Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licences, consents, and authorizations granted by either Party to the other hereunder will immediately terminate; (b) Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and: (i) within thirty (30) days return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Data; (c) Customer shall immediately cease all use of any Services or Provider Materials and: (i) within thirty (30) days return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. or based on any Provider Materials or Provider's Confidential Information; (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Provider terminates this Agreement under Section 10.3(a) or Section 10.3(b) all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon any Immediately upon expiration or notice of termination of this Agreement for any reason whatsoever, the parties shall work together to either (i) implement an up to one hundred eighty (180) day wind-down period (the "Wind-Down Period"), during which Members can continue to redeem the Points they have accrued, or (ii) implement an up to ninety (90) day transfer period during which Members' Point balances shall be transferred to a new loyalty program implemented by ValueStar. In either case, the following shall apply: (A) Netcentives will credit the Consumer Accounts of Consumers for which ValueStar has requested a grant of Points prior to the effective date of expiration or termination; (B) Subject to Section 5.4 below, all Points in Consumer Accounts will expire; (C) ValueStar will shut down any Promotions, and no Points will be distributed to Consumer Accounts; (D) Netcentives will no longer be obligated to make any sales of Points to ValueStar; (E) All Points in ValueStar's Accounts shall immediately be deemed Cancelled Points; (F) Solely in the event of termination by ValueStar for Netcentives' breach pursuant to Section 5.2(A)(i), ValueStar shall be refunded the RPV it paid for Points Cancelled pursuant to Section 5.3(E); (G) Solely in the event of expiration of this Agreement, except ValueStar shall receive a refund of the RPV it paid for that number of Points that is equal to or less than the number of Points required to maintain the Minimum Account Balance (as expressly otherwise provided in this Agreement:determined as of the date of expiration); provided, however, that Points purchased pursuant to the Guaranteed Commitment shall not be refunded upon expiration; (aH) Subject to Section 5.4(B) below, all rights, licences, consents, license grants pursuant to Section 2 and authorizations granted by either Party to the other hereunder will Section 6.4 shall immediately terminate; (bI) Provider Subject to Sections 5.4(D)(ii) and 5.5(A) below, each party shall immediately cease all use of any Customer Data or Customerreturn or, at the disclosing party's request, destroy the Confidential Information and: (i) within thirty (30) days return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Informationof the other party; and (iiJ) permanently erase all Customer Data and Customer's Confidential Information from the Provider SystemsSections 1 (Definitions), provided that3.3(F) (Manual), for clarity5.3 (Effect of Termination or Expiration), Provider's obligations under this Section 10.4(b) do not apply 5.4 (Wind-Down Period), 5.5 (Transfer to any Resultant Data; a New Program), 5.6 (c) Customer shall immediately cease all use of any Services or Provider Materials and: Survival), 6.1 (i) within thirty (30) days return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. or based on any Provider Materials or Provider's Confidential Information; ), 6.4(C) (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and Ownership), 7.2 through 7.13 (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(cMiscellaneous); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in any payment obligations accrued as of the ordinary course; and (iv) all information and materials described in this Section 10.4(d) will remain subject to all confidentialityeffective date of expiration or termination, security, and other applicable requirements shall survive termination or expiration of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Provider terminates this Agreement under Section 10.3(a) or Section 10.3(b) all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider TripAround shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: and (i) within thirty (30) days promptly return to Customer, or at Customer's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's ’s Confidential Information; and and (ii) permanently erase all Customer Data and Customer's ’s Confidential Information from the Provider Systemsall systems TripAround directly or indirectly controls, provided thatprovided, however, that for clarity, Provider's TripAround’s obligations under this Section 10.4(b12.4(b) do not apply to any Resultant DataAggregated Data or Guest Data (including any Guest Data received from Customer); (c) Customer shall immediately cease all use of any Services Services, Guest Data, or Provider TripAround Materials and: and (i) within thirty (30) days promptly return to ProviderTripAround, or at Provider's TripAround’s written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials TripAround Materials, Guest Data, or Provider's TripAround’s Confidential Information; ; and (ii) permanently erase all Provider Materials TripAround Materials, Guest Data, and Provider's TripAround’s Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information Information; and (ii) TripAround may retain Customer Data; (iii) Customer may retain Guest Data and TripAround Materials, in the case of each foregoing subclauses (i), (ii), and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; , as necessary for the performance of this Agreement or any other agreement to which Customer or TripAround is a party, or as necessary for the establishment, exercise, or defense of legal claims; (iiiv) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider TripAround may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d12.