Common use of Term and Termination of Services Clause in Contracts

Term and Termination of Services. 3.1 All rights of termination under this clause are subject to the provisions of Clauses 22 and 23 of this Schedule 2. 3.2 On termination of an Order(s) (or the entire Agreement) for any reason then the provisions of Clause 23 of this Schedule 2 shall apply. Termination of Licence 3.3 A breach of Clause 5 of Schedule 1 or Clause 7 of Schedule 2 by the Customer shall entitle the Supplier immediately to terminate the Agreement for material breach under Clause 22 of Schedule 2. 3.4 Upon expiry of the Initial Licence Period, the Licence shall automatically be extended on an annual basis for further periods of one year, subject to payment of the On-going Licence Fee, unless either party gives the other three months prior written notice of non- renewal in accordance with Clause 28 of Schedule 2, such notice to expire on the last day of the Initial Licence Period or on an annual anniversary thereof. 3.5 Subject to Clause 23 of this Schedule 2, any termination of the Licence in accordance with this Clause 2 will result in the automatic termination of the applicable Order in its entirety, effective from the following periods: (a) expiring on the last day of the Initial Licence Period or the applicable Extended Licence Period (as the case may be) if terminated under Clause 2.4; and (b) immediately if terminated under Clause 2.3. Termination of the Managed Cloud Services 3.6 Following expiry of the Initial Managed Cloud Services Period, the Managed Cloud Services Period shall be automatically extended on an annual basis for further periods of one year, subject to payment of the On-going Managed Cloud Services Fee, unless the Customer gives to the Supplier three months written notice in accordance with the provisions of Clause 28, such notice to expire on the last day of the Initial Managed Cloud Services Period or an annual anniversary thereof. 3.7 Termination of the Managed Cloud Services for any reason will result in the Supplier being unable to provide access to the Customer Solution to End Users and to the Software Product to Authorised Users and therefore on termination of the Managed Cloud Services the applicable Order in its entirety shall terminate with immediate effect, unless otherwise agreed to by the Supplier in writing. Termination of the Support and Maintenance Services 3.8 Following expiry of the Initial Support Period, the Support and Maintenance Services shall be automatically extended on an annual basis for further periods of one year, subject to payment of the On-going Support Fee, unless the Customer gives to the

Term and Termination of Services. 3.1 2.1 All rights of termination under this clause are subject to the provisions of Clauses 22 and 23 of this Schedule 2. 3.2 2.2 On termination of an Order(s) (or the entire Agreement) for any reason then the provisions of Clause 23 of this Schedule 2 shall apply. Termination of Licence 3.3 2.3 A breach of Clause 5 of Schedule 1 or Clause 7 of Schedule 2 by the Customer shall entitle the Supplier immediately to terminate the Agreement for material breach under Clause 22 of Schedule 2. 3.4 2.4 Upon expiry of the Initial Licence Period, the Licence shall automatically be extended on an annual basis for further periods of one year, subject to payment of the On-going Licence Fee, unless either party gives the other three months prior written notice of non- renewal in accordance with Clause 28 of Schedule 2, such notice to expire on the last day of the Initial Licence Period or on an annual anniversary thereof. 3.5 2.5 Subject to Clause 23 of this Schedule 2, any termination of the Licence in accordance with this Clause 2 will result in the automatic termination of the applicable Order in its entirety, effective from the following periods: (a) expiring on the last day of the Initial Licence Period or the applicable Extended Licence Period (as the case may be) if terminated under Clause 2.4; and (b) immediately if terminated under Clause 2.3. Termination of the Managed Cloud Services 3.6 2.6 Following expiry of the Initial Managed Cloud Services Period, the Managed Cloud Services Period shall be automatically extended on an annual basis for further periods of one year, subject to payment of the On-going Managed Cloud Services Fee, unless the Customer gives to the Supplier three months written notice in accordance with the provisions of Clause 28, such notice to expire on the last day of the Initial Managed Cloud Services Period or an annual anniversary thereof., 3.7 2.7 Termination of the Managed Cloud Services for any reason will result in the Supplier being unable to provide access to the Software Product and/or the Customer Solution to End Users and to the Software Product and/or the Customer Solution to Authorised Users and therefore on termination of the Managed Cloud Services the applicable Order in its entirety shall terminate with immediate effect, unless otherwise agreed to by the Supplier in writing. Termination of the Support and Maintenance Services 3.8 2.8 Following expiry of the Initial Support Period, the Support and Maintenance Services shall be automatically extended on an annual basis for further periods of one year, subject to payment of the On-going Support Fee, unless the Customer gives to thethe Supplier three months written notice of non-renewal in accordance with the provisions of Clause 28, such notice to expire on the last day of the Initial Support Period or an annual anniversary thereof. 2.9 It is a condition of the Supplier providing the Licence and/or the Customer Solution and the Managed Cloud Services (if applicable) that the Customer continues to subscribe to the Support and Maintenance Services and therefore on termination of the Support and Maintenance Services the applicable Order in its entirety shall terminate with immediate effect, unless otherwise agreed to by the Supplier in writing.