Common use of Term Termination and Consequences of Termination Clause in Contracts

Term Termination and Consequences of Termination. 12.1 This Agreement will take effect on the Effective Date and continue for the Initial Term and shall be automatically renewed for successive one year terms unless one party notifies the other party in writing at least thirty (30) days before the end of the then-current term, stating the party’s decision not to renew the Agreement, in which event this Agreement shall terminate when all Services and Deliverables agreed under this Agreement prior to such termination notice have been provided and Client has paid the Fees due in respect of such Services and Deliverables. 12.2 Without prejudice to its other rights and remedies, either Party may terminate the Agreement, or any Service, with immediate effect by written notice to the other if: (i) the other Party is in material breach of the Agreement or its obligations in relation to a particular Service and either that breach is incapable of remedy or the Party in breach has failed to remedy the breach within thirty (30) days after receiving written notice requiring it to so remedy; (ii) the other party enters into a composition with its creditors; (iii) a court order is made for the winding up of the other party; (iv) an effective resolution is passed for the winding up of the company (other than for the purposes of amalgamation or reconstruction); or (v) the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it; or (vi) the other Party is unable to pay its debts as they fall due or its assets are worth less than its liabilities on a balance sheet basis. 12.3 Clarivate may terminate all or any part the Agreement or the provision of any particular Product or Service, at its discretion, with immediate effect if any organisation which is a competitor of Clarivate acquires Control of Client 12.4 If at any time Clarivate for any reason decides to cease general provision of a Product or Service, Clarivate may cancel that Product or Service by providing not less than ninety (90) days’ written notice to Client. 12.5 UPON TERMINATION UNDER CLAUSE 12.3 OR 12.4, IF CLIENT HAS PRE-PAID ANY FEES FOR THE RECEIPT OF THE TERMINATED PRODUCT OR SERVICE IN RESPECT OF ANY PERIOD FOLLOWING THE TERMINATION DATE, CLARIVATE’S SOLE LIABILITY TO CLIENT IN RESPECT OF SUCH TERMINATION SHALL BE TO REFUND THE FEES ALLOCABLE TO THAT PRODUCT OR SERVICE FOR THE PERIOD FOLLOWING TERMINATION. 12.6 This Clause 12 and clauses 1, 4, 6, 7, 9, 10, 11, and 13 will survive termination or expiration of this Agreement for any reason. 12.7 Termination of this Agreement or cancellation of a Service or Deliverable will not affect any right accrued up to the date of expiry, termination or cancellation.

Term Termination and Consequences of Termination. 12.1 18.1 This Agreement will take effect shall commence on the Effective Date and continue shall remain in force and effect for a period of one (1) year (hereinafter, the “Initial Term”). This Agreement shall automatically be renewed for additional periods of one (1) year each (each a “Renewal Term” and together with Initial Term and shall be automatically renewed for successive one year terms the “Term”), unless one party notifies the other party in writing either Party requests termination upon prior written notice of such termination at least thirty (30) 30 days before prior to the end of the then-current term, stating the party’s decision not to renew the Agreement, in which event this Agreement shall terminate when all Services and Deliverables agreed under this Agreement prior to such termination notice have been provided and Client has paid the Fees due in respect of such Services and Deliverables. 12.2 Without prejudice to its 18.2 Notwithstanding any other rights and remediesprovision in this Agreement, either Party may terminate the Agreement, or any Service, with immediate effect by written notice to served on the other ifParty terminate this Agreement immediately without the other Party having any claim and/or demand in connection therewith, in the event of one of the following: (ia) if the other Party is in material breach (including persistent breach), of any of the Agreement or its obligations in relation to a particular Service and either that terms of this Agreement, and, where the breach is incapable capable of remedy or remedy, the other Party in breach has failed fails to remedy the such breach within thirty (30) days after receiving days’ service of a written notice notice, specifying the breach and requiring it to so remedybe remedied; (iib) notwithstanding the above, in addition to any other remedies it may have, either party may also terminate this Agreement with immediate effect on giving notice to the other Party if the other party enters into a composition with materially breaches any of its creditors; obligations under this Agreement, including the obligations relating to Restrictions (iii) a court order is made for the winding up of the other party; Clause 7), Intellectual Property Rights (iv) an effective resolution is passed for the winding up of the company Clause 14), and Confidentiality (other than for the purposes of amalgamation or reconstructionClause 16); or (vc) the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it; or (vi) if the other Party is unable shall become insolvent, cease doing business as a going concern, make an assignment, composition or arrangement for the benefit of its creditors, or admits in writing its inability to pay its debts as they fall due debts, or its assets if proceedings are worth less instituted by or against it in bankruptcy, under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (otherwise than its liabilities on in the course of a balance sheet basissolvent reorganization or restructuring approved by the other Party to this Agreement), provided that such proceedings are not dismissed within sixty (60) days. 12.3 Clarivate may terminate all or any part 18.3 In the event of expiration and/or termination of this Agreement or the provision of any particular Product or Service, at its discretion, with immediate effect if any organisation which is a competitor of Clarivate acquires Control of Client 12.4 If at any time Clarivate for any reason decides whatsoever, the following provisions shall apply: (a) the License granted to Customer shall immediately expire and Company shall immediately cease general provision of a providing the Product or and/or Services; (b) Company shall be entitled to block any access by Customer and/or any Authorized User to the Service and cancel all accounts opened for the Customer and the Authorized Users; and (c) Customer shall immediately cease, and ensure that all Authorized Users immediately cease, all use of, and access to, the Service, Clarivate may cancel that Product or Service by providing not less than ninety (90) days’ written notice to Client. 12.5 UPON TERMINATION UNDER CLAUSE 12.3 OR 12.418.4 Any sums paid by Customer until the date of termination are non-refundable, IF CLIENT HAS PRE-PAID ANY FEES FOR THE RECEIPT OF THE TERMINATED PRODUCT OR SERVICE IN RESPECT OF ANY PERIOD FOLLOWING THE TERMINATION DATECustomer shall not be relieved of his duty to pay in full the amounts due to be paid thereby prior to the date of termination, CLARIVATE’S SOLE LIABILITY TO CLIENT IN RESPECT OF SUCH TERMINATION SHALL BE TO REFUND THE FEES ALLOCABLE TO THAT PRODUCT OR SERVICE FOR THE PERIOD FOLLOWING TERMINATIONand such termination shall not derogate or jeopardize any other right and/or remedy vested in any of the Parties. 12.6 This Clause 12 and clauses 118.5 It is clarified that, 4, 6, 7, 9, 10, 11, and 13 will survive upon termination or and/or expiration of this Agreement for any reason. 12.7 Termination reason whatsoever, any provision herein which by nature is intended to survive the termination and/or expiration of the Agreement as aforesaid, including Clauses 7, 10, 13, 14, 15, 16, 17, 18, 19, 20, 25 and 33, shall survive the termination of this Agreement and remain in effect. 18.6 For the avoidance of doubt, it is clarified, that the termination of this Agreement shall not grant either Party the right to compensation or cancellation of a Service or Deliverable will not affect any right accrued up to other payment from the date of expiryother Party, termination or cancellationexcept as explicitly set out in this Agreement.