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider TripAround may disable all Customer and Authorized User access to the Hosted Services and Provider TripAround Materials; (f) if Provider Customer terminates this Agreement under pursuant to Section 10.3(a12.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and TripAround will refund to Customer Fees paid in advance for Services that TripAround has not performed as of the effective date of termination; and (g) if TripAround terminates this Agreement pursuant to Section 12.3(a) or Section 10.3(b) 12.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees will become immediately due and Reimbursable Expenses, payable on Customer’s receipt of Provider's TripAround’s invoice therefortherefore.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and: and (i) within thirty (30) days return promptly to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and and (ii) permanently erase all Customer Data and Customer's Confidential Information from the all systems Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Datadirectly or indirectly controls; (c) Customer shall immediately cease all use of any Services or Provider Materials and: and (i) within thirty (30) days promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's Confidential Information; Information and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's Confidential Information (ii) Provider may retain Customer Data; (iii) Customer may retain Provider Materials, in the case of each of subclause (i) (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iiiiv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d14.2(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Customer terminates this Agreement pursuant to Section 14.1(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer any Fees paid in advance for Services that Provider has not performed as of the effective date of termination; (g) if Provider terminates this Agreement under pursuant to Section 10.3(a14.1(a) or Section 10.3(b) 14.1(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider Loftware shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: and (i) within thirty (30) days promptly return to Customer, or at Customer's written request Loftware’s option, destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's ’s Confidential Information; and , (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider SystemsSaaS offerings, provided that, for clarity, Provider's obligations under and (iii) certify to Customer in a signed written instrument that it has complied with the requirements of this Section 10.4(b) do not apply to any Resultant Data14.4(b); (c) Customer shall immediately cease all use of any Services SaaS offerings, Software, or Provider Loftware Materials and: and (i) within thirty (30) days promptly return to ProviderLoftware, or at Provider's written request Customer’s option, destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Software, Loftware Materials or Provider's Loftware’s Confidential Information; , (ii) permanently erase all Provider Software, Loftware Materials and Provider's Loftware’s Confidential Information from all computer systems that Customer directly or indirectly controls; and , including the Customer Cloud, and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider Loftware in a statutory declaration of a senior officer of Customer signed written instrument that it has complied with the requirements of this Section 10.4(c14.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: , (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; , (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider Loftware may also retain Customer Data in its backups, archives, and internal business and disaster recovery systems until such Customer Data is deleted in the ordinary course; and , and (iviii) all information and materials described in this Section 10.4(d14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider Loftware may disable all Customer and Authorized User access to the Hosted Services SaaS offerings, Software, and Provider Loftware Materials; (f) to the extent applicable, Customer will delete all Installed Applications from Customer Systems or any other systems controlled by Customer; (g) if Provider Customer terminates this Agreement under pursuant to Section 10.3(a14.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination; (h) if Loftware terminates this Agreement pursuant to Section 14.3(a) or Section 10.3(b) 14.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Initial Term or then-current Renewal Term (as the case may be) will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's Loftware’s invoice therefor; and (i) if Customer requests in writing at least thirty (30) days prior to the effective date of expiration or termination, subject to Section 14.4(d), Loftware shall, within thirty (30) days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Loftware, provided that Customer has at that time paid all Fees and Reimbursable Expenses then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Loftware’s Professional Services in transferring such Customer Data.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreementthe Order, except as expressly otherwise provided in this Agreementthe Order or these Conditions: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider RigNet shall immediately cease all use of any Customer Data or Customer's Confidential Information and: and (i) within thirty (30) days promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and and (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systemsall systems RigNet directly or indirectly controls, provided that, for clarity, ProviderRigNet's obligations under this Section 10.4(b13.4(b) do not apply to any Resultant Data; (c) Customer shall immediately cease all use of any Services or Provider RigNet Materials and: and (i) within thirty (30) days promptly return to ProviderRigNet, or at ProviderRigNet's written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider RigNet Materials or ProviderRigNet's Confidential Information; ; and (ii) permanently erase all Provider RigNet Materials and ProviderRigNet's Confidential Information from all computer systems that Customer directly or indirectly controls; and and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider RigNet in a statutory declaration of a senior officer of Customer signed written instrument that it has complied with the requirements of this Section 10.4(c13.4(c); (d) notwithstanding anything to the contrary in this Agreementthe Order or these Conditions, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's Confidential Information Information; and (ii) RigNet may retain Customer Data; (iii) Customer may retain RigNet Materials, in the case of each of subclause (i), and (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; ; (iiiv) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider RigNet may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d13.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreementthese Conditions; (e) Provider RigNet may disable all Customer and Authorized User access to the Hosted Services and Provider RigNet Materials; (f) if Provider Customer terminates this Agreement under the Order pursuant to Section 10.3(a13.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and RigNet will: refund to Customer Fees paid in advance for Services that RigNet has not performed as of the effective date of termination. (g) if RigNet terminates the Order pursuant to Section 13.3(a) or Section 10.3(b) 13.3(b), all Fees that would have become payable had the Agreement Order remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of ProviderRigNet's invoice therefor; and (h) if Customer requests in writing at least thirty (30) days prior to the effective date of expiration or termination, subject to Section 13.4(d), RigNet shall, within thirty (30) days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by RigNet, provided that Customer has at that time paid all Fees and Reimbursable Expenses then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for RigNet's services in transferring such Customer Data.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) : all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) ; Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and: and (i) within thirty (30) days return promptly to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and and (ii) permanently erase all Customer Data and Customer's Confidential Information from the all systems Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Data; (c) directly or indirectly controls; Customer shall immediately cease all use of any Services or Provider Materials and: and (i) within thirty (30) days promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's Confidential Information; Information and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's Confidential Information (ii) Provider may retain Customer Data; (iii) Customer may retain Provider Materials, in the case of each of subclause (i) (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iiiiv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d15.2(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) ; Provider may disable all Customer and Authorized User access to the Hosted Services Provider Materials; if Customer terminates this Agreement pursuant to Section 15.1(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider Materials; will: (fi) refund to Customer any Fees paid in advance for Services that Provider has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credits to which Customer is entitled; if Provider terminates this Agreement under pursuant to Section 10.3(a15.1(a) or Section 10.3(b) 15.1(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider Triparound shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: and (i) within thirty (30) days promptly return to Customer, or at Customer's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's ’s Confidential Information; and and (ii) permanently erase all Customer Data and Customer's ’s Confidential Information from the Provider Systemsall systems Triparound directly or indirectly controls, provided thatprovided, however, that for clarity, Provider's Triparound’s obligations under this Section 10.4(b12.4(b) do not apply to any Resultant DataAggregated Data or Guest Data (including any Guest Data received from Customer); (c) Customer shall immediately cease all use of any Services Services, Guest Data, or Provider Triparound Materials and: and (i) within thirty (30) days promptly return to ProviderTriparound, or at Provider's Triparound’s written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials Triparound Materials, Guest Data, or Provider's Triparound’s Confidential Information; ; and (ii) permanently erase all Provider Materials Triparound Materials, Guest Data, and Provider's Triparound’s Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information Information; and (ii) Triparound may retain Customer Data; (iii) Customer may retain Guest Data and Triparound Materials, in the case of each foregoing subclauses (i), (ii), and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; , as necessary for the performance of this Agreement or any other agreement to which Customer or Triparound is a party, or as necessary for the establishment, exercise, or defense of legal claims; (iiiv) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider Triparound may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d12.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider Triparound may disable all Customer and Authorized User access to the Hosted Services and Provider Triparound Materials; (f) if Provider Customer terminates this Agreement under pursuant to Section 10.3(a12.