Steps after Termination Clause Samples

Steps after Termination i. Upon termination of this Agreement by the City for any reason, the City will pay Consultant for satisfactorily performed Services and disbursements incurred by Consultant to the date of termination pursuant to this Agreement, less any amounts necessary to compensate the City for damages or costs incurred by the City arising from Consultant’s default. Termination will be without prejudice to any other rights or remedies the City may have. ii. Upon receipt of written notice of termination of this Agreement by the City for any reason, Consultant must: a. Promptly cease all Services, including Services provided by any subconsultant, unless otherwise directed by the City; and b. Deliver to the City all the Materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such Materials are to be delivered to the City in completed form; however, notwithstanding the provisions of Section 10, Ownership and Use of Materials, herein, the City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such Materials. iii. If this Agreement is terminated by the City for any reason, the City is hereby expressly permitted to assume the projects and Services, and to complete them by any means including, but not limited to, an agreement with another party.

Steps after Termination. 1. If this Agreement is expired or terminated as provided herein, Both parties shall return any samples, specifications, drawings or other confidential information provided by either party to the other party. Any individual sales contracts which have been made prior to such termination or expiration date shall continue to be effective irrespective of such termination or expiration. 2. In the case that this Agreement is terminated by the default or breach of this Agreement by either party, the terminating party may claim for damages to the other party. 3. The provisions of ARTICLES 3, 4, 11, 12, 26, 27, 28, 29, 31, 32, 33, 34, 39, 40, 41, 44 and 45 of this Agreement shall survive after the expiration or termination of Agreement.

Steps after Termination. 16.1 Expiration or termination of this Agreement shall not release any Party from any liability which at the time of such expiration or termination has already accrued to the other Party or which thereafter may accrue in respect of any act or omission prior to such expiration or termination, nor shall any such expiration or termination affect in any way the survival of any right, duty or obligation of any Party which is stated in this Agreement to survive such expiration or termination. 16.2 Any termination of this Agreement under this Article 16 shall not prejudice any right and remedy available to the terminating Party under this Agreement, law, trade custom or otherwise. 16.3 Upon expiration or termination of this Agreement, Bluejay shall: (a) cease to label and repackage Toray Chips; (b) upon Toray’s request, promptly return to Toray or destroy, at ▇▇▇▇▇’s discretion, all documents and materials containing Toray Know-How and its Confidential Information, including any duplicated copy thereof; provided, however, that Bluejay may retain one (1) copy for archival purposes to the extent necessary to confirm compliance with this Agreement or as may be required in accordance with applicable law or regulations or Bluejay’s internal regulations; and (c) report to Toray on the marketable inventory of Toray Chips on hand at the time of such expiration or termination of this Agreement and discuss and determine the period of time Bluejay may continue to sell those Toray Chips. 16.4 The Parties acknowledge and agree that: 16.4.1 on the expiry of the applicable Royalty Term for a certain Product, no further royalties are payable with respect to the sales of that Product in the Territory, and the licence granted by Toray to Bluejay under this Agreement with respect to that Product in the Territory shall become fully paid-up, perpetual, irrevocable, and royalty-free; and 16.4.2 therefore Bluejay will and may continue to sell such Products in the Territory even after the expiry of the Term.