Termination

Table of Contents:

• Expiration

• Termination Rights

        - For Cause

        - For Convenience

• Termination Effect

        - Statements of Work

        - Maintenance Services

Termination

When does a contract end? As the following exemplars demonstrate, it depends:

Expiration

A contract can “terminate according to its own terms,” i.e., automatically expire on a specified expiration date, which can be extended automatically via successive renewal terms:

Exemplar C71A-1

This Agreement becomes effective upon the date of the last signature and will continue until September 30, 2027 (“Expiration Date”), unless earlier terminated by the parties in accordance with this Agreement or extended by amendment in writing for a mutually agreed to term. Thereafter, this Agreement will automatically renew for additional one-year terms (each, a “Renewal Term”) unless either party notifies the other party in writing of its intent to terminate the SOW as of the end of its then current Renewal Term, at least sixty (60) days prior to the expiration of the then current Renewal Term.

Exemplar C71A-2

The initial term of the Services ("Initial Term") shall be as set forth in the Product Schedule and shall be automatically renewed for successive periods of the same as the Initial Term, (each a "Renewal Term") commencing on the anniversary of the Initial Term; unless either Party notifies the other in writing, on or before forty five (45) days prior to the end of the then existing term, of its intention not to renew the Services. The Initial Term and Renewal Term(s) are collectively referred to as the "Term.".

By contrast, in the following exemplar, the parties agreed to have no expiration date:

Exemplar C71A-3

This Agreement shall be deemed effective as of the Effective Date and continue to be effective in perpetuity unless all or certain portions of the provisions of this Agreement are expressly terminated as provided elsewhere herein; provided however, that if the perpetual term of this Agreement is deemed to violate the “Rule Against Perpetuities,” or any similar law or rule, this Agreement shall continue in effect until twenty-one (21) years after the death of the last survivor of the descendants of King Charles III, King of England living as of the date of this Declaration.

Termination Rights

For Cause

Parties may also terminate a contract for cause, e.g., for breach that remains uncured past a specified notice, cure, or grace period:

Exemplar C71A-4

Customer, at its sole discretion, may immediately terminate this Agreement if Service Provider has committed a breach of this Agreement, including any violation of law. Customer, at its sole discretion and for any reason, may terminate any Service under this Agreement by providing Service Provider with five (5) business days’ notice. Service Provider will be entitled to payment for any terminated and uncompensated Service on a prorated basis up to the effective date of termination. Any unearned fees paid in advance to Service Provider for such terminated Service will be refunded to Customer.

The following exemplar avoids a “wash, rinse, repeat” cycle that prevents an aggrieved party from exercising its right to terminate for breach because the breaching party consistently and timely cures each breach:

Exemplar C71A-5

Contractor may terminate this Agreement by written notice to Customer if (i) Customer fails to make a payment of any invoiced and undisputed amount when due and does not cure such failure to pay within five (5) business days after written notice to Customer; (c) either party may terminate this Agreement by written notice to the other party if (i) the other party breaches any term of this Agreement and does not cure such breach within fifteen (15) days after the written notice, (ii) if performance under this Agreement by the other party is in violation of any law or regulation and such violation causes a substantial risk of material loss to the terminating party or any party related to that party; (iii) if a party commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor laws, or a court of competent jurisdiction appoints, or the party makes an assignment of all or substantially all of its assets to, a custodian, (as defined in Title 11 U.S.C) for the that party; (iv) if the other party has repeatedly committed the same material breach. In addition to the foregoing, Contractor may immediately terminate this Agreement, if the applicable laws and regulations related to the provision of the Services are revised or supplemented after the Effective Date hereof in a manner that Contractor determines will substantially increase its costs.

