Common use of Term Termination and Survival Clause in Contracts

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. This Agreement shall commence as of the Effective Date effective date of the Statement of Work and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to this Section 7(c11 or the expiration or termination of the Statement of Work (the “Term”). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), ) if the Defaulting Party: Materially (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes ; (b) becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes ; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which ; (d) is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes ; (e) makes a general assignment for the benefit of creditors. Has ; or (f) has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of Additionally, Soundtrace may terminate this Agreement or any Statement of Work, in its sole discretion, upon 30 days prior written notice to Customer. In the event that this Agreement or a Statement of Work is terminated (i) as a result of Soundtrace’s status as a Defaulting Party under Section 11.2, or (ii) for any reasonSoundtrace’s convenience under Section 11.2, Service Provider Soundtrace shall promptly: Deliver refund to Customer all documents, work product any prepaid and other materials, whether or not complete, prepared by or on behalf unearned fees for portions of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been yet provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties Parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not foundsection, and any right or obligation of the parties Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. Miscellaneous: Publicity. Soundtrace may use Customer’s name and logo to publicly identify Customer as Soundtrace customer in a press release, on Soundtrace’s website, and through other public communications. Customer will provide a brief statement that Soundtrace may use in such communications. Soundtrace may also produce and publicly distribute a case study regarding Customer’s use of the Services.

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner Services under all Statements of Work or terminated pursuant to Section 7(c)Sections 7.2 or 7.3. The rights and obligations of each section which by its nature should survive the termination or expiration of this Agreement shall so survive including without limitation, indemnity, insurance and confidentiality provisions. Customer, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 ten (10) days’ prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), if the Defaulting Party: Materially Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer Customer, upon Customer’s written request and at Customer’s expenserequest, in transitioning the Services to an alternate service providerprovider if applicable. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently Permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the ServicesServices under all Statements of Work, unless sooner terminated pursuant to Section 7(c)the terms of this Agreement. CustomerTrust, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, or for convenience, and without liability except for required payment for services rendered, rendered and reimbursement for authorized expenses incurred, incurred prior to the termination date, by providing at least 60 10 calendar days’ ' prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “"Defaulting Party”"), if the Defaulting Party: Materially breaches Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes ; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 30 days after filing. Is ; or is dissolved or liquidated or takes any corporate action for such purpose. Makes ; makes a general assignment for the benefit of creditors. Has ; or has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer Trust all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer Trust has paid. Return to Customer Trust all CustomerTrust-owned property, equipment equipment, or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, control and all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s Confidential InformationTrust confidential information. Provide reasonable cooperation and assistance to Customer Trust upon Customer’s Trust's written request and at Customer’s Trust's expense, in transitioning the Services to an alternate service providerProvider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any Any right or obligation of the parties Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.