Term Termination and Survival. 11.1. This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary of the Effective Date and (b) the completion of all Services under all Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties prior to the fifth anniversary of the Effective Date, unless sooner terminated pursuant to Sections 11.2, 11.3, or 11.4 (the “Term”). 11.2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: a. Materially breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure; b. Becomes insolvent or admits its inability to pay its debts generally as they become due; c. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty- five (45) days after filing; d. Is dissolved or liquidated or takes any corporate action for such purpose; e. Makes a general assignment for the benefit of creditors; or f. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 11.3. Notwithstanding anything to the contrary in Section 11.2(a), ACS may terminate this Agreement before the expiration date of the Term on written notice if (a) Client fails to pay any amount when due hereunder and such failure continues for thirty
Appears in 1 contract
Samples: Master Services Agreement
Term Termination and Survival. 11.1. 8.1 This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary shall commence as of the Effective Date and (b) shall continue thereafter until the completion of all the Services under all Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties prior to the fifth anniversary Statements of the Effective Date, Work unless sooner terminated pursuant to Sections 11.2, 11.3, or 11.4 (the “Term”)8.2 and 8.3.
11.2. 8.2 Customer, in its sole discretion, may terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days' prior written notice to Service Provider.
8.3 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party:
a. Materially breaches (a) Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) 30 days after receipt of written notice of such breach, or such material breach is incapable of cure;.
b. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due;.
c. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty- five (45) 45 days after filing;.
d. (d) Is dissolved or liquidated or takes any corporate action for such purpose;.
e. (e) Makes a general assignment for the benefit of creditors; or.
f. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3. Notwithstanding anything to the contrary in Section 11.2(a), ACS may terminate 8.4 Upon expiration or termination of this Agreement before the expiration date of the Term on written notice if for any reason, Service Provider shall promptly:
(a) Client fails Deliver to pay Customer all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid.
(b) Return to Customer all Customer-owned property or equipment in its possession or control.
(c) Remove any amount when Service Provider-owned property or equipment located at Customer's locations.
(d) Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Customer's Confidential Information.
(e) Provide reasonable cooperation and assistance to Customer upon Customer's written request and at Customer's expense, in transitioning the Services to an alternate service provider.
(f) On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
(g) Permanently delete all of Customer's Confidential Information from its computer systems.
(h) Certify in writing to Customer that it has complied with the requirements of this Section 8.4.
8.5 Notwithstanding the provisions of Section 8.4, Service Provider may retain copies of Customer Confidential Information and data for internal research purposes and further development of its systems and algorithms (the “Purpose”). Customer hereby provides to Service Provider a perpetual, worldwide, royalty-free, non-cancellable license to such Confidential Information and data for the Purpose.
8.6 The rights and obligations of the Parties set forth in this Section 8 and Sections 5, 6, 7, 9, 10, 13, 15, 20, 21 and 22 and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due hereunder and such failure continues for thirtyto an act or omission of Service Provider or its officers, employees or agents.
Appears in 1 contract
Samples: Services Agreement
Term Termination and Survival. 11.1. This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary 9.1 These Terms shall commence as of the Effective Date and (b) the completion of all Services under all Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties prior to the fifth anniversary date of the Effective Date, first Statement of Work and shall continue thereafter for a period of three (3) years unless sooner terminated pursuant to Sections 11.2Section 9.2 or Section 9.3 (the “Initial Term”), 11.3and shall automatically renew for additional one (1) year terms (each a “Subsequent Term” and together with the Initial Term, or 11.4 (the “Term”), unless either Party notifies the other at least ninety (90) days prior to the expiration.
11.2. 9.2 Either Party may terminate this Agreementthese Terms, effective upon written notice to the other Party (the “Defaulting Party”“) if the Defaulting Party:
a. (a) Materially breaches this Agreementthese Terms, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure;.
b. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due;.
c. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty- forty-five (45) days after filing;.
d. (d) Is dissolved or liquidated or takes any corporate action for such purpose;.
e. (e) Makes a general assignment for the benefit of creditors; or.
f. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3. 9.3 Notwithstanding anything to the contrary in Section 11.2(a9.2(a), ACS Service Provider may terminate this Agreement these Terms before the expiration date of the Term these Terms on written notice if (a) Client fails to pay any amount when due hereunder and such failure continues for thirtyten (10) days after Client’s receipt of written notice of nonpayment.
