Termination Consequences. 10.1. Termination of this Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 10.2. On termination of this Contract for any reason: 10.2.1. Supplier shall immediately cease provision of the Services; 10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and 10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer; 10.2.4. all the Customer data, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customer, in which case the Customer shall notify the Supplier and the Supplier shall secure all necessary data prior to termination. The Supplier will not be responsible for any loss of data or any damages resulting from the deletion of this data following the termination of the Services; 10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract shall survive, which shall include, but not be limited to, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights; 10.2.6. in the event that any money is owed by Supplier to the Customer, Supplier shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer; 10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract; 10.3. Where individual Order Forms are terminated in isolation to the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 and 10.2.6 shall apply. 10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration. 10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for any additional costs and expenses incurred as a consequence of termination of this Contract, including, without limitation: 10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt of the invoice. 10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: 10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and 10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.
Appears in 3 contracts
Samples: Managed Services Agreement, Managed Services Agreement, Managed Services Agreement
Termination Consequences. 10.120.1 In the case of termination of the Contract attributable to the Contractor, in any of the events foreseen by the Applicable Law or by this Contract, the Principal shall be entitled to receive from the Contractor, save for any further damages, payment of a termination penalty equal to 10% (ten percent) of the value of the remaining Works, to be determined in the value of the Consideration less the amounts of the Payment Milestones become due on the time of termination. Termination The Principal shall also be entitled to receive from the Contractor the refund of the amounts corresponding to the balance of the payments which have not been up to that time allocated to the subsequent Works. Without prejudice to the above, the Principal shall also be entitled to:
(a) prepare a report of completed Works setting forth the value thereof, in which case, upon termination, without prejudice to any provisions of this Contract, for any reason, the Principal shall not affect have the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
10.2. On termination of this Contract for any reasonright to:
10.2.1. Supplier shall immediately cease provision of i. keep the Services;
10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.4. all the Customer data, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customercompleted Works, in which case the Customer Contractor shall notify promptly abandon the Supplier Area and transfer the ownership of any completed Works if not already transferred; or alternatively,
ii. reject the Works, in which case the Contractor shall dismantle the Works bearing the relevant costs and expenses and return to the Principal any payment of the Consideration received, plus interest in accordance with Article 1224 of the Italian Civil Code.
(b) quantify the amount of any and all penalties, Delay Liquidated Damages, Discounts, etc, owed by the Contractor to the Principal, in which case the Principal shall prepare a statement of amounts due to the Principal less any amounts due to the Contractor under this Contract; the statement of amounts outstanding shall be sent to the Contractor which shall send its observations to the Principal within ten (10) days. Failure to send observations within such ten-day period shall be deemed consent to the statement of amounts due to the Principal. Payment of the amounts indicated in the previous paragraph shall be made within 7 (seven) calendar days of receipt of the above-mentioned statement, and the Supplier Principal shall secure be entitled to enforce the Parent Company Guarantee and/or the Warranty Bond to recover any such amounts. In the event that the Contractor disputes the statement of the Principal within ten (10) days, and the Parties fail to reach an amicable settlement, the dispute shall be settled in accordance with Article 24 hereof. As soon as Contractor pays the amount due, Principal shall return the Parent Company Guarantee and the Warranty Bond. On the contrary, where Contractor fails to pay the amount due pursuant to the above statement, Principal shall be entitled to enforce the Parent Company Guarantee and/or the Warranty Bond;
(c) have the Area vacated by the Contractor, at his own expenses, from all necessary data prior the material, equipment and machinery belonging to him and from any rubble, debris and rubbish within 15 (fifteen) days of termination.
20.2 In the case of termination attributable to the Principal, the Principal shall take definitive delivery of the Works that have been constructd up to the time of termination and the Contractor shall be entitled to withhold any payment made by the Principal in compliance with the Payment Milestones pursuant to Article 4, save for the Contractor’s right to claim payment of any further amounts due to the Contractor for all the Works that have been carried out until receipt of the termination notice and for any further damages. The Supplier will On the Principal’s request, the Contractor shall vacate the Area and the site from all the materials, equipment and machinery that belongs to him at the Principal’s expenses and provide for the removal of any rubble, debris and rubbish.
