Common use of Term, termination and exit Clause in Contracts

Term, termination and exit. 14.1 Unless terminated by either Party in accordance with the terms and conditions of this Contract, this Contract will commence on the Effective Date and will continue for the term set out in Schedule 1 ("the Initial Term"). This Contract shall continue after the Initial Term unless and until terminated by either Party giving not less than 3 months prior written notice to the other, such notice to expire at the end of the Initial Term or at any point thereafter ("the Extended Term"). 14.2 Without prejudice to the rights and remedies of the Contractor and any Customer, either the Customer or the Contractor may terminate this Contract immediately by giving the other Party written notice: 14.2.1 in the event of a material breach by the other Party which is incapable of remedy; 14.2.2 in the event of a material breach by the other Party which is capable of remedy but which the other Party fails to remedy within 20 Business Days of having been notified of such breach; or 14.2.3 if the other Party has a receiver, administrative receiver, administrator or other similar officer appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business or is unable to pay its debts or is deemed by section 123 of the Insolvency ▇▇▇ ▇▇▇▇ to be unable to pay its debts, or undergoes or is subject to any analogous acts or proceedings under any foreign law. 14.3 The Customer may terminate this Contract in accordance with paragraph 1.2 of Appendix 4 to this Contract. 14.4 Termination of this Contract will be without prejudice to the Parties' accrued rights and obligations. 14.5 On termination or expiry of this Contract, the Parties shall perform any and all termination and/or exit obligations set out in Schedule 1. In particular, the Contractor shall ensure that all Data is returned to the Customer or, at the Customer's election, securely destroyed in accordance with Good Industry Practice and shall perform the exit services described in Schedule 1. Unless otherwise stated in Schedule 1, each Party shall perform its post termination obligations at its own cost and expense. 14.6 Clauses 1 (Definitions), 3 (Intellectual Property Rights), 8 (Confidentiality), 12 (Liability); 13 (Insurance), 14.3 to 14.6 (Termination), 15 (Audit), 16 (Severability), 18 (Third Party Rights), 19 (Counterparts), 20 (No Partnership), 21 (Assignment), 23 (No Waiver), 24 (Notices), 25 (Entire Agreement), 26 (Dispute Resolution), 27 (Variation) and 28 (Governing Law) of this Contract will continue notwithstanding termination of this Contract. 14.7 In addition to any particular exit services identified in Schedule 1, the Contractor shall develop and prepare a draft high level exit plan (the "Exit Plan") no later than 1 month following the Effective Date for review and approval by the Customer. 14.8 The Parties shall review the Exit Plan annually throughout the Term. The Contractor shall, where required, prepare drafts of updates and amendments to the Exit Plan for approval by the Parties following such reviews. 14.9 Within 10 Business Days of sending or receiving notice of termination in respect of all or part of this Agreement, the Parties shall meet and use all reasonable endeavours to agree the contents of revisions to the Exit Plan required at the date of termination. The Contractor shall implement the Exit Plan at the relevant time.

Term, termination and exit. 14.1 Unless terminated by either Party in accordance with the terms and conditions of this Contract, this Contract will commence on the Effective Date and will continue for the term set out in Schedule 1 ("the Initial Term"). This Contract shall continue after the Initial Term unless and until terminated by either Party giving not less than 3 months prior written notice to the other, such notice to expire at the end of the Initial Term or at any point thereafter ("the Extended Term"). 14.2 . Without prejudice to the rights and remedies of the Contractor and any Customer, either the Customer or the Contractor may terminate this Contract immediately by giving the other Party written notice: 14.2.1 : in the event of a material breach by the other Party which is incapable of remedy; 14.2.2 ; in the event of a material breach by the other Party which is capable of remedy but which the other Party fails to remedy within 20 Business Days of having been notified of such breach; or 14.2.3 or if the other Party has a receiver, administrative receiver, administrator or other similar officer appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business or is unable to pay its debts or is deemed by section 123 of the Insolvency ▇▇▇ ▇▇▇▇ to be unable to pay its debts, or undergoes or is subject to any analogous acts or proceedings under any foreign law. 14.3 . The Customer may terminate this Contract in accordance with paragraph 1.2 of Appendix 4 to this Contract. 14.4 . Termination of this Contract will be without prejudice to the Parties' accrued rights and obligations. 14.5 . On termination or expiry of this Contract, the Parties shall perform any and all termination and/or exit obligations set out in Schedule 1. In particular, the Contractor shall ensure that all Data is returned to the Customer or, at the Customer's election, securely destroyed in accordance with Good Industry Practice and shall perform the exit services described in Schedule 1. Unless otherwise stated in Schedule 1, each Party shall perform its post termination obligations at its own cost and expense. 14.6 . Clauses 1 (Definitions), 3 (Intellectual Property Rights), 8 (Confidentiality), 12 (Liability); 13 (Insurance), 14.3 to 14.6 (Termination), 15 (Audit), 16 (Severability), 18 (Third Party Rights), 19 (Counterparts), 20 (No Partnership), 21 (Assignment), 23 (No Waiver), 24 (Notices), 25 (Entire Agreement), 26 (Dispute Resolution), 27 (Variation) and 28 (Governing Law) of this Contract will continue notwithstanding termination of this Contract. 14.7 . In addition to any particular exit services identified in Schedule 1, the Contractor shall develop and prepare a draft high level exit plan (the "Exit Plan") no later than 1 month following the Effective Date for review and approval by the Customer. 14.8 . The Parties shall review the Exit Plan annually throughout the Term. The Contractor shall, where required, prepare drafts of updates and amendments to the Exit Plan for approval by the Parties following such reviews. 14.9 . Within 10 Business Days of sending or receiving notice of termination in respect of all or part of this Agreement, the Parties shall meet and use all reasonable endeavours to agree the contents of revisions to the Exit Plan required at the date of termination. The Contractor shall implement the Exit Plan at the relevant time. In addition to the rights contained at Clause 9.1.1(e), the Customer shall have the right during normal business hours and on reasonable notice to inspect and take copies of all relevant records and/or information, and/or to authorise agents or representatives appointed by the Customer to do so, in relation to any matter in connection with the Services or this Contract including: to assess the delivery of the Services in accordance with this Contract (including against the Milestones and the Service Levels); investigation of any fraudulent or negligent activity; to verify the calculation of the Prices. The Customer's right in Clause 15.1 shall continue in force for 1 year after termination or expiry of this Contract. The Customer shall use its reasonable endeavours to ensure that the conduct of an audit under this Clause 15 does not unreasonably disrupt the Contractor's business. The Contractor shall on demand provide the Customer (and/or its agents or representatives) with all reasonable co-operation and assistance in relation to each audit including without limitation all information requested by the Customer (and/or its agents or representatives) within the scope of the audit and access to the Contractor's personnel and/or the Contractor's systems and/or premises. Each Party shall bear its own costs of any audit provided that where audit shows that the Contractor has over-charged the Customer by more than 4%, the Contractor shall bear the Customer's costs of the audit and shall promptly reimburse the Customer the amount of such overpayment. If any agent or representative of the Customer is authorised to conduct an audit on behalf of the Customer, such agent or representative shall undertake in advance to the Contractor to keep all information obtained strictly confidential and not to use or disclose any such information except for the purpose of reporting the results of its audit to the Customer.