Termination and decommissioning Clause Samples
Termination and decommissioning. OVERVIEW This documents the activities necessary to decommission all services and support that Vendor is responsible for providing to P&G at the time the services are terminated for any reason. The focus of this is to ensure that services delivered by Vendor transition to P&G or its designated agent with minimum adverse impact on the P&G business. The overall intent is that Vendor will continue to focus on the day-to-day activities, delivering the Services at the Service Levels. Concurrently, no later than 90 days prior to termination, Vendor will establish a decommissioning team to develop a Decommissioning Plan and then implement that plan (unless for some reason termination date is established with less than 90 days notice, in which case the team will be established within 5 days of notice of termination). The plan will be reviewed by and approved by P&G. In the event Services are being transitioned to another party selected by P&G, Vendor will cooperate with the other party in completing a successful transition to the same degree that it would cooperate with P&G to ensure impact of a transition on the P&G business is minimized.
Termination and decommissioning. 18.1 If the Agreement or Services are terminated before the end of the Minimum Period, You will pay Us the relevant Cancellation Charges (as set out in paragraph 3.2 of the Commercial Schedule). For the purposes of this Service, reference to Support Charges in paragraph 3.2 shall be deemed a reference collectively to the Platform Charges plus all Charges payable for any Professional Services and/or any Optional Components. In addition, the Cancellation Charges for this Service may include but not be limited to the following unavoidable losses: (i) the balance of any spend commitment not met; (ii) the amount of any investment made, such as a technology fund or similar fund; (iii) all amounts payable to a Provider; (iv) Our capital and operational expenditure incurred or committed in connection with the provision of each deliverable set out in the Service Particulars; (v) all costs and expenses incurred in connection with the decommissioning of any deliverable (including any End Point) and the removal of any plant or equipment from the Sites; and (vi) any amounts agreed separately with You.
18.2 Subject to Clause 7, Upon expiry or termination of the Service, or any Licence thereunder, the following provisions shall apply:
18.2.1 access and use of the Service by You or any User, including the IoT Services and/or any End Point Licence, shall immediately cease, which may include remote deactivation of any Licence or End Point to use the Service for You or any User;
18.2.2 no later than 28 days after expiry or termination, any Content (including any Personal Data contained therein) will be removed and/or deleted from its storage location and Your access to such Content shall cease immediately on expiry or termination of the Service or relevant Licence. Should you require Us to export any Content (including Personal Data) from the IoT Platform on Your behalf, You must request this at the time of expiry or termination. You shall pay any Charges we may notify to You for any exported Content or Personal Data requested by You; and