Common use of Rights and Obligations of the Parties on Termination Clause in Contracts

Rights and Obligations of the Parties on Termination. Upon the expiration or earlier rightful termination of this Agreement, the provisions of this Agreement shall continue to apply and be enforceable to allow for the orderly runoff of all NMS Accounts and End Users, on a NMS Account basis, until the next annual anniversary or renewal date of such NMS Account's contract with NMS occurring immediately after the expiration or termination of this Agreement but not to exceed twelve (12) months from the effective date of expiration or termination. Upon the expiration or earlier rightful termination of this Agreement: (i) at the end of the last runoff period, NMS shall forthwith return to Healtheon all papers, materials, and other properties of Healtheon then in its possession or under its control, including but not limited to any elements of the System, the related documentation and any Intellectual Property, including any copies which have been distributed to any third parties; (ii) at the end of each applicable runoff period, Healtheon shall return to NMS all data (in such format and on such media as may be reasonably required by NMS) or other property of NMS, NMS Accounts, Employees or End Users relating to the foregoing, and shall thereafter delete or otherwise destroy any copies of such data and property, except to the extent such information is contained in Healtheon's backup systems, and (iii) thereafter each party shall furnish to the other party an affidavit signed by an officer of such party certifying that, to the best of his or her knowledge, such delivery or destruction has been fully effected. Notwithstanding the foregoing, Healtheon shall not be obligated to provide NMS Accounts access to and use of the Healtheon Service during the applicable runoff periods if NMS defaults on its material obligations under this Agreement and fails to cure such default within fifteen (15) days after such written notice thereof from Healtheon. This Agreement, and each Healtheon Service Agreement and all related End User License Agreements granted hereunder shall terminate upon the effective termination date of this Agreement or at the end of the applicable runoff period, whichever is later.