Appears in 1 contract
Samples: Statement of Work (Sow)
Term Termination and Survival. 11.1. 13.1 This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary shall commence as of the Effective Date and shall continue thereafter until the earlier of (bi) the completion of all Services under all Signed Quotes required for Tasks issued according to Section 1 or Purchase Orders to which this MSA applies(ii) June 30, which are executed by 2021 (collectively, the Parties prior to the fifth anniversary of the Effective Date“Term”), unless sooner terminated pursuant to Sections 11.2this Section 13.
13.2 X-energy, 11.3in its sole discretion, may terminate this Agreement, or 11.4 any Task Order issued hereunder, in whole or in part, at any time, without cause, and without liability except for required payment, if any, for services rendered, and reimbursement for authorized materials and expenses incurred, up to and on the termination date by providing at least sixty (the “Term”)60) days prior written notice to ACO.
11.2. 13.3 Either Party may terminate this AgreementAgreement for default, effective upon written notice to the other Party (the “Defaulting Party”) ), if the Defaulting Party:
a. 13.3.1 Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure;.
b. 13.3.2 Becomes insolvent or admits its inability to pay its debts generally as they become due;.
c. 13.3.3 Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven ten (710) days business days, or is not dismissed or vacated within forty- forty-five (45) calendar days after filing;.
d. 13.3.4 Is dissolved or liquidated or takes any corporate action for such purpose;.
e. 13.3.5 Makes a general assignment for the benefit of creditors; or.
f. 13.3.6 Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.313.4 Subject to any and all DOE rights and obligations, upon expiration or termination of this Agreement for any reason, ACO shall promptly:
13.4.1 Deliver to X-energy all documents, work product, and other materials, whether or not complete, prepared by or on behalf of ACO in the course of performing the Services for which X-energy has paid.
13.4.2 Return to X-energy all X-energy-owned property, equipment, or materials in its possession or control.
13.4.3 Remove any ACO-owned property, equipment, or materials located in X-energy’s facilities.
13.4.4 Deliver to X-energy, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on X-energy’s Confidential Information.
13.4.5 Provide reasonable cooperation and assistance to X-energy in transitioning the Services to an alternate service provider. Notwithstanding anything Other than in a termination for cause due to a ACO default, ACO shall be reimbursed its actual costs in facilitating the transition of the service to an alternate provider.
13.4.6 On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
13.4.7 Destroy X-energy’s Confidential Information from its computer systems, provided, however, ACO shall not, in connection with the foregoing obligations, be required to identify or delete X-energy’s Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; however, in the event of a system restore, all X-energy Confidential Information shall be destroyed. ACO shall not be obligated to return or destroy X-energy’s Confidential Information to the contrary extent ACO is required to retain a copy pursuant to applicable law.
13.4.8 Certify in writing to X-energy that it has complied with the requirements of Section 13.
13.4.9 Deliver to X-energy all documents, work product, and other materials, whether or not complete, prepared by or on behalf of ACO in the course of performing the Services for which X-energy has paid.
13.5 Subject to any and all DOE rights and obligations, upon expiration or termination of this Agreement for any reason, X-energy shall promptly:
13.5.1 Return to ACO all ACO-owned property, equipment, or materials in its possession or control.
13.5.2 Remove any X-energy-owned property, equipment, or materials located in ACO’s facilities.
13.5.3 Deliver to ACO, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on ACO’s Confidential Information, excluding any work product in which ACO’s Confidential Information has been incorporated.
13.5.4 On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided.
13.5.5 Destroy ACO’s Confidential Information from its computer systems, provided, however, ACO shall not, in connection with the foregoing obligations, be required to identify or delete X- energy’s Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; however, in the event of a system restore, all ACO’s Confidential Information shall be destroyed. ACO shall not be obligated to return or destroy X-energy’s Confidential Information to the extent ACO is required to retain a copy pursuant to applicable law.
13.5.6 Certify in writing to ACO that it has complied with the requirements of Section 13.
13.6 If X-energy, due to ACO’s default, terminates this Agreement or any Task Order, in whole or in part, it may reasonably acquire, under commercially reasonable terms, supplies or services similar to those terminated. ACO will be responsible for the excess non-recurring costs incurred by X-energy to complete the deliverables specified in the Task Order that ACO was responsible for fulfilling, provided, such costs do not exceed the remaining value of the Task Order. For the avoidance of doubt, notwithstanding the prior sentence, under no circumstances shall ACO be responsible for reimbursing X- energy for any ongoing or recurring costs or expenses, including, but not limited to, rent and utilities. ACO shall, however, continue any work not so terminated. For the avoidance of doubt, in the event the Agreement is terminated pursuant to Xxxxxxx 00, XXX shall have no responsibility to X-energy under this Section 13.6.
13.7 The rights and obligations of the Parties set forth in this Section 13.7 and Sections 4.11, 8 – 12, 13.4, 13.5, 15 – 19, 24, 26, and 29 – 32, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 11.2(a)10 and the Confidentiality Agreement referenced therein, ACS may terminate will survive such termination or expiration of this Agreement before the expiration date until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Term on written notice if (a) Client fails to pay any amount when due hereunder ACO or its affiliates and such failure continues for thirtyits or their employees, officers, directors, shareholder, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
Appears in 1 contract
Term Termination and Survival. 11.19.1. This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary shall commence as of the Effective Date and shall continue until the first anniversary thereof (bthe “Initial Term”). Following the Initial Term and each renewal thereof, this Agreement shall automatically renew on substantially the same terms and conditions for additional one year periods (each a “Renewal Term”) unless: either party sends a notice electing not to renew the completion of all Services under all Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties Agreement at least 30 days prior to the fifth anniversary expiration of the Effective Date, unless sooner terminated pursuant Initial Term or any Renewal Term. The Initial Term and any Renewal Terms shall be referred to Sections 11.2, 11.3, or 11.4 (collectively as the “Term.”).
11.29.2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “"Defaulting Party”) "), if the Defaulting Party:
a. 9.2.1. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) 30 days after receipt of written notice of such breach, or such material breach is incapable of cure;.
b. 9.2.2. Becomes insolvent or admits its inability to pay its debts generally as they become due;.
c. 9.2.3. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty- five (45) days after filing;.
d. Is 0.0.0. Xx dissolved or liquidated or takes any corporate action for such purpose;.
e. 9.2.5. Makes a general assignment for the benefit of creditors; orcreditors.
f. 9.2.6. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.39.3. Notwithstanding anything Upon expiration or termination of this Agreement for any reason, each Party shall promptly deliver to the contrary other Party, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on such Party’s Confidential Information.
9.4. The rights and obligations of the Parties in Section 11.2(a), ACS may terminate this Agreement before the which, by its nature, should survive termination or expiration date of the Term on written notice if (a) Client fails to pay this Agreement, will survive any amount when due hereunder and such failure continues for thirtytermination or expiration of this Agreement.
Appears in 1 contract
Samples: Consultancy Support Agreement
Term Termination and Survival. 11.1. This Agreement commences on the Effective Date and continues thereafter until the later to occur of (a) the fifth anniversary of the Effective Date and (b) the completion of all Services under all Signed Quotes or Purchase Orders to which this MSA applies, which are executed by the Parties prior to the fifth anniversary of the Effective Date, unless sooner terminated pursuant to Sections 11.2, 11.3, or 11.4 (the “Term”).
11.2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
a. Materially breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure, provided that for any claim that Services do not conform to the Services Warranty, Section 13.4 provides Client’s sole and exclusive remedy;
b. Becomes insolvent or admits its inability to pay its debts generally as they become due;
c. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty- forty‐ five (45) days after filing;
d. Is dissolved or liquidated or takes any corporate action for such purpose;
e. Makes a general assignment for the benefit of creditors; or
f. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3. Notwithstanding anything to the contrary in Section 11.2(a), ACS may terminate this Agreement before the expiration date of the Term on written notice if (a) Client fails to pay any amount when due hereunder and such failure continues for thirty
Appears in 1 contract
Samples: Master Services Agreement