20.3 Without prejudice to the above, in the case of termination due to failure by the Principal to perform its payment obligations pursuant to Article 4, provided that the Contractor has fulfilled all its obligations under this Contract, the Contractor or any third party indicated by the Contractor shall be entitled to be transferred, by way of a line of business transfer, the Applicable Permits and the Building Right and to keep the Works, by paying to the Principal an amount equal to the percentage of the Consideration already paid by the Principal, upon deduction of an amount equal to Euro 400.00 per kWp (four hundred). It is understood that the in the case of exercise of such right the Contractor shall not be responsible for entitled to any loss other claim towards the Principal and hereby waives any such claim. It is understood that should a Financing Entity have been appointed at the time of data or any damages resulting from the deletion of termination, this data following the termination of the Services;
10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract Article 20.3 shall survive, which shall include, but not be limited toapplicable.
20.4 Furthermore, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.6. in the event that any money is owed by Supplier of termination attributable to the CustomerPrincipal, Supplier the Principal shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation immediately return to the other under this Contract;
10.3. Where individual Order Forms are terminated in isolation to Contractor the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 Parent Company Guarantee and 10.2.6 shall applythe Warranty Bond.
10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration.
10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for any additional costs and expenses incurred as a consequence of termination of this Contract, including, without limitation:
10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt of the invoice.
10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and
10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.
Appears in 2 contracts
Samples: Engineering Procurement & Construction Contract (Ellomay Capital Ltd.), Engineering Procurement & Construction Contract (Ellomay Capital Ltd.)
Termination Consequences. 10.16.1 Should the Customer not wish to renew any Service Area then the Customer shall provide Entrust with no less than three (3) months written notice prior to the renewal date. Termination For example, where the Customer elects for the Services to be supplied for 3 years and does not wish to renew the Service the Customer shall provide Entrust not less than three (3) months written notice which shall be not less than 3 months prior to the third anniversary of the Services commencement date.
6.2 Should the Customer choose to terminate a Service Area or all Services pursuant to clause 6.1 and/or where the Customer fails to provide notice in accordance with Clause 6.1 then Entrust, may, at its sole discretion invoice the Customer for:
6.2.1 the charges relating to any notice period calculated on a pro-rata monthly basis, unless otherwise stated as a Special Condition; and
6.2.2 the balance of any outstanding investment sums made by Entrust and not recovered by Entrust prior to the date of termination; and
6.2.3 the savings granted (past, present and future) to the Customer by Entrust for commitment to a multi-year service period and any other discounts provided; and
6.2.4 all the consequential losses and costs of including, but not limited to, unamortised costs, sunk costs, exit costs, staffing costs, pensions or redundancy costs; and
6.2.5 loss of profit incurred by Entrust as a consequence of the termination.
6.3 Either party may terminate these terms and conditions on giving written notice to the other if the other party is in material breach of this ContractAgreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within 30 days of receiving a written notice requiring it to do so. Failure by the Customer to make timely payment against properly submitted invoices shall constitute a material breach of these terms and conditions and, without prejudice to any other rights, Entrust, in addition to Clause 2.3.3, reserves the right to suspend services immediately and without penalty.
6.4 These terms and conditions may be terminated in the event that either party shall have a liquidator, administrator, or receiver appointed, or it passes a resolution for winding up other than for the purposes of a bona fide, solvent reorganisation or restructuring, or if it becomes subject to an administration order.
6.5 Upon termination of this Agreement for any reason:
6.5.1 the Customer shall immediately pay to Entrust all of Entrust's due, valid and unpaid invoices and interest (if applicable), in respect of Services supplied but for which no invoice has been submitted, Entrust shall submit an invoice, which shall be payable by the Customer immediately on receipt;
6.5.2 the Customer shall promptly and in an orderly manner return all of Entrust’s materials and documents which have not affect been fully paid for at Entrust’s bequest (to a location to be advised by Entrust). Until Entrust’s materials and/or documents have been returned or paid for, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
6.5.3 the accrued rights, remedies, obligations or and liabilities of the Parties existing parties as at termination.
10.2. On expiry or termination of this Contract for any reason:
10.2.1. Supplier shall immediately cease provision of the Services;
10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to not be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.4. all the Customer dataaffected, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customer, in which case the Customer shall notify the Supplier and the Supplier shall secure all necessary data prior to termination. The Supplier will not be responsible for any loss of data or any damages resulting from the deletion of this data following the termination of the Services;
10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract shall survive, which shall include, but not be limited to, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.6. in the event that any money is owed by Supplier to the Customer, Supplier shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract;
10.3. Where individual Order Forms are terminated in isolation to the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 and 10.2.6 shall apply.
10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration.
10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for claim damages in respect of any additional costs and expenses incurred as a consequence of termination breach of this Contract, including, without limitation:
10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing Agreement which existed at or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to before the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt date of the invoicetermination.
10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and
10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.
Appears in 2 contracts
Termination Consequences. 10.120.1 In the case of termination of the Contract attributable to the Contractor, in any of the events foreseen by the Applicable Law or by this Contract, the Principal shall be entitled to receive from the Contractor, save for any further damages, payment of a termination penalty equal to 10% (ten percent) of the value of the remaining Works, to be determined in the value of the Consideration less the amounts of the Payment Milestones become due on the time of termination. Termination The Principal shall also be entitled to receive from the Contractor the refund of the amounts corresponding to the balance of the payments which have not been up to that time allocated to the subsequent Works. Without prejudice to the above, the Principal shall also be entitled to:
(a) prepare a report of completed Works setting forth the value thereof, in which case, upon termination, without prejudice to any provisions of this Contract, for any reason, the Principal shall not affect have the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
10.2. On termination of this Contract for any reasonright to:
10.2.1. Supplier shall immediately cease provision of i. keep the Services;
10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.4. all the Customer data, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customercompleted Works, in which case the Customer Contractor shall notify promptly abandon the Supplier Area and transfer the ownership of any completed Works if not already transferred; or alternatively,
ii. reject the Works, in which case the Contractor shall dismantle the Works bearing the relevant costs and expenses and return to the Principal any payment of the Consideration received, plus interest in accordance with Article 1224 of the Italian Civil Code.
(b) quantify the amount of any and all penalties, Delay Liquidated Damages, Discounts, etc, owed by the Contractor to the Principal, in which case the Principal shall prepare a statement of amounts due to the Principal less any amounts due to the Contractor under this Contract; the statement of amounts outstanding shall be sent to the Contractor which shall send its observations to the Principal within ten (10) days. Failure to send observations within such ten-day period shall be deemed consent to the statement of amounts due to the Principal. Payment of the amounts indicated in the previous paragraph shall be made within 7 (seven) calendar days of receipt of the above-mentioned statement, and the Supplier Principal shall secure be entitled to enforce the Parent Company Guarantee and/or the Warranty Bond to recover any such amounts. In the event that the Contractor disputes the statement of the Principal within ten (10) days, and the Parties fail to reach an amicable settlement, the dispute shall be settled in accordance with Article 24 hereof. As soon as Contractor pays the amount due, Principal shall return the Parent Company Guarantee and the Warranty Bond. On the contrary, where Contractor fails to pay the amount due pursuant to the above statement, Principal shall be entitled to enforce the Parent Company Guarantee and/or the Warranty Bond;
(c) have the Area vacated by the Contractor, at his own expenses, from all necessary data prior the material, equipment and machinery belonging to him and from any rubble, debris and rubbish within 15 (fifteen) days of termination.
20.2 In the case of termination attributable to the Principal, the Principal shall take definitive delivery of the Works that have been realised up to the time of termination and the Contractor shall be entitled to withhold any payment made by the Principal in compliance with the Payment Milestones pursuant to Article 4, save for the Contractor’s right to claim payment of any further amounts due to the Contractor for all the Works that have been carried out until receipt of the termination notice and for any further damages. The Supplier will On the Principal’s request, the Contractor shall vacate the Area and the site from all the materials, equipment and machinery that belongs to him at the Principal’s expenses and provide for the removal of any rubble, debris and rubbish.
