Waiver of Juries and Class Actions
EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COUNTERCLAIMS REGARDING SUCH DISPUTES, CLAIMS RELATED TO THE PARTIES’ NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE WAIVER IN […]
Arbitration
Any claim arising out of or related to this Agreement, including without limitation claims related to the parties’ negotiations and inducements to enter into this Agreement, shall be submitted to mandatory, binding arbitration under the auspices of ___________ (the “ADR Association”), in __________ [city], with the parties sharing equally the costs of arbitration. Arbitration will […]
Escalation and Mediation
In case of a dispute, either party may call for escalation by written notice to the other. Within __ business days of such notice, each party shall designate an executive with authority to make commitments that would resolve the dispute (a “Senior Manager”). The parties’ Senior Managers shall meet in person or by video conference […]
Transition Assistance
Reasonably promptly after either party’s notice of termination, Provider shall assist Customer with transition to an alternate vendor or to in-house operations pursuant to Provider’s then-standard transition policies; provided (a) Provider has no good faith basis to believe that Customer is in breach of this Agreement and (b) Customer pre-pays Provider’s standard fees for such […]
Deletion of Data after Termination
Promptly after termination of this Agreement, Provider shall erase all Customer Data in Provider’s possession or control, including without limitation in the possession or control of its subcontractors, subject to Provider’s rights (if any) in Section __ (Aggregate/Anonymized Data). In erasing Customer Data as required by this Agreement, Provider shall leave no data readable, decipherable, […]
Effects of Termination (On-Premise Software)
Upon termination of this Agreement, the licenses granted in Section __ (Software License) will terminate, Customer shall cease all use of the Software and delete all copies in its possession or control, and each party shall promptly return any property of the other’s. The following provisions will survive termination of this Agreement: (a) any obligation […]
Termination for Convenience
Either party may terminate this Agreement for any reason or no reason on __ days’ advanced written notice. • • • Customer may terminate this Agreement for convenience by written notice, effective immediately or on such date as the notice may specify. On the date of such termination, Customer shall pay Provider an early termination fee of […]
Termination for Cause
(a) Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach. However, termination for breach will become effective immediately upon such notice, without opportunity to cure, if the breach cannot be remedied […]
Employee No Poaching
During the term of this Agreement and for ___ days after termination, neither party shall solicit any of the other’s employees involved in the Services to consider alternate employment. For the avoidance of doubt, the preceding sentence does not forbid a solicitation to the general public. For each employee who quits as a result of […]
Term
This Agreement will continue until terminated by either party as specifically authorized herein. • • • This Agreement will remain in effect for _____ years from the date of execution by both parties. Thereafter, it will renew for successive 1-year periods (each a “Renewal Term”), unless either party refuses such renewal by written notice 30 or more […]