Common use of Term Default and Termination Clause in Contracts

Term Default and Termination. a. The Term will begin on the Effective Date and will continue until terminated herein. Either Party may terminate these Master Terms or an Order if the other Party breaches any material term hereof and such breach is not cured within 30 days of the breaching Party receiving written notice of such breach. Buyer may terminate these Master Terms or an Order for any or no reason by providing Seller with at least 30 days prior written notice. b. The following will apply upon ▇▇▇▇▇’s termination of any Order under this Section: i. For Orders terminated following a breach by Seller of a material term thereof –Buyer will have the right to finish Services by any method Buyer deems expedient and/or obtain replacement Goods, and Seller will not be entitled to receive any further payment until such Services are completed and/or replacement Goods are obtained. If the reasonable expense to Buyer of finishing Services or obtaining replacement Goods exceeds the unpaid balance of the Contract Price, Seller will pay the difference to Buyer. In the event Buyer terminates these Master Terms or any Order, in whole or in part, Buyer may take possession and control of any or all materials, supplies, subcontracts, tools and appliances. ii. For Orders for Custom Goods terminated within Lead Time – Buyer will reimburse Seller for Seller’s actual expenses incurred which can be supported with documentation reasonably satisfactory to Buyer, but in any event no greater than the Contract Price. Upon receipt of ▇▇▇▇▇’s notice of termination, Seller will make all commercially reasonable efforts to cease production of Custom Goods and minimize additional costs related thereto. iii. For Orders for (a) Custom Goods terminated outside of Lead Time, and (b) Goods that are not Custom Goods the rights and obligations of the Parties will be the same as those arising in the event of a termination by Buyer upon the occurrence of a Force Majeure Event in accordance with Paragraph 3(b). c. In the event of termination of an Order for any reason, upon receipt of Buyer’s notice of termination, Seller will cease all work under such Order and take appropriate steps to limit disbursements and minimize costs; and Seller will remove itself, any subcontractors, and their respective equipment, supplies, tools, materials and personnel from the Site within 10 days after the effective date of termination. Seller will immediately deliver to Buyer all copies of documents, records or other materials, whether in electronic or written form, relating to the Services performed and/or containing Confidential Information or Deliverables, along with a written list of all uncompleted Services pertaining to this Agreement, specifically identifying the status of the Services. For a period of three (3) months after termination of an Order or this Agreement, Seller will cooperate reasonably on a time and materials basis with the efforts by ▇▇▇▇▇, or any other party on Buyer’s behalf, to complete any Services and to provide for an orderly transition. d. Notwithstanding any expiration or termination of these Master Terms, the terms and conditions set forth in these Master Terms will continue to govern any Orders, invoices, claims and disputes that are, in each case, outstanding at the time of such expiration or termination or attributable to events occurring prior to such expiration or termination, until such time as each such Order, invoice, claim, or dispute has been fully completed, paid, satisfied, settled or finally adjudicated, as the case may be. e. Termination of these Master Terms will not affect the rights and obligations under any previously issued Order unless specifically stated otherwise in writing.

Term Default and Termination. a. The Term will begin on the Effective Date and will continue until terminated herein. Either Party may terminate these Master Terms or an Order if the other Party breaches any material term hereof and such breach is not cured within 30 days of the breaching Party receiving written notice of such breach. Buyer may terminate these Master Terms or an Order for any or no reason by providing Seller with at least 30 days prior written notice. b. The following will apply upon ▇▇▇▇▇Buyer’s termination of any Order under this Section: i. For Orders terminated following a breach by Seller of a material term thereof –Buyer will have the right to finish Services by any method Buyer deems expedient and/or obtain replacement Goods, and Seller will not be entitled to receive any further payment until such Services are completed and/or replacement Goods are obtained. If the reasonable expense to Buyer of finishing Services or obtaining replacement Goods exceeds the unpaid balance of the Contract Price, Seller will pay the difference to Buyer. In the event Buyer terminates these Master Terms or any Order, in whole or in part, Buyer may take possession and control of any or all materials, supplies, subcontracts, tools and appliances. ii. For Orders for Custom Goods terminated within Lead Time – Buyer will reimburse Seller for Seller’s actual expenses incurred which can be supported with documentation reasonably satisfactory to Buyer, but in any event no greater than the Contract Price. Upon receipt of ▇▇▇▇▇Buyer’s notice of termination, Seller will make all commercially reasonable efforts to cease production of Custom Goods and minimize additional costs related thereto. iii. For Orders for (a) Custom Goods terminated outside of Lead Time, and (b) Goods that are not Custom Goods the rights and obligations of the Parties will be the same as those arising in the event of a termination by Buyer upon the occurrence of a Force Majeure Event in accordance with Paragraph 3(b). c. In the event of termination of an Order for any reason, upon receipt of Buyer’s notice of termination, Seller will cease all work under such Order and take appropriate steps to limit disbursements and minimize costs; and Seller will remove itself, any subcontractors, and their respective equipment, supplies, tools, materials and personnel from the Site within 10 days after the effective date of termination. Seller will immediately deliver to Buyer all copies of documents, records or other materials, whether in electronic or written form, relating to the Services performed and/or containing Confidential Information or Deliverables, along with a written list of all uncompleted Services pertaining to this Agreement, specifically identifying the status of the Services. For a period of three (3) months after termination of an Order or this Agreement, Seller will cooperate reasonably on a time and materials basis with the efforts by ▇▇▇▇▇Buyer, or any other party on Buyer’s behalf, to complete any Services and to provide for an orderly transition. d. Notwithstanding any expiration or termination of these Master Terms, the terms and conditions set forth in these Master Terms will continue to govern any Orders, invoices, claims and disputes that are, in each case, outstanding at the time of such expiration or termination or attributable to events occurring prior to such expiration or termination, until such time as each such Order, invoice, claim, or dispute has been fully completed, paid, satisfied, settled or finally adjudicated, as the case may be. e. Termination of these Master Terms will not affect the rights and obligations under any previously issued Order unless specifically stated otherwise in writing.

