Notwithstanding any termination, expiration, or cancellation of this Agreement (whether automatic, for convenience, or for cause), the following provisions and obligations shall expressly survive and continue in full force and effect for as long as the nature of each provision requires:
- Confidentiality & Data Protection: All obligations regarding the protection, non-disclosure, and permitted use of Confidential Information and Personal Data, including the return or certified destruction of such materials upon termination.
- Payment & Financial Obligations: All accrued payment obligations, including outstanding invoices, late fees, interest, and any financial liabilities that accrued prior to the effective date of termination.
- Intellectual Property & Ownership: All provisions governing the assignment, licensing, ownership, and protection of Intellectual Property rights, including moral rights where applicable.
- Indemnification & Liability: All mutual indemnification obligations and limitations of liability, to the extent they apply to claims arising from acts, omissions, or breaches that occurred prior to termination.
- Dispute Resolution & Governing Law: The entire dispute resolution mechanism, including mandatory mediation, arbitration procedures, venue selection, and governing law provisions.
- Post-Termination Transition: Any cooperative transition duties, knowledge transfer requirements, and assistance obligations expressly outlined in the termination notice or this Agreement.
If any term, provision, clause, or section of this Agreement, or the application thereof to any person or circumstance, is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, unenforceable, or otherwise void, the following shall apply:
- Continuity: The remainder of this Agreement, including all other terms and provisions, shall remain in full force and effect and shall not be impaired or invalidated by such finding.
- Reformation: To the maximum extent permitted by applicable law, the parties agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid, enforceable provision that most closely approximates the economic, business, and operational intent of the original clause.
- Partial Application: If a provision is found overbroad but fundamentally sound, the tribunal is authorized to "blue-pencil" or modify the scope of such provision to render it enforceable while preserving its core purpose.
- Severed Terms: Any term severed under this clause shall be deemed deleted from this Agreement unless and until the parties execute a written amendment incorporating a replacement provision.
The parties expressly acknowledge that they would have entered into this Agreement and executed this clause even if the specific provision(s) subject to severability had been omitted or struck entirely. Nothing in this section shall be construed as requiring either party to renegotiate or amend any other portion of this Agreement. This clause shall be interpreted in accordance with the governing law specified in Section 10.2 of this Agreement.