Termination Contract Clause

Termination

1. Either Party may terminate this Agreement upon 30 days' prior written notice to the other Party.

2. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; b) 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; c) makes or seeks to make a general assignment for the benefit of its creditors; or d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3. Upon expiration or termination of this Agreement for any reason: a) Service Provider shall promptly deliver to Client all Deliverables whether complete or incomplete; b) Service Provider shall promptly remove any of its equipment or materials from Client's premises; c) Client shall promptly pay Service Provider for all Services provided and expenses incurred up to the date of termination.

4. The rights and duties of the Parties under this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.