Common use of TERMINATION AND EXPIRY Clause in Contracts

TERMINATION AND EXPIRY. (a) Licensee may terminate this agreement by written notice to Airtopia, if Airtopia materially breaches this agreement and fails to rectify that breach within 30 Business Days of receiving a written notice to rectify the breach (or such longer reasonable period having regard to the nature of the breach) or if Airtopia becomes subject to an Insolvency Event. (b) Airtopia may terminate this agreement or suspend your access (or the access of any other End User) by written notice to you if: (i) you (or the Licensee or another End User) breaches a obligation under this agreement and fails to rectify that breach within 10 days of receiving a written notice from Airtopia; (ii) if the Licensee fails to pay any amount due to Airtopia under this agreement or in connection with any services relating to the Solution; (iii) you or the Licensee is subject to an Insolvency Event; (iv) an End User breaches clauses 11(a)(ii) to 11(a)(v), 11(a)(viii) or 11(a)(xii). (c) Where this agreement is terminated for Airtopia’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Airtopia is entitled to retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, the Licensee must pay any outstanding amounts owing to Airtopia including, except in the case of termination by the Licensee for Airtopia’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right to access Client Data after the Term under clause 15, you must cease using the Solution and destroy or return all copies of the Solution, Documentation or Airtopia’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Airtopia will permanently delete your Client Data. (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 11(b), 13, 14, 15, 16, 17, 19, 20, 21, 23, 24 and 25. A Party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A Party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants provided that they give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each Party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that Party's obligations under this clause. Accordingly, in addition to other remedies that may be available, a Discloser may seek urgent interlocutory relief to protect its rights and interest in its Confidential Information against any actual or potential breach of this clause by the Recipient, without proof of actual damages, in addition to any other remedy to which the Discloser would be entitled. You agree that Airtopia may make reasonable reference to the fact that Airtopia has (or does) provide services to you (including reasonable use of your trade ▇▇▇▇) in its marketing materials.

TERMINATION AND EXPIRY. (a) Licensee may terminate this agreement by written notice to AirtopiaLimePoint, if Airtopia LimePoint materially breaches this agreement and fails to rectify that breach within 30 Business Days of receiving a written notice to rectify the breach (or such longer reasonable period having regard to the nature of the breach) or if Airtopia LimePoint becomes subject to an Insolvency Event. (b) Airtopia LimePoint may terminate this agreement or suspend your access (or the access of any other End User) by written notice to you if: (i) you (or the Licensee or another an End User) User breaches a material obligation under this agreement and fails to rectify that breach within 10 days Business Days of receiving a written notice from AirtopiaLimePoint (the parties agree that a breach of clauses 10, 12 or 19 relating to the misuse, unauthorised copying or reverse engineering of the Products is a material breach for the purpose of this clause); (ii) if the Licensee fails to pay any amount due to Airtopia LimePoint under this agreement or in connection with any services relating to the SolutionProducts; (iii) you or the Licensee is subject to an Insolvency Event; (iv) an End User breaches clauses 11(a)(ii10(a)(ii) to 11(a)(v), 11(a)(viii10(a)(vi) Error! Reference source not found. or 11(a)(xii10(a)(xii). (c) Where this agreement is terminated for AirtopiaLimePoint’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Airtopia unless expressly set out otherwise in this agreement, LimePoint is entitled to retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, the Licensee must pay any outstanding amounts owing to Airtopia LimePoint including, except in the case of termination by the Licensee for AirtopiaLimePoint’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right to access Client Data after the Term under clause 1514, you must cease using the Solution Products and destroy or return all copies of the SolutionProducts, Documentation or AirtopiaLimePoint’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Airtopia LimePoint will permanently delete your Client Data. (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 11(b)1, 10, 12, 13, 14, 15, 16, 1718, 19, 20, 21, 22 and 23, 24 and 25. A Party party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A Party party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants provided that they give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each Party party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that Partyparty's obligations under this clause. Accordingly, in addition to other remedies that may be available, a Discloser may seek urgent interlocutory relief to protect its rights and interest in its Confidential Information against any actual or potential breach of this clause by the Recipient, without proof of actual damages, in addition to any other remedy to which the Discloser would be entitled. You Unless you as us not to, you agree that Airtopia LimePoint may make reasonable reference to the fact that Airtopia has (or does) provide services to you (including reasonable use of your trade ▇▇▇▇) as a customer in its marketing materials.

