otherwise terminated in accordance with this section. Unless the Order Form or otherwise agreed by the Parties in writing, this Order Form will not automatically renew or be extended upon the End Date. Where the Term is extended, any reference to "Term" in this Agreement shall mean the Term as extended by the Parties, where the context permits. 2.3 Where there is a Trial Period for the Services as set out in the Transaction DocumentOrder Form, ADA will make available the Subscription Term Trial Services to the Client on a trial basis, until earlier of: (a) the expiry of the Trial Period; or (b) the Start Date specified in the Order Form. 2.4 ADA may suspend, and/or terminate Client’s access to the Services without liability to the Client or any third party, by written notice to the Client at any time: (a) if Client has committed a material breach of this Agreement (including any failure to pay an invoice by the due date), or ADA reasonably suspects a breach of this Agreement or a misuse of the Services; (b) in order to comply with laws, authorisations or relevant authorities, or if a change in laws or other regulatory change results in ADA determining that the provision of the Services is no longer practical or feasible; (c) in circumstances where there is a third party intellectual property claim against the Client, or any third party that is relevant to the Services or otherwise related to this Agreement and any rights or obligations contemplated herein; (d) where suspension or termination is required in order for ADA to comply with any injunction or other court order issued against it or any relevant third party relating to the provision and use of the Services; (e) where ADA for any reason loses any license or rights in relation to or is material to XXX’s provision of the Services; (f) if a third party, for any reason, suspends provision of the third-party services required by ADA to provide Services or otherwise ceases to provide (temporarily or otherwise) the same. 2.4 Any suspension of access to the Services by ADA under this Clause shall not be for considered as a period waiver of one (1) year and shall automatically renew for subsequent one year terms until terminated in accordance with ADA’s right to subsequently terminate this Agreement. 13.2. This 2.5 If ADA exercises its right to suspend this Agreement and/or applicable Transaction Document pursuant Clause 2.3, ADA may be terminated by use reasonable endeavours to resume the provision of the affected Services or any part thereof within a reasonable period of time, taking into account the circumstances that led to the suspension, and insofar as (in XXX’s sole opinion) resumption is commercially practicable and feasible in all of the circumstances. 2.6 Notwithstanding any provision to the contrary in this Agreement, either Party may, without prejudice to any of its other rights and remedies, terminate this Agreement by serving written notice on the other Party if: (ai) upon if the other Party commits a material breach by of any of its obligations under this Agreement and such Party fails to remedy such breach (if capable of remedy) within two (2) weeks after being given notice to do so (a material breach means a breach which has a serious effect on the other Party, provided that, in each instance of a claimed breach: (i) benefit which the non-breaching terminating Party notifies the breaching Party in writing of such breachwould derive from this Agreement); and or (ii) the breaching other Party fails to cure such breach within 30 days shall go into liquidation whether compulsory or voluntary (otherwise than for the purposes of restructuring or such other period as mutually agreed by amalgamation which shall have been approved in advance) or if a petition shall be presented or an order made for the Parties) from receipt appointment of such notice; or (b) upon insolvency of the other Party, if permitted by law. 13.3. Either Party may terminate this Agreement by giving notice no less than sixty (60) days prior to the end of the then current Subscription Term, to terminate such Agreement upon the end of the then current Subscription Term. 13.4. Termination does not release either Party from any liability which, at the time of such termination, had already accrued an administrator in relation to the other Party or if a receiver, administrative receiver, judicial manager or manager shall be appointed over any part of the assets or undertaking of the other Party and such appointment is not revoked within 30 days from the date of such appointment or if any event analogous to any of the foregoing shall occur in any jurisdiction. 2.7 Without affecting any other right or remedy available to it, ADA may terminate this Agreement for convenience with immediate effect by providing 14 days’ written notice to the Client. 2.8 Upon notice of termination being given under this Clause 2 or upon the expiry of this Agreement: (a) all access to the Services shall terminate automatically; (b) the Client shall immediately pay to ADA all outstanding unpaid invoices and interest and, in respect for any access to the Services supplied but for which is attributable no invoice has been submitted, ADA may submit an invoice which shall be payable immediately on receipt; and (c) the Client shall destroy all copies, extracts or excerpts of the Services, as well as all data or documents generated by the Client that contain any portion of the Services or related to a period prior any part of the Services. 2.10 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of ADA that have accrued up to such terminationthe date of termination or expiry, nor preclude either Party from pursuing any rights or remedies it may have under law or including the right to claim damages in equity with respect to of any breach of this the Agreement which existed at or Transaction Document. Upon termination for any reason other than Licensor’s breach, Customer shall pay Licensor any committed fees and expenses under the applicable Transaction Document whether due before or after the date of termination, which shall become immediately due and payable to Licensor on such termination. All fees are non-cancellable and non-refundable unless a pro rated refund applies as provided in this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due under this Agreement; (4) Customer does not abide by the use restrictions under Section 5; termination or (5) Customer violates other terms of this Agreementexpiry.

