Term Termination and Survival Clause Samples
The 'Term, Termination and Survival' clause defines the duration of the agreement, the conditions under which it can be ended by either party, and which obligations continue after termination. Typically, it specifies a start and end date for the contract, outlines events or breaches that allow for early termination, and lists provisions—such as confidentiality or indemnification—that remain in effect even after the agreement ends. This clause ensures both parties understand when their obligations begin and end, provides mechanisms for ending the relationship if necessary, and clarifies which responsibilities persist to protect ongoing interests.
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Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3.
9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to ▇▇▇ upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”):
(a) ▇▇▇ fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after ▇▇▇’s receipt of written notice of nonpayment;
(b) ▇▇▇ fails to timely achieve, complete, or pass any of the ▇▇▇ Caravan STC Milestone Requirements by the applicable ▇▇▇ Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable ▇▇▇ Completion Dates shall be equitably adjusted to the extent ▇▇▇ is not able to achieve, complete or pass any ▇▇▇ Caravan STC Milestone Requirement or such ▇▇▇ Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding ▇▇▇ Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Forc...
Term Termination and Survival. This Agreement shall become effective when signed below and shall continue in effect until terminated. Either Party may terminate this Agreement at-will with thirty (30) day’s written notice to the other Party. Termination shall not relieve the Parties from any debt or liability incurred hereunder while the Agreement was active; and all terms and conditions of this Agreement intended to protect the Parties and their records and regulate disputes, grievances or complaints between them shall survive any termination.
Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not b...
Term Termination and Survival. The term of this Agreement shall commence upon the agreeing to the terms of this Agreement and shall remain in effect until terminated by any party hereto for any reason whatsoever.
3.8.1 With the exception of TURSS's obligation to provide Services under this Agreement, all provisions of this Agreement shall survive any such termination of this Agreement including, but not limited to, all restrictions on Subscriber's use of Services Information. Moreover, any such termination shall not relieve Subscriber of any fees or other payments due to TURSS through the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination.
Term Termination and Survival. 5.1 The term of this Agreement begins on the “Effective Date” set forth on the “SMART MLS Information and Signature Page” below. Smart MLS has the right at any time and in its sole discretion without advance notice of any kind to terminate this Agreement and/or terminate Firms’ and/or Consultant’s access to the RETS Data.
5.2 Firm may terminate this Agreement by notice to Smart MLS and each Consultant.
5.3 This Agreement shall automatically terminate upon the termination of Firm’s privileges as a Participant in SMART MLS.
5.4 Within five (5) business days after termination of this Agreement, the receiving party shall return to Smart MLS all Proprietary Property, Smart MLS confidential information and any other materials provided by Smart MLS to the receiving party. The receiving party shall also erase, delete, shred or destroy any Proprietary Property or Smart MLS confidential information which is has stored on magnetic media or other computer storage systems, including onsite and/or offsite backup systems. Upon Smart MLS’ request, a duly authorized representative of the receiving party shall certify to Smart MLS, in writing, that all Proprietary Property, Smart MLS confidential information and any other materials provided by Smart MLS to the receiving party have either been returned to Smart MLS and/or erased, deleted, shredded or destroyed.
5.5 All provisions of this Agreement relating to Proprietary Property shall survive the termination of this Agreement.
Term Termination and Survival. (a) This Agreement commences on the Effective Date and expires at the end of the Funding Period, (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. The Term of the Agreement may be extended by the IESO, acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the NRCAN-IESO Collaborative Energy Manager Program remains available.
(b) The Funding Period commences as of the employment start date of the Energy Manager and expires on the date which is 12 months thereafter, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the Funding Period, the IESO, acting in its sole and absolute discretion, may extend funding to the Participant for an additional 12-month Funding Period, or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the NRCAn-IESO Collaborative Energy Manager Program remains available, and subject to the expiration or termination of this Agreement.
(c) For certainty, after the Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date. In the case of early termination, the Participant shall promptly inform the IESO of the Costs of Hiring incurred to the effective date of termination and the IESO shall conduct a reconciliation in accordance with Section 2(c)(v).
