/Docs/G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Termination/0.md
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Ti = Termination
0.sec = Either {_Party} may terminate this {_Agreement}, at any time during the {_Term}, according the conditions as described below:
1.Ti = Termination for Breach
1.1.0.sec = Breaches of specific provisions:
1.1.1.sec = The {_Customer} shall be entitled to terminate this {_Agreement} upon {Termination.Customer.MajorBreach.Notice.cl} notice to the {_Manufacturer} if the {_Manufacturer} breaches any of its material obligations in the following articles: {Termination.Customer.MajorBreach.Xrefs}.
1.1.2.sec = {_Manufacturer} shall be entitled to terminate this {_Agreement} upon {Termination.Manufacturer.MajorBreach.Notice.cl} notice to the {_Customer} if the {_Customer} breaches any of its material obligations in the following articles: {Termination.Manufacturer.MajorBreach.Xrefs}
1.1. = [G/Z/ol-i/s2]
Termination.Customer.MajorBreach.Notice.cl = 14 calendar days’
Termination.Manufacturer.MajorBreach.Notice.cl = 14 calendar days’
Termination.Customer.MajorBreach.Xrefs = Sections 14 (Personnel), 17 (Intellectual Property), 18 (Dispossession Guarantee), 24 (Confidentiality), 29 (Subcontracting), 30 (Contract Conveyance), 30 (Sustainable Development) and 32 (Compliance with {_Applicable_Laws})
Termination.Manufacturer.MajorBreach.Xrefs = TBD
1.2.sec = In addition to the rights set forth in {Termination.Xref}.1(a), in the event of any other breach (other than material breach mentioned in {Termination.Xref}.1 (a)) by a {_Party} of any of its material obligations under this {_Agreement}, the non-breaching {_Party} may terminate this {_Agreement} upon {Termination.Mutual.MaterialBreach.Notice.cl} notice prior written notice, provided, however, that this {_Agreement} shall not terminate if the breach has been cured by the breaching party within such {Termination.Mutual.MaterialBreach.Notice.cl} period.
Termination.Mutual.MaterialBreach.Notice.cl = thirty (30) calendar day
1.3.sec = Within the framework of the application of the present article, the termination is independent from the other measures that either {_Party} can take, notably any claim for damages, it being specified that such a termination does not (in and of itself) give the right to any compensation in favor of the non-terminating {_Party}.
1.4.sec = In case for termination for material breach ({Termination.Xref}.1(a) or other breach ({Termination.Xref}.1.(b) that cannot be remedied, for the avoidance of doubt a party may claim from the breaching party the unused amounts prepaid for services not yet rendered as of the date of termination.
1. = [G/Z/ol-a/s4]
2.Ti = Termination for Insolvency
2.1.sec = If the {_Manufacturer} is in a situation of material default on its debts voluntary liquidation, dissolution, judicial reorganization or liquidation, or is targeted by the opening of legal proceedings (which have not been dismissed within ninety (90) calendar days) for liquidation of its business or assets, the {_Beneficiaries} may under these conditions and the limits set out by {_Applicable_Law} over the {_Manufacturer}, terminate this {_Agreement} by giving notice notification with immediate effect.
2.2.sec = In case for termination for insolvency, for the avoidance of doubt the {_Beneficiary} may claim the unused prepaid amounts from the {_Manufacturer}.
2. = [G/Z/ol-a/s2]
3.Ti = Termination for Change of Control
3.1.sec = If the {_Manufacturer} is subject to a merger, acquisition change of control or all (or substantially all) of its business or assets are acquired by a third party , the {_Manufacturer} shall notify the {_Customer} promptly following the closing of such transaction. The {_Customer} shall have the option to terminate this {_Agreement} during the forty-five (45) calendar days following the notification by the {_Manufacturer}, by providing written notice to the {_Manufacturer}.
3.2.sec = In case for termination for change of control, for the avoidance of doubt the {_Beneficiary} will not be able claim the unused prepaid amounts from the {_Manufacturer}.
3. = [G/Z/ol-a/s2]
4.Ti = Termination Due to Force Majeure
4.1.sec = The {_Customer} may terminate this {_Agreement} immediately and without liability to pay termination costs should an event of {_Force_Majeure} occur and be un-remedied by {_Manufacturer} within {Termination.Customer.ForceMajeure.Notice.cl} of its occurrence, according to the conditions provided for in {Subcontracting.Xref}.4.
Termination.Customer.ForceMajeure.Notice.cl = thirty (30) calendar days
4.2.sec = In case for termination due to {_Force_Majeure}, for the avoidance of doubt the {_Beneficiary} may claim the unused prepaid amounts from the {_Manufacturer}.
4. = [G/Z/ol-a/s2]
5.Ti = Termination for Convenience
5.sec = Either {_Party} may terminate this {_Agreement} with immediate effect for any reason, by giving at least sixty (60) calendar days’ written notice during the term of the agreement. If this {_Agreement} is terminated by the {_Customer} under this {Termination.Xref}.5, the {_Customer} shall continue to remain responsible for any fees, charges, and expenses remaining under any previously agreed-upon {_Purchase_Orders}. Notwithstanding the prior sentence, if the {_Customer} has entered into a multi-year subscription license for {_Software}, the {_Customer} shall only be responsible for fees, charges and expenses under such subscription license through the end of the then current year of such subscription license. For clarity, license fees and related costs, for a perpetual license for {_Software} or costs for appliances are not refundable.
= [G/Z/ol/5]