Termination by CLIENT and VCS Sample Clauses
The 'Termination by CLIENT and VCS' clause defines the conditions under which either the client or the service provider (VCS) can end the contractual relationship. Typically, this clause outlines the procedures for giving notice, any required reasons for termination, and the consequences that follow, such as final payments or the return of materials. Its core function is to provide both parties with a clear and fair mechanism to exit the agreement, thereby managing risk and ensuring that neither party is indefinitely bound to the contract.
Termination by CLIENT and VCS a. CLIENT may terminate this Agreement upon 30 days’ prior written notice if the FDA causes the withdrawal from the market, approves any topical NSAID OTC Product, or restricts the use of VOLTAREN® in the Field or any other indication approved by the FDA and for which CLIENT is authorized to commercialize VOLTAREN® under the Novartis Agreement, or there is an imposition of restrictive federal and/or state price controls such that an obvious and substantial loss of sales for VOLTAREN® would result.
b. CLIENT may terminate this Agreement in its sole discretion at any time upon 120 days’ prior written notice to VCS. Any termination under this clause (b) prior to the completion of 12 months of Detailing (i.e., May 27, 2009) will include a termination fee calculated as follows: 12 months – actual months of Detailing conducted x *** (***).
c. CLIENT may terminate this Agreement in its sole discretion upon 30 days’ prior written notice at any time after the FDA approves a freely substitutable generic of VOLTAREN®.
d. Commencing July 1, 2008, CLIENT may terminate this Agreement upon *** written notice if the VCS Field Force fails to meet the required minimum Primary Details per calendar quarter (***) for two (2) calendar quarters out of any four (4) consecutive calendar quarters. For clarification purposes, the first calendar quarter to count toward the minimum Primary Detail calculation shall be the ***, 2008.
e. CLIENT may terminate this Agreement upon *** written notice if (i) the Active Representative Days fails to equal at least *** of the Expected Active Representative Days multiplied by ***.
f. VCS may terminate this Agreement if payment to VCS by CLIENT is not made when due and such payment is not made within ten (10) days from the date of receipt by CLIENT of written notice from VCS advising of such nonpayment.