Common use of Termination and Expiration Procedure Clause in Contracts

Termination and Expiration Procedure. Upon termination or expiration of this Contract, WSP, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by WSP, Contractor shall: Stop work under this Contract on the date, and to the extent specified, in the Notice; Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP to the extent required, which approval or ratification shall be final for the purpose of this Section; Complete performance of such part of this Contract as shall not have been terminated by WSP; Take such action as may be necessary, or as the WSP Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which WSP has an interest; Transfer title to WSP and deliver in the manner, at the times, and to the extent directed by the WSP Project Manager, any Property which is required to be furnished to WSP and which has been accepted or requested by WSP; and Provide written certification to WSP that Contractor has surrendered to WSP all such Property. Upon the expiration or the termination of this Contract for any reason, WSP’s rights to Services and/or Data will be as follows: Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by WSP, Contractor will in accordance with instructions provided by WSP provide any turnover assistance Services or data necessary to enable WSP or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contract, Contractor shall provide, in machine readable form, a then-up‑to‑date, usable copy of the Data in a format specified by WSP and a copy of all documentation needed by WSP to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSP. WSP shall pay the Contractor for any resources utilized in performing such transition assistance at the rates in Exhibit A. If WSP terminates the Project or this Contract under Sections 22.1 ‑ 22.3, then WSP will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages WSP may have otherwise accrued as a result of such termination. Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP under Sections 22.1, 22.2 21.3, 21.7, or 21.8, WSP shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. Therefore, Contractor hereby assigns to WSP any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract.

Termination and Expiration Procedure. 22.9.1 Upon termination or expiration of this Contract, WSPDSHS, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP DSHS any Property, including but not limited to Deliverables and Data, Property for such part of this Contract as has been terminated. . 22.9.2 After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by WSPDSHS, Contractor shall: : 22.9.2.1 Stop work under this Contract on the date, and to the extent specified, in the Notice; ; 22.9.2.2 Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; ; 22.9.2.3 As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP DSHS to the extent required, which approval or ratification shall be final for the purpose of this Section; ; 22.9.2.4 Complete performance of such part of this Contract as shall not have been terminated by WSP; DSHS; 22.9.2.5 Take such action as may be necessary, or as the WSP DSHS Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which WSP DSHS has an interest; ; 22.9.2.6 Transfer title to WSP DSHS and deliver in the manner, at the times, and to the extent directed by the WSP DSHS Project Manager, any Property which is required to be furnished to WSP and which has been accepted or requested by WSPDSHS; and and 22.9.2.7 Provide written certification to WSP DSHS that Contractor has surrendered to WSP DSHS all such Property. . 22.9.3 Upon the expiration or the termination of this Contract for any reason, WSPDSHS’s rights to receive Services and/or Data will be as follows: : 22.9.3.1 Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by WSPDSHS, Contractor will in accordance with instructions provided by WSP DSHS provide any turnover assistance Services or data necessary to enable WSP DSHS or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contract, Contractor shall provide, in machine readable form, a then-up‑to‑dateup-to-date, usable copy of the Data in a format specified by WSP DSHS and a copy of all documentation needed by WSP DSHS to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSP. WSP DSHS. 22.9.3.2 DSHS shall pay the Contractor for any resources Staff utilized in performing such transition assistance at the rates in Exhibit A. If WSP DSHS terminates the Project or this Contract under Sections 22.1 ‑ - 22.3, then WSP DSHS will be entitled to offset the cost of paying the Contractor for the additional resources Staff the Contractor utilized in providing transition assistance with any damages WSP DSHS may have otherwise accrued as a result of such termination. . 22.9.4 Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP DSHS under Sections 22.1, 22.2 21.3, 21.7, or 21.8, WSP DSHS shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. Therefore, Contractor hereby assigns to WSP any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract.