Term Suspension and Termination. 13.1. This 13.1 For Customers with Paid Subscriptions, this Agreement shall commence on the start date set out in the Order Form and shall continue until the end date set out in effect unless the Order Form (the Initial Subscription Term) and, thereafter, this Agreement shall be automatically renewed for successive periods as set out on the Order Form (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 60 (sixty) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this section. Unless otherwise agreed upon in Agreement; and the Transaction Document, the Initial Subscription Term together with any subsequent Renewal Periods shall be for a period of one (1) year constitute the 13.2 For Customers with Free Subscriptions, this Agreement shall commence on the Effective Date and shall automatically renew for subsequent one year terms continue until terminated in accordance with this Agreementimmediate effect by either party providing written notice to the other party. 13.2. This Agreement and/or applicable Transaction Document may be terminated by 13.3 Without affecting any other right or remedy available to it, either Party (a) upon a material breach by the other Party, provided that, in each instance of a claimed breach: (i) the non-breaching Party notifies the breaching Party in writing of such breach; and (ii) the breaching Party fails to cure such breach within 30 days (or such other period as mutually agreed by the Parties) from receipt of such notice; or (b) upon insolvency of the other Party, if permitted by law. 13.3. Either Party party may terminate this Agreement with immediate effect by giving written notice no less than sixty (60) days prior to the end of the then current Subscription Term, to terminate such Agreement upon the end of the then current Subscription Term. 13.4. Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable party if: (a) the other party fails to pay any amount due under this Agreement within the Payment Period; (b) the other party commits a period prior to such termination, nor preclude either Party from pursuing material breach of any rights or remedies it may have under law or in equity with respect to any breach other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so; or (c) the other party takes or Transaction Document. Upon has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.2(c). 13.4 On termination or expiry of this Agreement for any reason other than Licensor’s breach, reason: (a) all licences and access granted under this Agreement shall immediately terminate and the Customer shall pay Licensor immediately cease all use of the Services; (b) each party shall return and make no further use of any committed fees equipment, property and expenses under other items (and all copies of them) belonging to the applicable Transaction Document whether due before other party; (c) the Customer may request that Orchestra destroy or after otherwise dispose of any of the Customer Data in its possession; and (d) 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 Agreement which existed at or before the date of termination shall become immediately due not be affected or prejudiced. 13.5 Without prejudice to any other rights and payable remedies of Orchestra, Orchestra may with immediate effect and without liability to Licensor on such terminationthe Customer, suspend all or part of the Services and Orchestra shall be under no obligation to provide any or all of the Services if the Authorised User breaches clause 2.2, 2.3, 2.5, 4.1, 7.1, the Fair Use Policy and/or uses the Services outside of the agreed scope. All fees are non-cancellable Orchestra may also suspend individual Authorised User accounts and non-refundable unless a pro rated refund applies as provided in this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due under this Agreement; (4) Customer does not abide by prevent that individual user from accessing the use restrictions under Section 5; or (5) Customer violates other terms Services if an individual breaches clause 2.2, 2.3, 2.5, 4.1, 7.1, the Fair Use Policy and/or uses the Services outside of this Agreementthe agreed scope.

