Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

TERMINATION AND CONSEQUENCES OF TERMINATION. Either Party may immediately terminate this Agreement upon written notice if this other Party: materially breaches this Agreement, and such breach is incapable of cure, or, if the breach is capable of cure, fails to cure such breach within [NUMBER] days after receiving written notice of the breach; becomes insolvent or is generally unable to pay its debts as they become due; files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. The expiration or termination of this Agreement shall not affect any rights or obligations that: (i) are intended to survive such expiration or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all of the other Party’s Confidential Information from its computer systems, [except for copies that are: (i) required to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirements.

TERMINATION AND CONSEQUENCES OF TERMINATION. 13.1 Unless terminated under this clause 13, this Agreement shall commence on the Effective Date and continue until the final day of the Licence Term. 13.2 Either Party party may immediately terminate this Agreement upon written immediately (and in HERA’s case, also revoke the Software licence granted to the Customer) by providing notice to the other party if that other party: (a) breaches any material provision of this Agreement (including payment of Fees), and that breach is not remedied within 10 Working Days of the other Party: materially breaches party notifying it of the breach or the breach is not capable of being remedied; or (b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason. 13.3 Following termination or expiry of this Agreement: (a) neither party is released from liability for accrued obligations or any previous breach of this Agreement, and such breach is incapable shall be without prejudice to other rights and remedies as may be available, including but not limited to injunctive and other equitable remedies; (b) the Customer must pay Fees for the rights and services provided by HERA prior to the termination or expiry of curethis Agreement; (c) the Customer must immediately stop accessing, orutilising, if and referring to the breach is capable of cureSoftware, fails Documentation, and Software Output; and (d) the Receiving Party, at the other Disclosing Party’s discretion and request, return to cure such breach within [NUMBER] days after receiving written notice the Disclosing Party or destroy all Confidential Information of the breach; becomes insolvent Disclosing Party (including, in the case of the Customer, the Software and Documentation) in the Receiving Party’s possession or control except for Confidential Information that the Receiving Party is generally unable required to pay its debts as they become due; filesretain to meet their legal, regulatory, compliance or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, governance obligations and the obligations of confidentiality under this Agreement shall continue to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks apply to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. such retained Confidential Information. 13.4 The expiration or termination terms of this Agreement shall not affect any rights that are expressed to or obligations that: (i) by implication are intended to survive such expiration termination or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination expiry of this Agreement for any reasonAgreement, each Party including all payment obligations, ownership terms, confidentiality obligations, warranty disclaimers, indemnification obligations, exclusions and limitations of liability shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containingsurvive termination or expiry of this Agreement. 13.5 Unless ▇▇▇▇ agrees otherwise in writing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all expiry of the other PartySoftware Licence Term, the Customer must enter into HERA’s Confidential Information from its computer systems, [except then current software licence agreement and pay the then current software licence fees for copies that are: (i) required a new software licence term if the Customer intends to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon have continued use of the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirementsSoftware.