Common use of TERMINATION OF A CUSTOMER AGREEMENT Clause in Contracts

TERMINATION OF A CUSTOMER AGREEMENT. 7.1 A Customer may terminate its Customer Agreement: 7.1.1 if the Supplier is in breach and fails to rectify the breach within the time allowed in a Default Notice; 7.1.2 if an Insolvency Event occurs; 7.1.3 if there is a Change of Control of the Supplier; or 7.1.4 for convenience, by fourteen (14) days written notice to the Supplier and unless otherwise agreed in a Customer Agreement, the Customer will only be liable to pay for the goods and services provided to date on a pro-rata basis. 7.2 Subject to clause 7.4, the Supplier may terminate a Customer Agreement by written notice to the Customer if the Customer fails to comply with a Demand Notice issued by the Supplier pursuant to clause 23.3 in relation to an Undisputed Invoice. 7.3 The Supplier must provide the State’s Principal Contract Administrator with a copy of the relevant termination notice. 7.4 The right of termination by the Supplier under the clause 7.2 only operates where the amount of the Undisputed Invoice exceeds the sum of $10,000.00. 7.5 Notwithstanding any termination of this Agreement, the following provisions of this Agreement and each provision that applies to a Customer Agreement will survive in their entirety and continue to apply: 7.5.1 clause 6.3 which deals with the return of the Confidential Information; 7.5.2 clause 6.4 - which deals with the effect of a termination on Customer Agreements; 7.5.3 this clause 7.5 – Survival of Obligations; 7.5.4 clause 19 - INTELLECTUAL PROPERTY; 7.5.5 clause 20 - VESTING; 7.5.6 clause 22 - LIABILITY; 7.5.7 Clause 21 - CONFIDENTIALITY; 7.5.8 clause 26 – INDEMNITY AGAINST THIRD PARTY CLAIMS; 7.5.9 clause 30 – APPLICABLE LAW; 7.5.10 clause 32 – JURISDICTION OF COURTS; and 7.5.11 clause 35 - READING DOWN AND SEVERANCE.

TERMINATION OF A CUSTOMER AGREEMENT. 7.1 A Customer may terminate its Customer Agreement: 7.1.1 if the Supplier is in breach and fails to rectify the breach within the time allowed in a Default NoticeNotice issued by that Customer; 7.1.2 if an Insolvency Event occurs; 7.1.3 if there is a Change of Control of the Supplier; 7.1.3 if an Insolvency Event occurs with respect to the Supplier; or 7.1.4 for convenience, by fourteen (14) days written notice to the Supplier and unless otherwise agreed in a Customer Agreement, the Customer will only be liable to pay for the goods and services Deliverables provided to date on a pro-rata basis. 7.2 Subject to clause 7.47.3 , the Supplier may terminate a Customer Agreement by written notice to the Customer if the Customer fails to comply with a Demand Notice issued by the Supplier (pursuant to clause 23.3 26.3 of this Agreement) in relation to an Undisputed Invoice. 7.3 The . If this occurs, the Supplier must must, as soon as practicable, provide the State’s Principal Contract Administrator with a copy of the relevant termination notice. 7.4 7.3 The right of termination by the Supplier under the preceding sub-clause 7.2 only operates where the amount of the Undisputed Invoice is equal to or exceeds the sum of $10,000.0050,000.00. 7.5 7.4 Notwithstanding any termination of this Agreement, the following provisions of this Agreement and each provision that applies to a Customer Agreement will survive in their entirety and continue to apply: 7.5.1 7.4.1 clause 6.3 which deals with the return of the Confidential Information; 7.5.2 7.4.2 clause 6.4 - which deals with the effect of a termination on Customer Agreements; 7.5.3 7.4.3 this clause 7.5 7.4 – Survival of Obligations; 7.5.4 7.4.4 clause 19 20 - SOFTWARE (including Schedule 14); 7.4.5 clause 21 - INTELLECTUAL PROPERTY; 7.5.5 7.4.6 clause 20 22 - VESTING; 7.5.6 7.4.7 clause 22 24 - LIABILITY; 7.5.7 7.4.8 Clause 21 23 - CONFIDENTIALITY; 7.5.8 7.4.9 clause 26 25 - REMEDIES; 7.4.10 clause 28 – STATE AUDIT; 7.4.11 clause 31 – INDEMNITY AGAINST THIRD PARTY CLAIMS; 7.5.9 clause 30 – APPLICABLE LAW; 7.5.10 ; 7.4.12 clause 32 – JURISDICTION OF COURTS; and 7.5.11 clause 35 - READING DOWN AND SEVERANCE.INDEMNITY PROCEDURES

TERMINATION OF A CUSTOMER AGREEMENT. 7.1 A Customer may terminate its Customer Agreement: 7.1.1 if the Supplier is in breach and fails to rectify the breach within the time allowed in a Default NoticeNotice issued by that Customer; 7.1.2 if an Insolvency Event occurs; 7.1.3 if there is a Change of Control of occurs with respect to the Supplier; or 7.1.4 7.1.3 for convenience, by fourteen (14) days written notice to the Supplier and unless otherwise agreed in a Customer Agreement, the Customer will only be liable to pay for the goods and services provided to date on a pro-rata basis. 7.2 Subject to clause 7.47.3 , the Supplier may terminate a Customer Agreement by written notice to the Customer if the Customer fails to comply with a Demand Notice issued by the Supplier (pursuant to clause 23.3 27.3 of this Agreement) in relation to an Undisputed Invoice. 7.3 The . If this occurs, the Supplier must must, as soon as practicable, provide the State’s Principal Contract Administrator with a copy of the relevant termination notice. 7.4 7.3 The right of termination by the Supplier under the preceding sub-clause 7.2 only operates where the amount of the Undisputed Invoice is equal to or exceeds the sum of $10,000.00. 7.5 7.4 Notwithstanding any termination of this Agreement, the following provisions of this Agreement and each provision that applies to a Customer Agreement Agreements will survive in their entirety and continue to apply: 7.5.1 7.4.1 clause 6.3 which deals with the return of the Confidential Information; 7.5.2 7.4.2 clause 6.4 - which deals with the effect of a termination on Customer Agreements; 7.5.3 7.4.3 this clause 7.5 7.4 – Survival of Obligations; 7.5.4 7.4.4 clause 19 21 - SOFTWARE; 7.4.5 clause 22 - INTELLECTUAL PROPERTY; 7.5.5 7.4.6 clause 20 23 - VESTING; 7.5.6 7.4.7 clause 22 25 - LIABILITY; 7.5.7 Clause 21 7.4.8 clause 24 - CONFIDENTIALITY; 7.5.8 7.4.9 clause 26 - REMEDIES; 7.4.10 clause 29 – STATE AUDIT; 7.4.11 clause 32 – INDEMNITY AGAINST THIRD PARTY CLAIMS; 7.5.9 7.4.12 clause 30 33 – INDEMNITY PROCEDURES 7.4.13 clause 34 - SUB-CONTRACTING; 7.4.14 clause 38 – APPLICABLE LAW; 7.5.10 7.4.15 clause 32 40 – JURISDICTION OF COURTS; and; 7.5.11 7.4.16 clause 35 43 - READING DOWN AND SEVERANCEXXXXXXXXX; and 7.4.17 clause 47.8 which deals with the discharge of security.