10.1 Termination Rights
This section outlines the mutual rights of That Is A Q ("Agency") and the Client ("Client") to terminate the agreement, including procedures, notice requirements, and post-termination obligations. Termination may occur for convenience or for cause, subject to the terms below.
10.1.1 Termination for Convenience
Either party may terminate this agreement without cause by providing written notice to the other party. The following notice periods apply:
- Client Notice: Minimum 30 calendar days prior to the intended termination date.
- Agency Notice: Minimum 45 calendar days prior to the intended termination date, to ensure orderly transition of deliverables.
10.1.2 Termination for Cause
Either party may terminate this agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within 15 calendar days of receiving written notice. Material breaches include, but are not limited to:
- Failure to pay invoices within 30 days of the due date after written demand.
- Unauthorized disclosure of confidential information, trade secrets, or proprietary intellectual property.
- Insolvency, bankruptcy filing, cessation of business operations, or assignment for the benefit of creditors.
- Repeated failure to meet agreed-upon project milestones or deliverable standards after documented warnings.
10.1.3 Post-Termination Obligations
- Final Invoice: The Agency will submit a final invoice within 10 business days of termination, covering all approved work, accrued expenses, and applicable termination fees.
- Deliverables & Data: All client-owned assets, source files, documentation, and project data will be delivered in the agreed format within 15 business days of cleared final payment.
- Confidentiality & IP: Obligations regarding confidentiality, intellectual property ownership, licensing, and non-solicitation survive termination indefinitely.
- Third-Party Services: The Client assumes full responsibility for ongoing subscriptions, domain registrations, hosting, licenses, or infrastructure activated on their behalf from the termination date forward.
10.1.4 Survival of Terms
The following provisions shall survive termination or expiration of this agreement:
- Section 10.1.4 (Survival)
- Section 8: Intellectual Property & Licensing
- Section 9: Confidentiality & Data Protection
- Section 11: Limitation of Liability & Indemnification
- Section 12: Dispute Resolution & Governing Law
10.1.5 Questions & Clarifications
All termination notices must be delivered in writing via email to the designated addresses specified in Section 1.3 of this agreement. For questions regarding termination rights, escalation, or transition planning, contact: