Section 10 – Termination
Defines the rights, procedures, and obligations of both parties upon the conclusion or early termination of services.
10.1 Termination Rights
Either party may terminate this Agreement without cause by providing written notice as specified in Section 10.2. This Agreement may also be terminated immediately by either party in the event of a material breach that remains uncured within the prescribed notice period.
Termination shall not affect any rights, obligations, or liabilities that have accrued prior to the effective date of termination, nor shall it waive any right to claim damages for prior breaches.
10.2 Notice Period
All termination notices must be delivered in writing to the authorized representative of the receiving party. The standard notice period is thirty (30) calendar days from the date of delivery, unless otherwise specified in a signed project statement of work (SOW).
10.3 Termination for Cause
That Is A Q reserves the right to terminate this Agreement immediately upon written notice if the Client:
- Fails to make scheduled payments within fifteen (15) days of the due date;
- Violates any intellectual property, confidentiality, or compliance obligations;
- Engages in conduct that brings That Is A Q into disrepute or poses a legal/financial risk;
- Becomes insolvent, files for bankruptcy, or ceases business operations.
In such cases, the Client remains liable for all work completed and expenses incurred up to the termination date.
10.4 Effects of Termination
Upon effective termination:
- All access to proprietary systems, repositories, and client portals shall be revoked within twenty-four (24) hours;
- That Is A Q will cease all active development and consulting activities;
- Outstanding invoices for completed work and non-cancellable third-party expenses become immediately due;
- Either party may request a handover report detailing work-in-progress status, dependencies, and technical notes at the Client's expense.
10.5 Data & Deliverables
Within fourteen (14) days following termination, That Is A Q will securely transfer all Client-owned deliverables, source code, design assets, and documentation to the designated recipient. Upon confirmed receipt and payment of outstanding fees, all copies of Client data held by That Is A Q or its subprocessors will be permanently deleted or returned, in compliance with applicable data protection regulations.
That Is A Q retains the right to maintain anonymous, aggregated usage metrics and technical logs for product improvement, provided no personally identifiable information (PII) or proprietary Client data is retained.
10.6 Survival Clauses
The following provisions shall survive termination or expiration of this Agreement:
- Intellectual property ownership and licensing terms;
- Confidentiality and non-disclosure obligations;
- Payment obligations for services rendered prior to termination;
- Limitation of liability and indemnification clauses;
- Dispute resolution and governing law provisions.
Survival periods shall continue for the duration specified in the original Agreement or as required by applicable law, whichever is longer.