Contract Termination Clause Review

termination of contract review

TERM AND TERMINATION. *.* Term and Termination of the Agreement. (a) This Agreement shall begin as of the Effective Date and shall remain in effect until the Termination Date specified on the first page of this Agreement unless earlier terminated by either Company or Contractor in accordance with the terms of this Agreement. (b) Company may terminate this Agreement with or without cause by giving thirty (*) days written notice of termination to Contractor. (c) Contractor may terminate this Agreement upon thirty (*) days written notice of termination to Company in the event Company breaches a material term of this Agreement and the specified breach remains uncured at the end of thirty (*) days following the date of such notice. (d) Company may immediately terminate this Agreement if (a) Contractor commits any unlawful, fraudulent or deceptive acts or practices or criminal misconduct in the performance of this Agreement; (b) Contractor breaches this Agreement with respect to an environmental, health or safety requirement; or (c) Contractor or its creditors seek relief under any bankruptcy or insolvency law. DocuSign Envelope ID: DFFA98D6-*-4CA2-BDD3-EBB5F48E14F8 (e) Except as specified by Company in a notice of termination, the termination of this Agreement shall not operate to terminate or otherwise affect the rights and obligations of the Parties under any SOWs in effect at the time of the receipt of the notice of termination. This Agreement shall remain in effect until the final completion of the Services under such SOWs (or until the earlier termination of such SOWs) occurs. *.* Termination of a SOW. Notwithstanding Section *.*, Company may terminate all or any portion of a SOW with or without cause at any time by providing Contractor with fifteen days written notice of termination. Upon receipt of such notice, Contractor shall do all of the following: (a) Immediately discontinue the Services and/or fulfillment of the SOW to the extent specified in the notice. (b) Immediately provide to Company any Deliverables (including any work in progress) which have not yet been provided to Company. (c) Place no further orders relating to Services set forth in the applicable SOW other than as may be necessarily required for completion of such portion of the SOW that is not terminated (if any). (d) Take all commercially reasonable measures to mitigate the effects of termination. *.* Compensation Following Termination. If Contractor is not in default of its obligations under this Agreement or the applicable SOW, Company shall pay Contractor the amounts due not previously paid to Contractor for the Services properly performed pursuant to the applicable SOW prior to such effective date of the termination notice. Such payment shall be subject to any right of offset by Company and Contractor’s duty to mitigate. If Contractor is in default of its obligations under this Agreement or the applicable SOW, the excess cost necessary for Company to complete the Services from an alternate contractor, as compared to Contractor's prices, shall be for the account of Contractor. Such excess cost may be deducted from the unpaid amount of Contractor’s compensation. If such cost exceeds the unpaid amount, Contractor shall reimburse Company for such excess cost. *.* Post-Termination of Agreement. In the event of any expiration or earlier termination of this Agreement (and upon written notice thereof), Contractor shall cooperate with Company and shall use due diligence and care, reasonable commercial efforts and best industry practices to (a) effect an orderly and timely transition from Contractor to Company or Company’s chosen alternative providers and (b) minimize the interference or impact of such transition upon the operations, business and financial performance of Company. Without limitation of the foregoing, Contractor shall deliver to Company all property belonging to Company in the possession or control of Contractor, its affiliated entities, vendors, contractors or their respective employees or agents

yes

I was not given a 30days notice, my contract was terminated with immediate effect

no

Compensation Following Termination. If Contractor is not in default of its obligations under this Agreement or the applicable SOW, Company shall pay Contractor the amounts due not previously paid to Contractor for the Services properly performed pursuant to the applicable SOW prior to such effective date of the termination notice. Such payment shall be subject to any right of offset by Company and Contractor’s duty to mitigate. If Contractor is in default of its obligations under this Agreement or the applicable SOW, the excess cost necessary for Company to complete the Services from an alternate contractor, as compared to Contractor's prices, shall be for the account of Contractor. Such excess cost may be deducted from the unpaid amount of Contractor’s compensation. If such cost exceeds the unpaid amount, Contractor shall reimburse Company for such excess cost. *.* Post-Termination of Agreement. In the event of any expiration or earlier termination of this Agreement (and upon written notice thereof), Contractor shall cooperate with Company and shall use due diligence and care, reasonable commercial efforts and best industry practices to (a) effect an orderly and timely transition from Contractor to Company or Company’s chosen alternative providers and (b) minimize the interference or impact of such transition upon the operations, business and financial performance of Company. Without limitation of the foregoing, Contractor shall deliver to Company all property belonging to Company in the possession or control of Contractor, its affiliated entities, vendors, contractors or their respective employees or agents.