(d) The IESO may terminate this Agreement or the Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occurs:
(i) the Participant fails to have an Energy Manager in place for a period of sixty (60) calendar days;
(ii) the Participant fails to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure;
(iii) the Participant fails to undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target for the Funding Period of this Agreement; or
(iv) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency...
Term Termination and Survival. 4.1 The term of this Agreement is for a period of three (3) years from the Effective Date, subject to earlier termination as set forth below.
4.2 Either Party may terminate this Agreement at any time upon delivery of 30 calendar days’ advanced written notice to the other Party.
4.3 Subject to the provision immediately below, either Party may terminate this Agreement immediately, upon delivery of written notice, upon the occurrence of a material breach of this Agreement by the other Party; provided, that the Party alleged to have materially breached any provision of this Agreement shall have thirty (30) calendar days following delivery of notice hereunder to cure such breach and shall have failed within such thirty (30) day period to cure such breach. Notice hereunder shall describe in reasonable detail of the conditions of the alleged breach.
4.4 Upon expiration or termination of this Agreement, the license granted hereunder will immediately and concurrently terminate therewith. Termination of this Agreement shall not otherwise affect the accrued rights, remedies, obligations or liabilities of the Parties as set forth in this Agreement; provided however, that any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
4.5 Upon expiration or termination of this Agreement, each Party shall, as reasonably soon as practicable, (a) return, destroy or permanently erase (as directed in writing by the other Party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other Party containing, reflecting, incorporating or based on Confidential Information belonging to the other Party. If required by the other Party, it shall provide written evidence (in the form of a letter signed by an authorized signatory of the company) no later than fourteen (14) days after termination of this Agreement that these have been destroyed and that it has not retained any copies of them; and (b) return all of the other Party’s equipment and materials, failing which, the other Party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the Party in possession shall be solely responsible for their safe-keeping.
4.6 Notwithstanding its obligations under this Section 4, if a Party is required by any law, regulation, or government or regulatory body to retain any documents o...
Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to this Section 3. Either Party may terminate this Agreement at any time without cause, effective upon written notice to the other Party, and without liability except for required payment for services rendered prior to the termination date.
Term Termination and Survival. Unless otherwise extended or renewed by the mutual written agreement of the Parties, the Scope of Work contemplated herein shall be completed by, and this Agreement shall end upon, Insert End Date. This Agreement may be terminated as follows: at any time upon the written mutual consent of the parties; by either party for failure of the other party to cure a breach of this Agreement within ten (10) days after having received written notice of the breach; or by MSU for any reason upon thirty (30) days prior written notice to Sponsor. , Provisions which survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, and others which by their nature are intended to survive. MSU shall not be liable for any failure to perform as required by the Agreement, to the extent such failure to perform is caused by any reason beyond MSU’s control, or by reason of any of the following: Labor disturbances or disputes of any kind, accidents, failure of any required governmental approval, civil disorders, acts of aggression, acts of God, energy or other conservation measures, failure of utilities, mechanical shutdowns, material shortages; government or court orders, guidelines, regulations, or actions related to communicable diseases, epidemics, pandemics, or other dangers to public or similar occurrences.
Term Termination and Survival. 7.1. Unless terminated earlier under the subsequent paragraph, this Agreement shall remain in effect until December 31, 2017.
7.2. California American Water may terminate this agreement at its convenience by providing the MPWMD written notice, in the manner specified in Section 10, 30 calendar days prior to the proposed termination date.
7.3. The MPWMD may terminate this agreement at its convenience by providing the California American Water written notice, in the manner specified in Section 10, 90 calendar days prior to the proposed termination date such that California American Water can arrange for alternate performance.
7.4. Any obligation for one party to indemnify another shall survive the termination of this Agreement.
7.5. The obligations under Section 5 shall remain in effect until the expiration of the time California American Water is required to preserve records regarding any aspect of this transaction pursuant to Resolution A-4691 of the California Public Utilities Commission dated July 12, 1977.