Term Default and Termination. a. The Term will begin 12.1 Except with respect to those provisions of this Agreement specifically providing for their term to end on a date other than the third anniversary of the Effective Date, this Agreement shall terminate on the third anniversary of the Effective Date and will continue until terminated herein. Either Party may terminate these Master Terms or an Order if Date. 12.2 In the other Party breaches event of any default in performance of any material term hereof and or provision under this Agreement by either party hereto, the nondefaulting party may send a written default notice to the defaulting party explaining the nature of the default. If such breach default is not totally cured within 30 (i) fifteen (15) days for payment default after the receipt of the breaching Party receiving written default notice or (ii) thirty (30) days for all other defaults after the receipt of such breach. Buyer the default notice, the nondefaulting party may terminate these Master Terms or an Order for any or no reason by providing Seller with at least 30 days prior written notice. b. The following will apply upon ▇▇▇▇▇’s deliver a termination of any Order under notice terminating this Section: i. For Orders terminated following a breach by Seller Agreement, effective immediately, provided that in the case of a material term thereof –Buyer will default described in clause (ii) that is capable of being cured such default must first be referred to the Liaison Committee (and if applicable to the CEOs of CV Services and CV pursuant to Section 11). If a party is diligently attempting such a cure, the non-defaulting party shall only have the right to finish Services terminate this Agreement if the default is not totally cured within ninety (90) days after the receipt of the default notice and the CEOs are unable to resolve such dispute pursuant to the provisions of Section 11. Termination of this Agreement by any method Buyer deems expedient and/or obtain replacement Goods, and Seller will either party shall not be entitled deemed an election of remedies or waiver of any claims relating to receive any further payment until such Services are completed and/or replacement Goods are obtained. If the reasonable expense to Buyer of finishing Services or obtaining replacement Goods exceeds the unpaid balance of the Contract Price, Seller will pay the difference to Buyer. other party. 12.3 In the event Buyer terminates these Master Terms that either party files a petition in bankruptcy or any Orderhas such a petition filed against it, which petition is not discharged within thirty (30) days after filing, or is placed in whole a receivership or reorganization proceeding or is placed in parta trusteeship involving an insolvency, Buyer or ceases doing business in the ordinary course, the other party may take possession and control of any or all materialsterminate this Agreement by giving a termination notice, supplies, subcontracts, tools and applianceswhich termination shall become effective fifteen (15) days after mailing. ii. For Orders for Custom Goods terminated within Lead Time – Buyer will reimburse Seller for Seller’s actual expenses incurred which can be supported with documentation reasonably satisfactory to Buyer, but in any event no greater than the Contract Price. 12.4 Upon receipt of ▇▇▇▇▇’s notice of termination, Seller will make all commercially reasonable efforts to cease production of Custom Goods and minimize additional costs related thereto. iii. For Orders for (a) Custom Goods terminated outside of Lead Time, and (b) Goods that are not Custom Goods the rights and obligations termination of the Parties will be the same as those arising in the event of a termination by Buyer upon the occurrence of a Force Majeure Event in accordance with Paragraph 3(b). c. In the event of termination of an Order for any reason, upon receipt of Buyer’s notice of termination, Seller will cease all work under such Order and take appropriate steps to limit disbursements and minimize costs; and Seller will remove itself, any subcontractors, and their respective equipment, supplies, tools, materials and personnel from the Site within 10 days after the effective date of termination. Seller will immediately deliver to Buyer all copies of documents, records or other materials, whether in electronic or written form, relating to the Services performed and/or containing Confidential Information or Deliverables, along with a written list of all uncompleted Services pertaining to this Agreement, specifically identifying the status of the Services. For a period of three (3) months after termination of an Order or this Agreement, Seller will cooperate reasonably on a time and materials basis with the efforts by ▇▇▇▇▇, or any other party on Buyer’s behalf, to complete any Services and to provide for an orderly transition. d. Notwithstanding any expiration or termination of these Master Terms, the terms and conditions distribution arrangements set forth in these Master Terms will continue Section 9, CVSI shall immediately cease using and either return or destroy at CV's discretion, any and all CV Products used for demonstration and documentation to govern any Orders, invoices, claims CV and disputes that arecertify it has returned or destroyed all originals and copies, in each caseany form, outstanding at the time of such expiration or termination or attributable to events occurring prior to such expiration or termination, until such time as each such Order, invoice, claim, or dispute has been fully completed, paid, satisfied, settled or finally adjudicated, as the case may bematerials. e. Termination of these Master Terms will not affect the rights and obligations under any previously issued Order unless specifically stated otherwise in writing.