Effect of Termination and Transition Assistance

On expiry or termination, Vendor shall promptly deliver to Client all completed and work-in-progress Deliverables, Client materials, and Client Confidential Information in Vendor's possession, and shall, on Client's request and for a transition period of up to {{TRANSITION_PERIOD_DAYS}} days, provide reasonable transition assistance at the rates stated in the SOW to enable Client or its designee to assume the Services. Each party shall return or destroy the other's Confidential Information as required by the confidentiality obligations. The intellectual-property assignment in USI_IP_01 survives termination with respect to all work product created before termination.