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Triparound will refund to Customer Fees paid in advance for Services that Triparound has not performed as of the effective date of termination; and (g) if Triparound terminates this Agreement pursuant to Section 12.3(a) or Section 10.3(b) 12.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees will become immediately due and Reimbursable Expenses, payable on Customer’s receipt of Provider's Triparound’s invoice therefortherefore.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: and (i) within thirty (30) 10 days return to Customer, or at Customer's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's ’s Confidential Information; and and (ii) permanently erase all Customer Data and Customer's ’s Confidential Information from the all systems Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Datadirectly or indirectly controls; (c) Customer shall immediately cease all use of any Services or Provider Materials and: and (i) within thirty (30) 10 days return to Provider, or at Provider's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's ’s Confidential Information; ; and (ii) permanently erase all Provider Materials and Provider's ’s Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information Information; (ii) Provider may retain Customer Data; (iii) Customer may retain Provider Materials, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iiiiv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d13.04(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Customer terminates this Agreement pursuant to Section 13.03(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services that Provider has not performed as of the effective date of termination; (g) if Provider terminates this Agreement under pursuant to Section 10.3(a13.03(a) or Section 10.3(b) 13.03(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's ’s invoice therefor; and (h) if Customer requests in writing at least 60 days prior to the effective date of expiration or termination, subject to Section 13.04(d), Provider shall, within 60 days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Provider, provided that Customer has at that time paid all Fees and Reimbursable Expenses then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Provider’s services in transferring such Customer Data.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: and (i) within thirty (30) days upon Customer’s payment of the amounts set forth in Section 2.5 of Exhibit B return to Customer, or at Customer's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's ’s Confidential Information; and and (ii) permanently erase all Customer Data and Customer's ’s Confidential Information from the all systems Provider Systemsdirectly or indirectly controls, provided that, for clarity, Provider's ’s obligations under this Section 10.4(b13.3(b) do not apply to any Resultant Data; (c) Customer shall immediately cease all use of any Services SaaS Service or Provider Materials and: and (i) within thirty (30) days promptly return to Provider, or at Provider's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's ’s Confidential Information; ; and (ii) permanently erase all Provider Materials and Provider's ’s Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information Information; (ii) Provider may retain Customer Data; (iii) Customer may retain Provider Materials, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iiiiv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d13.3(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Customer terminates this Agreement pursuant to Section 13.2(b), or if Provider terminates this Agreement under pursuant to Section 10.3(a13.2(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer any Fees paid in advance for SaaS Service that Provider has not performed as of the effective date of termination; (g) if Provider terminates this Agreement pursuant to Section 13.2(a) or Section 10.3(b) 13.2(b), or if Customer terminates this Agreement pursuant to Section 13.2(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable ExpensesFees, on receipt of Provider's ’s invoice therefor; and (h) if Customer requests in writing at least 30 days prior to the effective date of expiration or termination, subject to Section 13.3(d), Provider shall, within a commercially reasonable timeframe following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Provider, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Provider’s services in transferring such Customer Data.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and: (i) within thirty (30) days and promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Data; (c) Customer shall immediately cease all use of any Services or Provider Materials and: and (i) within thirty (30) days promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's Confidential Information; ; and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party Provider may retain Customer Data and Resultant Data; (iii) Customer may retain Provider Materials, in the Disclosing Party's Confidential Information case of each of subclause in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iiiiv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials; (f) if Customer terminates this Agreement pursuant to Section 14.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services that Provider has not performed as of the effective date of termination; (g) if Provider terminates this Agreement under Section 10.3(apursuant to Sections 14.3(a) or Section 10.3(b) 14.