Common use of Subscription Term and Termination Clause in Contracts

Subscription Term and Termination. Subject to Customer’s compliance with the terms and conditions of the Agreement, this Agreement will be in effect for as long as Customer is licensed to use any Product pursuant to an active Order Form (the “Subscription Term”). In addition to any termination rights set forth elsewhere herein, each party will have the right to terminate the Agreement if the other party breaches any material term of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Each party has the right to terminate the Agreement immediately upon notice if the other party becomes the subject of a petition in bankruptcy or similar legal proceeding arising from its insolvency, receivership or assignment for the benefit of creditors, provided that the underlying case is not dismissed within sixty (60) days. An Order Form term shall automatically be extended for consecutive additional Order Form terms of one (1) year, unless a party delivers, at least sixty (60) days before the expiration of the Order Form term, written notice to the other party of its intent not to renew or extend the Subscription Term. Each party will have the right to terminate an individual Order Form if the other party breaches any material term of such Order Form and fails to cure such breach within thirty (30) days after written notice thereof. For the avoidance of doubt, termination of an Order Form (or any discrete Products within an Order Form) shall not affect any other Products that Customer has purchased under the same or any other Order Form(s). Customer shall be liable for payment of all Fees, costs and expenses up to the effective date of termination (for Illumio’s uncured material breach) for (a) any completed, partially completed or scheduled Professional Services; (b) any reasonable committed costs or expenses;

Subscription Term and Termination. Subject to Customer’s compliance with the terms and conditions of the Agreement, this Agreement will be in effect for as long as Customer is licensed to use any Product pursuant to an active Order Form (the “Subscription Term”). In addition to any termination rights set forth elsewhere herein, each party will have the right to terminate the Agreement if the other party breaches any material term of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Each party has the right to terminate the Agreement immediately upon notice if the other party becomes the subject of a petition in bankruptcy or similar legal proceeding arising from its insolvency, receivership or assignment for the benefit of creditors, provided that the underlying case is not dismissed within sixty (60) days. An Order Form term shall automatically be extended for consecutive additional Order Form terms of one (1) year, unless a party delivers, at least sixty (60) days before the expiration of the Order Form term, written notice to the other party of its intent not to renew or extend the Subscription Term. Each party will have the right to terminate an individual Order Form if the other party breaches any material term of such Order Form and fails to cure such breach within thirty (30) days after written notice thereof. For the avoidance of doubt, termination of an Order Form (or any discrete Products within an Order Form) shall not affect any other Products that Customer has purchased under the same or any other Order Form(s). Customer shall be liable for payment of all Fees, costs and expenses up to the effective date of termination (for Illumio’s uncured material breach) for (a) any completed, partially completed or scheduled Professional Services; (b) any reasonable committed costs or expenses;; (c) any non-refundable travel costs including visa costs and related expenses. Upon termination of any Order Form or part thereof before end of the Subscription Term due to Illumio’s uncured material breach, Illumio will, within thirty (30) days of the effective date of termination, provide Customer a pro-rata refund of prepaid subscription Fees for the remainder of the Subscription Term after the effective date of termination. Upon any termination or expiration of this Agreement for any reason, all licenses granted to Customer in this Agreement and in all Order Forms will terminate immediately and: (i) Customer will (1) immediately cease use of the Products and (2) promptly return to Illumio the On-Premises Software and Documentation and all copies and portions thereof, in all forms and types of media; and (ii) Customer will provide Illumio with an officer’s written certification, certifying to Customer’s compliance with the foregoing. The rights and obligations of Illumio and Customer contained in Sections 3 (Fees), 4 (Customer Success and Compliance), 5 (Ownership of Illumio Intellectual Property), 8 (Confidentiality), 10 (Indemnification), 12 (Exclusion of Damages; Limitation of Liability), 13 (Data Processing), 14 (Subscription Term and Termination), 15 (Affiliates), 16 (Miscellaneous) and 17 (Definitions) will survive the expiration or termination of this Agreement.