Term Suspension and Termination. 13.1. 12.1 This Framework Agreement shall continue in effect unless otherwise terminated in accordance with this section. Unless otherwise agreed upon in commence on the Transaction Document, the Subscription Term shall be for a period of one (1) year Commencement Date and shall automatically renew remain in force for subsequent one year terms until the Term, unless terminated in accordance with earlier pursuant to this Agreementclause 12. 13.2. This 12.2 PFP shall have the right to extend this Framework Agreement and/or applicable Transaction Document may be terminated by either Party (a) upon a material breach by beyond the other Party, provided that, in each instance of a claimed breach: (i) Term for the non-breaching Party notifies the breaching Party in writing Extended Period providing that it serves notice of such breach; and (ii) the breaching Party fails to cure such breach within 30 days (or such other period as mutually agreed by the Parties) from receipt of such notice; or (b) upon insolvency of the other Party, if permitted by law. 13.3. Either Party may terminate this Agreement by giving notice extension no less later than sixty (60) days prior to four months before the end of the then current Subscription Term, to terminate such Agreement upon the end of the then current Subscription Term. 13.4. Termination does 12.3 PFP may terminate this Framework Agreement by serving notice on the Supplier in writing with effect from the date specified in such notice where the Supplier is in breach of the Framework Agreement and: 12.3.1 the Supplier has not release either Party from any liability which, at remedied the time of such termination, had already accrued breach to the other Party satisfaction of PFP within 30 Working Days after issue of a written notice specifying the breach and requesting it to be remedied; 12.3.2 the breach is not, in the reasonable opinion of PFP, capable of remedy; 12.3.3 the breach is a material breach; 12.3.4 if the Supplier fails to pay the Contract Management Fee within seven days of a written reminder from PFP; 12.3.5 the Supplier solicits the business of a Client in an attempt to circumvent the provisions of this Framework Agreement and to enter into a Contract and avoid the payment of the Contract Management Fee; 12.3.6 has made any serious misrepresentations in the tendering process for any project or matter in which is attributable the public sector has or had a significant participation. 12.4 The termination of this Framework Agreement shall not affect the validity of any existing Contracts. For the avoidance of doubt, the Supplier will continue to a period prior pay the Contract Management Fee in relation to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach Contracts notwithstanding the termination of this Framework Agreement. 12.5 PFP may terminate the Framework Agreement by serving a written notice upon the Supplier with immediate effect from the date specified in such notice where the Supplier has committed three or Transaction Document. Upon termination more breaches in any 12 month period. 12.6 PFP may terminate the Framework Agreement by serving notice on the Supplier in writing with effect from the date specified in such notice where one of the following insolvency events occurs in relation to the Supplier: 12.6.1 the Supplier is an individual or a firm and a petition is presented for the Supplier bankruptcy, or a criminal bankruptcy order is made against the Supplier or any reason other partner in the firm, or the Supplier or any partner in the firm makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, of if an administrator is appointed to manage the Supplier’s or firm’s affairs; or 12.6.2 the Supplier is a company, if the company passes a resolution for winding up or dissolution (otherwise than Licensor’s breachfor the purposes of and followed by an amalgamation or reconstruction) or an application is made for, Customer shall pay Licensor or any committed fees and expenses meeting of its directors or members resolves to make an application for an administration order in relation to it or the company gives or files notice of intention to appoint an administrator of it or such an administrator is appointed or the court make a winding up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver, manager or supervisor is appointed by a creditor or by the court, or possession is taken of any of its property under the applicable Transaction Document whether due before terms of a fixed or after floating charge; or 12.6.3 where the date Supplier is unable to pay its debts within the meaning of terminationsection 123 of the Insolvency Act 1986; or 12.6.4 any similar event occurs under the law of any other jurisdiction. 12.7 PFP may terminate the Framework Agreement upon 90 days written notice if in the reasonable opinion of PFP there is a material change, without limitation, in the economic or political climate, or regulatory conditions, which shall become immediately due and payable to Licensor on such termination. All fees are non-cancellable and non-refundable unless a pro rated refund applies as provided in has the effect of making this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due under this Agreement; (4) Customer does not abide by the use restrictions under Section 5; or (5) Customer violates other terms of this AgreementFramework Agreement commercially unviable.

Term Suspension and Termination. 13.1. 7.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect unless otherwise terminated in accordance with this section. Unless otherwise agreed upon in the Transaction Document, the Subscription Term shall be for a period of one (1) year and shall automatically renew for subsequent one year terms until 24 months from the Effective Date, unless terminated earlier in accordance with this Agreement. The Parties will agree in each SOW the duration and term of such SOW. 13.2. This Agreement and/or applicable Transaction Document may be terminated by 7.2 If either Party (a) upon materially breaches a material breach by provision of this Agreement, the other Party, provided that, in each instance Party may terminate this Agreement upon thirty (30) days written notice unless the breach is remedied within this notice period. In addition if either Party materially breaches a material provision of a claimed breach: SOW, the other Party may terminate this Agreement upon fifteen (i15) days written notice unless the non-breaching Party notifies the breaching Party in writing of such breach; and breach is remedied within this notice period. If an invoice is not paid within fifteen (ii15) the breaching Party fails to cure such breach within 30 days (or such other period as mutually agreed by the Parties) from receipt of such notice; or (b) upon insolvency of the other Partydate of invoice, if permitted by lawDept Design and Technology UK may suspend its performance hereunder, without incurring any liability in connection to such suspension, upon five (5) days written notice, and payment has not been received within this notice period. The termination or expiration of a SOW does not automatically affect the term of this Agreement. 13.3. 7.3 Either Party may terminate this Agreement by giving notice no less than sixty (60) days prior to the end of the then current Subscription Term, to terminate such Agreement upon the end of the then current Subscription Term. 13.4. Termination does not release either Party from or any liability which, at the time of such termination, had already accrued to SOW with immediate effect if the other Party goes into compulsory or which voluntary liquidation, or if a receiver, administrative receiver, administrator or manager is attributable appointed in respect to the whole or any part of its assets or if a period prior Party is unable to such termination, nor preclude either Party pay its debts in accordance with applicable law. 7.4 Upon expiry or termination of this Agreement: (i) the Client's right to receive the Services shall immediately cease; (ii) all Confidential Information shall be dealt with in accordance with clause 5; (iii) all amounts due from pursuing the Client under this Agreement shall be paid in accordance with this Agreement; and (iv) this shall not affect any accrued rights or remedies it may have under law or in equity with respect to liabilities of any breach of this Agreement or Transaction Document. Upon termination for any reason other than Licensor’s breach, Customer shall pay Licensor any committed fees and expenses under the applicable Transaction Document whether due before or after the date of termination, which shall become immediately due and payable to Licensor on such termination. All fees are non-cancellable and non-refundable unless a pro rated refund applies as provided in this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due Party under this Agreement; (4) Customer does not abide by the use restrictions under Section 5; or (5) Customer violates other terms of this Agreement.