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon the expiration of this ----------------------------------- Agreement or any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreementthe following shall apply: (aA) all rights, licences, consents, and authorizations granted by either Party Netcentives will credit the Consumer Accounts of Consumers for which CoolSavings has requested an award of Points prior to the other hereunder will immediately terminateeffective date of termination or expiration; (bB) Provider shall immediately cease all use of any Customer Data Unless Section 5.5 or Customer's Confidential Information and: (i) within thirty (30) days return to Customer, or at Customer's written request destroy5.6 applies, all documents Points held in Consumer Accounts shall expire, and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations under this terms of Section 10.4(b) do not 4.7 will apply to any Resultant DataBreakage resulting from such expiration (C) CoolSavings will shut down any Promotions, and no Points other than those earned prior to the effective date of expiration or termination will be distributed to Consumer Accounts; (cD) Customer shall immediately cease all use Netcentives will no longer be obligated to make any sales of any Services or Provider Materials and: (i) within thirty (30) days return Points to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. or based on any Provider Materials or Provider's Confidential InformationCoolSavings; (iiE) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly Netcentives will refund any monies owing to CoolSavings pursuant to Section 4.4B or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as otherwise required by applicable Law; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, security, and other applicable requirements terms of this Agreement; (eF) Provider may disable Subject to Section 5.5(A) below, all Customer license grants pursuant to Section 2 and Authorized User access to the Hosted Services and Provider MaterialsSection 6.4 shall immediately terminate; (fG) if Provider terminates this Agreement under Subject to Section 10.3(a5.6(C)(ii) below, each party shall return or, at the disclosing party's request, destroy the Confidential Information of the other party; (H) At CoolSavings' request and subject to payment of the applicable fees set forth in Exhibit D3, any Member Data not previously provided to ---------- CoolSavings pursuant to Section 3.8 shall be transferred to CoolSavings in the format last used pursuant to Section 3.8 or Section 10.3(bsuch other mutually agreed to format; and (I) all Fees that would have become payable had Sections 1 (Definitions), 2.4 (Ownership of Technology), 3.3(F) (Manual), 5.4 (Effect of Termination or Expiration), 5.5 (Extended Service Period), 5.6 (Transfer to a New Program), 6.1 (Confidential Information), 6.4(C) (Ownership), 7.2 through 7.13 (Miscellaneous), and any payment obligations accrued as of the Agreement remained in effect until effective date of expiration or termination, shall survive termination or expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice thereforthis Agreement.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate; (b) Provider shall we agree to immediately cease all use of any Customer Data or Customer's your Confidential Information and: and (i) within thirty (30) days promptly return to Customeryou, or at Customer's your written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's your Confidential Information; and and (ii) subject to Section 14.5, permanently erase all Customer Data and Customer's your Confidential Information from the Provider Systems, all systems we directly or indirectly control; provided that, for clarity, Provider's our obligations under this Section 10.4(b14.4(b) do not apply to any Resultant Data; (c) Customer shall you agree to immediately cease all use of any Services or Provider Materials and: and (i) within thirty (30) days promptly return to Providerus, or at Provider's our written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider Materials or Provider's our Confidential Information; , and (ii) permanently erase all Provider Materials and Provider's our Confidential Information from all computer systems that Customer you directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c)control; (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information Information; (ii) we may retain Customer Data; and (iii) you may retain Provider Materials, in the case of each of subclause (i), (ii) and (iii), in its then current state and solely to the extent and for so long as required by applicable Law; ; (iiiv) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider we may also retain Customer Data in its our backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary coursecourse pursuant to Section 14.5; and and (ivv) all information and materials described in this Section 10.4(d14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (e) Provider we may disable all Customer and your Authorized User User’s access to the Hosted Services and the Provider Materials; (f) if Provider terminates you terminate this Agreement under pursuant to Section 10.3(a14.3(b), you will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and we will: (i) refund to you Fees paid in advance for Services that we have not performed as of the effective date of termination; and (ii) pay to you any unpaid Service Credits to which you may be entitled; and (g) if we terminate this Agreement pursuant to Section 14.3(a) or Section 10.3(b) 14.3(b), all undisputed Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall you agree to pay such Fees, together with all previously previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's our invoice therefor.

Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenceslicenses, consents, and authorizations granted by either Party party to the other hereunder will immediately terminate; (b) Provider OriTrust shall immediately cease all use of any Customer Data or Customer's ’s Confidential Information and: (i) within thirty (30) days and promptly return to Customer, or at Customer's ’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's ’s Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations (except as otherwise prohibited under this Section 10.4(b) do not apply to any Resultant Dataapplicable law); (c) Customer shall immediately cease all use of any Services or Provider OriTrust Materials and: and (i) within thirty (30) days promptly return to ProviderOriTrust, or at Provider's OriTrust’s written request destroy, all documents and tangible materials containing, reflecting, incorporating. , or based on any Provider OriTrust Materials or Provider's OriTrust’s Confidential Information; ; and (ii) permanently erase all Provider OriTrust Materials and Provider's OriTrust’s Confidential Information from all computer systems that Customer directly or indirectly controls; and and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider OriTrust in a statutory declaration of a senior officer of Customer signed written instrument that it has complied with the requirements of this Section 10.4(c13.2(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: : (i) the Receiving Party may retain the Disclosing Party's ’s Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; ; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider OriTrust may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and and (ivv) all information and materials described in this Section 10.4(d13.2(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;; and (e) Provider OriTrust may disable all Customer and Authorized User access to the Hosted Services and Provider OriTrust Materials; (f) if Provider terminates this Agreement under Section 10.3(a) or Section 10.3(b) all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor.

Effect of Termination or Expiration. Upon any termination or expiration or termination of this Agreement, except as expressly otherwise provided in neither Service Provider nor Crescent will have any further obligations under this Agreement, or in the case of termination or expiration of a Statement of Work, under that Statement of Work, except that: (a) Service Provider will terminate all rightsaffected Services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by Crescent and, licencesif requested, consentswill work with Crescent to transition the relevant Services to Crescent or its designee, and authorizations granted by either Party to unless Crescent specifies in the other hereunder will immediately terminatenotice of termination that Services in progress should be completed; (b) Service Provider shall immediately cease will deliver to Crescent all use of any Customer Data Deliverables developed through termination or Customer's Confidential Information and: (i) within thirty (30) days return expiration and will deliver to CustomerCrescent, or at Customer's written request destroyCrescent’s option, all documents and tangible materials containingdispose of, reflecting, incorporating, any Materials in its possession or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Datacontrol; (c) Customer shall immediately cease all use of Crescent will pay Service Provider any Services or Provider Materials and: (i) within thirty (30) days return to monies due and owing Service Provider, up to the time of termination or at Provider's written request destroyexpiration, for Services properly performed and all documents and tangible materials containing, reflecting, incorporating. or based on any Provider Materials or Provider's Confidential Information; authorized expenses actually incurred (ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and (iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider as specified in a statutory declaration the applicable Statement of a senior officer of Customer that it has complied with the requirements of this Section 10.4(cWork); (d) notwithstanding anything to the contrary Service Provider will [***] refund any monies paid in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and advance by Crescent for so long as required by applicable Law; (ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this AgreementServices not rendered; (e) Provider may disable except where continued storage is required by EU or Member State (see Section 7.2) law, each party will, consistent with other party’s written instructions, return or safely destroy all Customer Personal Data (see Section 7.2) that each party obtained in connection with performing the Services, including all originals and Authorized User access to copies of such Personal Data in any medium, and any materials derived from or incorporating such Personal Data. Each party will [***] notify the Hosted Services and Provider Materialsother party in writing once all such information has been returned or destroyed (as applicable in accordance with other party’s written instructions); (f) if Provider terminates each Recipient will [***] return to the Discloser all of Discloser’s Confidential Information (including all copies) provided to Recipient under this Agreement or under Section 10.3(aany Statement of Work which has been terminated or has expired, except for one (1) or Section 10.3(b) all Fees that would have become payable had the Agreement remained in effect until expiration copy which Recipient may retain solely to monitor Recipient’s surviving obligations of the Term will become immediately due confidentiality and payablenon-use, and Customer in the case of Crescent, to exercise all surviving rights of Crescent under this Agreement; and (g) In the event a Study is terminated without cause, Service Provider shall pay such Feesbe paid for all Services rendered through the effective date of termination, together with all previously any additional expenses incurred in connection with the shutdown of the Study including without limitation any irrevocably committed costs reasonably incurred, together with the applicable termination fee set forth in the Statement of Work. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. (h) Upon termination, neither party will have any further obligations under this Agreement, except that (i) the liabilities accrued but not yet paid Fees through the date of termination and Reimbursable Expenses(ii) the obligations which by their terms survive termination, on receipt including the applicable confidentiality, record keeping, regulatory compliance, intellectual property and indemnification provisions of Provider's invoice thereforthis Agreement, shall survive termination.