Termination and Expiration Procedure. Upon termination or expiration of this Contract, WSP, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by WSP, Contractor shall: Stop work under this Contract on the date, and to the extent specified, in the Notice; Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP to the extent required, which approval or ratification shall be final for the purpose of this Section; Complete performance of such part of this Contract as shall not have been terminated by WSP; Take such action as may be necessary, or as the WSP Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which WSP has an interest; Transfer title to WSP and deliver in the manner, at the times, and to the extent directed by the WSP Project Manager, any Property which is required to be furnished to WSP and which has been accepted or requested by WSP; and Provide written certification to WSP that Contractor has surrendered to WSP all such Property. Upon the expiration or the termination of this Contract for any reason, WSP’s rights to Services and/or Data will be as follows: Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by WSP, Contractor will in accordance with instructions provided by WSP provide any turnover assistance Services or data necessary to enable WSP or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contract, Contractor shall provide, in machine readable form, a then-up‑to‑date, usable copy of the Data in a format specified by WSP and a copy of all documentation needed by WSP to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSPXXX. WSP XXX shall pay the Contractor for any resources utilized in performing such transition assistance at the rates in Exhibit A. If WSP terminates the Project or this Contract under Sections 22.1 ‑ 22.3, then WSP will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages WSP may have otherwise accrued as a result of such termination. Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP under Sections 22.1, 22.2 21.3, 21.7, or 21.8, WSP shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. Therefore, Contractor hereby assigns to WSP any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract.

Termination and Expiration Procedure. 22.9.1 Upon termination or expiration of this Contract, WSPState, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP State any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. . 22.9.2 After receipt of a Notice of termination or expiration, as applicabletermination, and except as otherwise directed by WSPState, Contractor shall: : a) Stop work under this Contract on the date, and to the extent specified, in the Notice; ; b) Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; ; c) As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP State to the extent required, which approval or ratification shall be final for the purpose of this Section; ; d) Complete performance of such part of this Contract as shall not have been terminated by WSP; State; e) Take such action as may be necessary, or as the WSP Project Manager State may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which WSP State has an interest; ; f) Assign or transfer real Property and Equipment leases as requested by State; g) Transfer title to WSP State and deliver in the manner, at the times, and to the extent directed by the WSP Project ManagerISD Director, any Property which is required to be furnished to WSP State and which has been accepted or requested by WSPState; and and h) Provide written certification to WSP State that Contractor has surrendered to WSP State all such Property. . 22.9.3 Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by State due to a material breach by Contractor of its obligations hereunder or for State’s convenience, State shall have the option to continue the use and operation of the System for a period of not more than 180 Days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. 22.9.4 Upon the expiration of this Contract or the termination of this Contract for any reason, WSPunless otherwise agreed to between the parties as part of a turnover plan, Contractor will provide State or its designee a license to use and reproduce for State’s rights to Services and/or Data will be as follows: internal purposes Contractor Technology at no additional cost and provide technical and professional support and maintenance at rates described in Appendix E. 22.9.5 Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by WSPState, Contractor will in accordance with instructions provided by WSP provide any turnover assistance Services or data necessary to enable WSP State or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days Days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contracttermination, Contractor shall provide, in machine readable form, a thenan up-up‑to‑dateto-date, usable copy of the Data in a format specified as required by WSP State and a copy of all documentation needed by WSP State to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSP. WSP shall pay the Contractor for any resources utilized in performing such transition assistance at the rates in Exhibit A. If WSP terminates the Project or this Contract under Sections 22.1 ‑ 22.3, then WSP will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages WSP may have otherwise accrued as a result of such termination. Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP under Sections 22.1, 22.2 21.3, 21.7, or 21.8, WSP shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. Therefore, Contractor hereby assigns to WSP any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract.the

Termination and Expiration Procedure. Upon termination or expiration of this Contract, WSP, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by WSP, Contractor shall: Stop work under this Contract on the date, and to the extent specified, in the Notice; Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP to the extent required, which approval or ratification shall be final for the purpose of this Section; Complete performance of such part of this Contract as shall not have been terminated by WSP; Take such action as may be necessary, or as the WSP Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which WSP has an interest; Transfer title to WSP and deliver in the manner, at the times, and to the extent directed by the WSP Project Manager, any Property which is required to be furnished to WSP and which has been accepted or requested by WSP; and Provide written certification to WSP that Contractor has surrendered to WSP all such Property. Upon the expiration or the termination of this Contract for any reason, WSP’s rights to Services and/or Data will be as follows: Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by WSP, Contractor will in accordance with instructions provided by WSP provide any turnover assistance Services or data necessary to enable WSP or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contract, Contractor shall provide, in machine readable form, a then-up‑to‑date, usable copy of the Data in a format specified by WSP and a copy of all documentation needed by WSP to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSPXXX. WSP XXX shall pay the Contractor for any resources utilized in performing such transition assistance at the rates in Exhibit A. If WSP terminates the Project or this Contract under Sections 22.1 ‑ 22.3, then WSP will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages WSP may have otherwise accrued as a result of such termination. Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP under Sections 22.1, 22.2 21.3, 21.7, or 21.8, WSP shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. Therefore, Contractor hereby assigns to WSP any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract.