For Convenience

Alternatively, the parties may agree to terminate a contract for no reason or any reason with proper advance notice:

Exemplar C71A-6

Either party may terminate the Agreement for any reason upon one hundred and eighty (180) days prior written notice to the other party. Termination of this Agreement by either party for any reason shall not relieve the parties of any obligation theretofore accrued under this Agreement. Service Provider’s Services shall continue during the time of notice of such termination until the last day of its Services and shall not be diminished in any way while meeting all metrics and service level agreements. Upon termination of this Agreement for any reason, Customer will not incur or be liable for further charges, including any termination fees or exit costs.

Termination Effect

The parties may agree that the termination of an agreement will operate automatically to terminate other related or ancillary contractual obligations, which may be useful for operational as well as contract management purposes:

Statements of Work

The following exemplar forces any SOWs to be coterminous with the term of the main agreement (note however that the termination of an SOW does not operate per se to terminate the main agreement):

Exemplar C71A-7

In the event of termination of this Agreement, all Statements of Work under this Agreement shall also terminate upon the effective date of termination of this Agreement. In the event of termination of a SOW, this Agreement shall remain in effect unless otherwise terminated in accordance herewith. To the extent Client terminates this Agreement or any SOW for convenience, Client will pay Contractor for all Services rendered, effort expended, expenses incurred, contingent fees (if any), or commitments made by Contractor prior to the effective date of termination. To the extent Client terminates this Agreement for breach, Client will pay Contractor for all conforming Services rendered and reasonable expenses incurred by Contractor prior to the effective date of the termination.

By contrast, in the following exemplars, the termination of the main contract does not become effective until the expiration or termination of any existing SOWs:

Exemplar C71A-8

If this Agreement terminates or is terminated while one or more SOWs (or Services not covered by a SOW) remain outstanding, the terms of this Agreement shall continue to apply to the SOW and any other outstanding Services, and this Agreement shall be deemed finally terminated only upon termination of all outstanding SOWs, or completion of the Services thereunder. Termination of one or more SOWs will not automatically terminate this Agreement.

Exemplar C71A-9

The Term of the Agreement will become effective as of the Effective Date and will continue in effect until October 30, 2028. Notwithstanding any expiration or termination of this Agreement, if any SOWs would otherwise remain in effect according to their own terms, this Agreement shall remain in full force and effect with respect to such SOWs only, until the expiration or termination of such SOWs.

Exemplar C71A-10

This Agreement will become effective as of the Effective Date and will continue in effect for a period of five (5) years thereafter, unless earlier terminated in accordance with this Agreement. Notwithstanding any expiration or termination of this Agreement, if any SOWs would otherwise remain in effect according to their own terms, this Agreement shall remain in full force and effect with respect to such SOWs only, until the expiration or termination of such SOWs.

Exemplar C71A-11

This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years from the date hereof (“Initial Period”). Thereafter, this Agreement shall automatically extend for additional one (1) year terms (each a “Renewal Period”) unless either Party shall provide written notice of termination at least ninety sixty (60) days prior to the expiration of the Initial Period or any Renewal Period (the Initial Period and any Renewal Period(s) shall be referred to collectively as the “Contract Period”). Notwithstanding the foregoing, any outstanding PO or SOW in effect as of the expiration of a Contract Period shall remain in effect for the duration of such PO or SOW unless otherwise terminated as provided herein or therein.

Maintenance Services

In the following exemplar, any obligation to provide maintenance services (whether obligated under the main agreement or a separate related agreement) terminates automatically upon termination of the main agreement:

Exemplar C71A-12

Contractor shall provide Maintenance Services during the term of this Agreement, unless either Party gives written notice of its intention not to renew Maintenance Services no later than thirty (30) days prior to the last day of a term. Maintenance services will terminate automatically upon termination of this Agreement. Either Party may terminate Maintenance Services in accordance with all other terms and conditions provided in this Agreement. Upon termination of Maintenance Services, all provisions of this Section entitled Maintenance Services will no longer apply except with respect to the terms regarding payment of fees upon termination. If either party chooses to terminate before the end of the term, Contractor shall reimburse Licensee for maintenance not utilized, as applicable.