20.3 Without prejudice to the above, in the case of termination due to failure by the Principal to perform its payment obligations pursuant to Article 4, provided that the Contractor has fulfilled all its obligations under this Contract, the Contractor or any third party indicated by the Contractor shall be entitled to be transferred, by way of a line of business transfer, the Applicable Permits and the Building Right and to keep the Works, by paying to the Principal an amount equal to the percentage of the Consideration already paid by the Principal, upon deduction of an amount equal to Euro 400.00 per kWp (four hundred). It is understood that the in the case of exercise of such right the Contractor shall not be responsible for entitled to any loss other claim towards the Principal and hereby waives any such claim. It is understood that should a Financing Entity have been appointed at the time of data or any damages resulting from the deletion of termination, this data following the termination of the Services;
10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract Article 20.3 shall survive, which shall include, but not be limited toapplicable.
20.4 Furthermore, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.6. in the event that any money is owed by Supplier of termination attributable to the CustomerPrincipal, Supplier the Principal shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation immediately return to the other under this Contract;
10.3. Where individual Order Forms are terminated in isolation to Contractor the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 Parent Company Guarantee and 10.2.6 shall applythe Warranty Bond.
10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration.
10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for any additional costs and expenses incurred as a consequence of termination of this Contract, including, without limitation:
10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt of the invoice.
10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and
10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.
Appears in 2 contracts
Samples: Engineering Procurement & Construction Contract (Ellomay Capital Ltd.), Engineering Procurement & Construction Contract (Ellomay Capital Ltd.)
Termination Consequences. 10.112.1. Termination of this Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
10.212.2. On termination of this Contract for any reason:
10.2.112.2.1. Supplier shall immediately cease provision of the Services;
10.2.212.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.312.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.412.2.4. all the Customer data, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customer, in which case the Customer shall notify the Supplier and the Supplier shall secure all necessary data prior to termination. The Supplier will not be responsible for any loss of data or any damages resulting from the deletion of this data following the termination of the Services;
10.2.512.2.5. clauses that are necessary for the enforcement or interpretation of this Contract shall survive, which shall include, but not be limited to, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.612.2.6. in the event that any money is owed by Supplier to the Customer, Supplier shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.712.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract;
10.312.3. Where individual Order Forms are terminated in isolation to the main Contract, clauses 10.2.112.2.1, 10.2.212.2.2, 10.2.312.2.3, 10.2.412.2.4, 10.2.5 and 10.2.6 shall apply.
10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration.
10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for any additional costs and expenses incurred as a consequence of termination of this Contract, including, without limitation:
10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt of the invoice.
10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and
10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.12.2.5
Appears in 1 contract
Termination Consequences. 10.1. Termination 6.1 Where Entrust exercises its rights under Clause 2.2 and the Charges for a Service Area has increased, the Customer can choose to terminate that Service Area by providing Entrust with three (3) months written notice prior to the renewal date subject always to the Customer paying Entrust for all Charges for any Services delivered up to and including the date of termination.
6.2 Should the Customer choose to terminate a Service Area or all Services pursuant to clause 5.3 or 6.1 AND/OR where the Customer fails to provide notice in accordance with Clause 5.3 or Clause 6.1 then Entrust, may, at its sole discretion invoice the Customer for:
6.2.1 the charges relating to any notice period calculated on a pro-rata monthly basis, unless otherwise stated as a Special Condition; and
6.2.2 the balance of any outstanding investment sums made by Entrust and not recovered by Entrust prior to the date of termination; and
6.2.3 the savings granted (past, present and future) to the Customer by Entrust for commitment to a multi-year service period and any other discounts provided; and
6.2.4 all the consequential losses and costs of including, but not limited to, unamortised costs, sunk costs, exit costs, staffing costs, pensions or redundancy costs; and
6.2.5 loss of profit incurred by Entrust as a consequence of the termination.
