8. Termination

8.1 Termination for Convenience

Either party may terminate this Agreement or any individual Statement of Work (SOW) without cause upon providing thirty (30) calendar days prior written notice to the other party. Such termination shall take effect at the end of the notice period.

8.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches any term, condition, or covenant of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice;
• Becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course;
• Engages in conduct that poses a material security risk to the other party’s data, systems, or personnel.

Upon termination for cause by the non-breaching party, all outstanding payments for acceptable work completed prior to termination remain due and payable.

8.3 Notice Period & Procedures

All termination notices must be in writing and delivered via:

• Email to the designated contract administrator with read receipt confirmation, or
• Certified mail to the principal place of business of either party.

DataPulse will provide a detailed termination invoice within five (5) business days following the effective termination date, covering:

1. Completed milestone deliverables;
2. Billable hours worked during the final period;
3. Pre-approved third-party software, cloud, or infrastructure costs;
4. Knowledge transfer and data migration hours (capped at 20 hours unless otherwise agreed).

8.4 Post-Termination Obligations

Within fifteen (15) days of termination, DataPulse shall:

• Deliver all completed work products, source code, models, dashboards, and documentation specified in the applicable SOW;
• Return or securely destroy all Client confidential information and data in accordance with our Data Security Policy;
• Provide reasonable assistance (up to 10 additional hours) to transition ongoing analytics workflows to Client personnel or a successor vendor.

Client shall retain full ownership of all custom analytics assets, trained models, and processed datasets developed specifically for Client under this Agreement. DataPulse retains rights to its pre-existing methodologies, frameworks, and generic tooling.

8.5 Survival of Terms

The following provisions shall survive termination or expiration of this Agreement:

• Confidentiality and Data Protection obligations (Section 4);
• Intellectual Property Rights (Section 6);
• Payment obligations for services rendered; (Section 7);
• Limitation of Liability and Indemnification (Section 9);
• Governing Law and Dispute Resolution (Section 11).