Termination and Expiration Procedure. a. Upon termination or expiration of this Contract, WSPas applicable, WAHBE, in addition to any other rights provided in this Contract, may require Contractor to deliver to WSP WAHBE any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. . b. After receipt of a Notice of termination or expiration, as applicable, applicable and except as otherwise directed by WSPXXXXX, Contractor shall: Stop work under this Contract : i. Wind down and cease its Services as quickly and efficiently as reasonably possible, without performing unnecessary Services or activities and by minimizing negative effects on WAHBE from such winding down and cease Services on the date, and to the extent specified, in the Notice; ; ii. Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; ; iii. As soon as practicable, but in no event longer than 30 calendar days after terminationtermination or expiration, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSP WAHBE to the extent required, which approval or ratification shall be final for the purpose of this Section; Complete ; iv. Continue performance of such part of this Contract as shall not have been terminated by WSP; WAHBE; v. Take such action as may be necessary, or as the WSP Project Manager WAHBE Director of Operations or designee may direct, for the protection and preservation of the any Property related to this Contract which is in the possession of Contractor and in which WSP WAHBE has an interest; ; vi. Transfer title to WSP WAHBE and deliver in the manner, at the times, and to the extent directed by the WSP Project ManagerWAHBE Director of Operations or designee, any Property which that is required to be furnished to WSP WAHBE and which that has been accepted or requested by WSPXXXXX; and and vii. Provide written certification to WSP WAHBE that Contractor has surrendered to WSP WAHBE all such Propertyproperty. c. In case of a termination for convenience, WAHBE will pay to Contractor the agreed upon Purchase Price, if separately stated, for Services and associated Deliverables for which Acceptance has been given by WAHBE, amounts for Services provided prior to the date of termination for which no separate price is stated and which are not associated with or related to a specific Deliverable for which Acceptance has been given, and amounts for Services and associated Deliverables which are in development but which have not received Acceptance. Upon the expiration or the termination of this Contract The amounts for any reason, WSP’s rights to such Services and/or Data and Deliverables in development but not accepted will be costs actually and reasonably incurred by Contractor therefor, as follows: based on the rate in Schedule 1, but such costs shall be no greater than the final Purchase Prices for each Deliverable if it had received Acceptance. d. Upon expiration of the Contract or Contractor’s receipt of written notice of termination of the Contract by WSPXXXXX, Contractor will in accordance with instructions provided by WSP provide any turnover assistance Services or data necessary to enable WSP WAHBE or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten calendar days of receipt of the Notice written notice of termination or ten days prior to of expiration and again on expiration of the Contractor termination, as applicable, Contractor shall provide, in machine readable form, a thenan up-up‑to‑dateto-date, usable copy of the Data in a format specified as required by WSP WAHBE and a copy of all documentation needed by WSP WAHBE to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to WSP. WSP shall pay the Contractor for any resources utilized in performing such transition assistance at the rates in Exhibit A. If WSP terminates the Project or this Contract under Sections 22.1 ‑ 22.3, then WSP will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages WSP may have otherwise accrued as a result of such termination. WAHBE. e. Notwithstanding anything contained herein to the contrary, in the event this Contract is terminated by WSP WAHBE under Sections 22.145-47 or 50-52, 22.2 21.3, 21.7, or 21.8, WSP WAHBE shall have the option to continue the use and operation of the System and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. f. If WAHBE terminates the Project or this Contract under Sections 45-47 or 50-52, WAHBE shall receive the Services at no charge. General Conditions. Anti‑Trust Violations. Contractor and WSP recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by WSP. ThereforeOtherwise, Contractor hereby assigns to WSP any and all claims WAHBE shall pay for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to WSP resulting from antitrust violations commencing after the date of Services at the bid, quotation, or other event establishing the Charges and Changes under this Contractthen- existing rates.