6.3 Either party may terminate these terms and conditions on giving written notice to the other if the other party is in material breach of this ContractAgreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within 30 days of receiving a written notice requiring it to do so. Failure by the Customer to make timely payment against properly submitted invoices shall constitute a material breach of these terms and conditions and, without prejudice to any other rights, Entrust, in addition to Clause 2.3.3, reserves the right to suspend services immediately and without penalty.
6.4 These terms and conditions may be terminated in the event that either party shall have a liquidator, administrator, or receiver appointed, or it passes a resolution for winding up other than for the purposes of a bona fide, solvent reorganisation or restructuring, or if it becomes subject to an administration order.
6.5 Upon termination of this Agreement for any reason:
6.5.1 the Customer shall immediately pay to Entrust all of Entrust's due, valid and unpaid invoices and interest (if applicable), in respect of Services supplied but for which no invoice has been submitted, Entrust shall submit an invoice, which shall be payable by the Customer immediately on receipt;
6.5.2 the Customer shall promptly and in an orderly manner return all of Entrust’s materials and documents which have not affect been fully paid for at Entrust’s bequest (to a location to be advised by Entrust). Until Entrust’s materials and/or documents have been returned or paid for, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
6.5.3 the accrued rights, remedies, obligations or and liabilities of the Parties existing parties as at termination.
10.2. On expiry or termination of this Contract for any reason:
10.2.1. Supplier shall immediately cease provision of the Services;
10.2.2. all Charges payable by the Customer to Supplier under this Contract shall become due immediately despite any other provision of the Contract. Additionally, in the event the Charges identifies the Services are to not be provided for a minimum term and the Customer Order Form confirms this and termination takes place before the minimum term has expired then the remaining fees applicable to the end of the applicable minimum term shall be payable by the Customer; and
10.2.3. the Customer shall within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of all Documentation and all Confidential Information relating to the Services then in the possession of the Customer;
10.2.4. all the Customer dataaffected, including but not limited to databases, contacts, calendars, email, content, recordings etc., will be irrevocably deleted by the Supplier within thirty (30) days of termination, unless such records are legally required to be retained by the Customer, in which case the Customer shall notify the Supplier and the Supplier shall secure all necessary data prior to termination. The Supplier will not be responsible for any loss of data or any damages resulting from the deletion of this data following the termination of the Services;
10.2.5. clauses that are necessary for the enforcement or interpretation of this Contract shall survive, which shall include, but not be limited to, clauses relating to termination, payments, warranty, confidentiality, solicitation, indemnification, retention of title and protection of Intellectual Property Rights;
10.2.6. in the event that any money is owed by Supplier to the Customer, Supplier shall refund any money after first deducting any money due to Supplier under this Contract or any other contract that Supplier has with the Customer;
10.2.7. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract;
10.3. Where individual Order Forms are terminated in isolation to the main Contract, clauses 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5 and 10.2.6 shall apply.
10.4. Termination or expiration of this Contract shall be without prejudice to any provision which expressly or by implication is intended to survive termination or expiration.
10.5. In addition to the Charges payable under clause 10.2.2, Supplier reserves the right to invoice the Customer for claim damages in respect of any additional costs and expenses incurred as a consequence of termination breach of this Contract, including, without limitation:
10.5.1. all engineering and administrative duties associated with Termination Assistance Services as set out in clause 10.6 below, including removing Agreement which existed at or transferring services and/or stored Customer data. Where such services are provided by Supplier this shall be charged at Supplier’s then current rate card (available on request), or if provided by a Third Party, any related charges shall be invoiced by Supplier to before the Customer in accordance with Third Party’s charges plus 20% and such additional costs and expenses shall be payable by the Customer within seven (7) days from receipt date of the invoicetermination.
10.6. Upon termination of this Contract for any reason Supplier will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by Supplier in accordance with its then current rate card (available on request) for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
10.6.1. developing a plan for the orderly transition of the terminated Services from Supplier to the Customer or the Successor Service Provider; and
10.6.2. such other activities upon which the Parties may agree including any non-proprietary documents to enable a Successor Service Provider to continue to provide services.
Appears in 1 contract
Samples: Service Level Agreement