TERMINATION AND EXPIRY. (a) Licensee may terminate this agreement by written notice to AirtopiaLimePoint, if Airtopia LimePoint materially breaches this agreement and fails to rectify that breach within 30 Business Days of receiving a written notice to rectify the breach (or such longer reasonable period having regard to the nature of the breach) or if Airtopia LimePoint becomes subject to an Insolvency Event. (b) Airtopia LimePoint may terminate this agreement or suspend your access (or the access of any other End User) by written notice to you if: (i) you (or the Licensee or another an End User) User breaches a material obligation under this agreement and fails to rectify that breach within 10 days Business Days of receiving a written notice from AirtopiaLimePoint; (ii) if the Licensee fails to pay any amount due to Airtopia LimePoint under this agreement or in connection with any services relating to the SolutionSoftware; (iii) you or the Licensee is subject to an Insolvency Event; (iv) an End User breaches clauses 11(a)(ii) to 11(a)(v), 11(a)(viii) or 11(a)(xii). (c) Where this agreement is terminated for AirtopiaLimePoint’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Airtopia LimePoint is entitled to retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, the Licensee must pay any outstanding amounts owing to Airtopia LimePoint including, except in the case of termination by the Licensee for AirtopiaLimePoint’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right to access Client Data after the Term under clause 15, you must cease using the Solution Software and destroy or return all copies of the SolutionSoftware, Documentation or AirtopiaLimePoint’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Airtopia LimePoint will permanently delete your Client Data. (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 11(b)1, 13, 14, 15, 16, 17, 19, 20, 21, 23, 24 and 25. A Party party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A Party party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants provided that they give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each Party party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that Partyparty's obligations under this clause. Accordingly, in addition to other remedies that may be available, a Discloser may seek urgent interlocutory relief to protect its rights and interest in its Confidential Information against any actual or potential breach of this clause by the Recipient, without proof of actual damages, in addition to any other remedy to which the Discloser would be entitled. You agree that Airtopia LimePoint may make reasonable reference to the fact that Airtopia LimePoint has (or does) provide services to you (including reasonable use of your trade ▇▇▇▇) in its marketing materials.

TERMINATION AND EXPIRY. (a) A Licensee may terminate this agreement by written notice to Airtopia, Pongolabs: (i) if Airtopia Pongolabs materially breaches this agreement and fails to rectify that breach within 30 10 Business Days of receiving a written notice to rectify the breach breach (or such longer reasonable period having regard to the nature of the breachii) or if Airtopia Pongolabs becomes subject to an Insolvency Event. (iii) at any time after the Initial Term or during a Further Term by giving at least 90 days notice (b) Airtopia Pongolabs may terminate this agreement or suspend your access (or the access of any other End UserParticipant) by written notice to you if: (i) you (or the Licensee or another End User) a Participant breaches a material obligation under this agreement and fails to rectify that breach within 10 days Business Days of receiving a written notice from AirtopiaPongolabs; (ii) if the Licensee fails to pay any amount due to Airtopia Pongolabs under this agreement or in connection with any services relating to the SolutionSystem; (iii) you or the Licensee is subject to an Insolvency Event; (iv) an End User a Participant breaches clauses 11(a)(ii10(b) to 11(a)(v10(f), 11(a)(viii10(i) or 11(a)(xii10(m) (suspension only for these triggers). (c) Where this agreement is terminated for AirtopiaPongolabs’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Airtopia Pongolabs is entitled to retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, the Licensee must pay any outstanding amounts owing to Airtopia including, except in the case of termination by the Licensee for Airtopia’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right rights to access Client Data after the Term under clause 1513, you must cease using the Solution System and destroy or return all copies of the SolutionSystem, Documentation or AirtopiaPongolab’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Airtopia will permanently delete your Client Data.or (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 11(b), 1312, 14, 15, 1617, 1718, 19, 20, 20 and 21, 23, 24 and 25. A Party party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A Party party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants provided providing that they such parties give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each Party party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that Partyparty's obligations under this clause. Accordingly, in addition to other remedies that may be available, a Discloser may seek urgent interlocutory relief to protect its rights and interest in its Confidential Information against any actual or potential breach of this clause by the Recipient, without proof of actual damages, in addition to any other remedy to which the Discloser would be entitled. You agree that Airtopia may make reasonable reference to the fact that Airtopia has (or does) provide services to you (including reasonable use of your trade ▇▇▇▇) in its marketing materials.