Common use of Termination Value Clause in Contracts

Termination Value. As soon as practicable after the Client has terminated the Agreement, the Client shall calculate the “Termination Value”, being the difference between the amounts already paid by Client to Contractor under the Agreement, and: (A) the costs of the Products, carried out at the date of termination excluding any profit elements of any type, and; (B) the costs of Equipment and materials ordered for the Products, which have been delivered to the Contractor, or of which the Contractor is liable to accept delivery excluding any profit elements of any type; in each case to the extent that the Products, Equipment and materials delivered, are in a form of value to, usable and useful for the Client, and to the extent the Contractor has proven that, notwithstanding all its reasonable efforts, the Products, Equipment, cannot be reallocated for other purposes. Title of the Products, Equipment, which can be reallocated by the Contractor and for which the transfer of title already has been passed to the Client in accordance with GC 10, shall return to the Contractor at the moment of termination of the Agreement.