Term Suspension and Termination. 13.11. This Agreement agreement was entered into for an indefinite period of time. This agreement shall continue in take effect unless otherwise terminated in accordance with this sectionupon signing by both parties. 2. Unless otherwise agreed upon in the Transaction Document, the Subscription Term The parties shall be released from their respective obligations from this agreement to the extent and as long as they are hindered by an event unforeseeable for both parties which makes it impossible for them to fulfil their obligations, such as war, riot, strike or lock, extreme weather conditions or other cases of force majeure which are beyond the control of the parties and/or which the parties cannot be reasonably expected to resolve. If a period party is released from obligations for such reasons then the other party is also released from its duties in this regard. Such exemptions shall not apply for indemnification pursuant to § 8 (4) and the obligation of one (1) year and shall automatically renew for subsequent one year terms until terminated in accordance with this Agreementconfidentiality pursuant to § 11. 13.23. This Agreement and/or applicable Transaction Document The agreement may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of a claimed breach: (i) the non-breaching Party notifies the breaching Party in writing of such breach; and (ii) the breaching Party fails to cure such breach within 30 days (or such other period as mutually agreed by the Parties) from receipt of such notice; or (b) upon insolvency of the other Party, if permitted by law. 13.3. Either Party may terminate this Agreement by giving with four weeks' notice no less than sixty (60) days prior to the end of the then current Subscription Termcalendar quarter in writing by registered letter. This written form requirement may not be replaced by electronic form. 4. This shall have no effect on the parties' right to termination without notice for good cause. Good cause is when circumstances are present that, taking into account the entire situation of the individual case and weighing up the interests of the other party, the party wishing to terminate such Agreement upon cannot be reasonably expected to continue the end agreement until expiry of the notice period. Good cause shall include:  delay in payment of a total amount of more than EUR 50,000.00 net if the party being in the position of the creditor has set a reasonable subsequent deadline for payment. If payment is not then current Subscription Termmade the agreement may be terminated for good cause;  repeated culpable breach of the obligations of this agreement to cooperate and to provide infor- mation despite having been reminded of such obligations, if the party obliged does not subsequently fulfil the obligations to cooperate and provide information and compensate any disadvantages suf- fered within a reasonable deadline;  enforcement proceedings against a party which could negatively influence the reputation of the dis- tribution channel as perceived by third parties if such measures cannot be averted within one month of commencement of such measures;  application for the commencement of insolvency proceedings on the assets of a party if the reasons for the application for the commencement of insolvency proceedings cannot be averted within a pe- riod of three months from the time of application;  retention of unlawful content in the catalogue by the Partner although Mercateo has demanded and set a deadline that such unlawful content has to be removed and/or the unlawfulness eliminated;  handling of customer data by the Partner in a manner which infringes the provisions of data protec- tion. 13.45. Termination does The parties agree that regardless of termination of this agreement, orders not release either Party from any liability which, yet completed at the time of such termination, had already accrued termination becomes effective shall be duly processed in accordance with this agreement. 6. Furthermore the Parties agree that the obligations regarding indemnification pursuant to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Agreement or Transaction Document. Upon termination for any reason other than Licensor’s breach, Customer shall pay Licensor any committed fees and expenses under the applicable Transaction Document whether due before or after the date of termination, which shall become immediately due and payable to Licensor on such termination. All fees are non-cancellable and non-refundable unless a pro rated refund applies as provided in this Agreeemnt. 12.4 within a reasonable time; (3) Customer does not pay amounts due under this Agreement; § 8 (4) Customer does not abide by and warranty pursuant to § 7 shall continue to apply after this agreement ends as long as third parties assert claims vis-à-vis Mercateo or as long as the use restrictions under Section 5; or (5) Customer violates other terms warranty periods last. 7. The confidentiality obligation pursuant to § 11 shall continue to apply after termination of this Agreementagreement.