Termination and Transition Procedures

Upon termination of this Agreement for any reason other than termination by Claravine pursuant to Section 6.2(b), upon request of Customer, Claravine shall reasonably cooperate with Customer for a period of 30 days after termination to assist Customer in transferring Customer Data in a format that is standard in the industry subject to the following terms and conditions:

• Customer shall pay Claravine’s customary hourly charges for this assistance.  The assistance shall be rendered only after (i) Claravine estimates the charges that will be payable for the assistance and (ii) Customer pays the full amount of these estimated charges in advance.
• Actual charges will be reconciled and invoiced upon completion of the data migration services.
• Claravine’s duty to provide data migration assistance shall cease 15 days after termination of the Agreement if Customer has not requested data migration assistance prior to such date.  Customer acknowledges that if it does not take action to accomplish the transfer, Customer Data may no longer be accessible or available.
• Unless specified in a Service Order, the foregoing is Claravine’s sole duty in regard to Customer Data upon termination of the Agreement or any Service Order.
• Claravine has no obligation to provide Customer with any other data, information, results, content or Claravine generated materials, whether or not incorporated into any media or other material that has been produced for Customer during the term of the Agreement.

Customer acknowledges that except as set forth herein, (i) Claravine has no obligation to retain the Customer Data and (ii) Claravine may delete Customer Data if Customer has committed any breach pursuant to this Agreement, including without limitation, the failure to pay outstanding license or service fees, and such breach has not been cured to the satisfaction of Claravine within the cure periods specified in the Agreement.

Claravine and Customer acknowledge that this Agreement may terminate in a situation in which the parties wish to preserve an opportunity to easily reactivate the relationship between the parties and reactivate the Agreement.  To facilitate that opportunity, the parties hereby agree that upon written request from Customer (an email or other written communication from any individual contact of Customer shall suffice) and acceptance by Claravine, Claravine shall preserve the Customer Data in an archived version in substantially the same format and under the same security protections as it was kept at termination for a period of six months (the “Data Preservation Period”), so that reactivation of this Agreement will be possible without the necessity of beginning the launch processing anew.  At the end of the Data Preservation Period, if the parties have not agreed by the same process to renew the Data Preservation Period, then the other provisions of this Agreement and applicable law shall apply .