Customer may terminate this Agreement as well as any and all other agreements under which Customer may procure any CA offering ( but in all cases excluding any hardware offerings and associated support contracts therefor) together with each and all Transaction Documents (or any order forms or other ordering documents) in effect between the Parties as of the date of termination (collectively, for purposes of this section, the “Agreement”), without cause and without further charge or expense at any time, immediately upon written notice to CA sent to [email protected]. On or after the termination date, with the exception of any fully paid-up Perpetual Licenses if the termination is effective after the initial Term, Customer must either: a) delete all full or partial copies of the CA Software from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to [email protected], or b) return to CA all full or partial copies of the CA Software.  Once Customer’s verification or the CA Software copies are received, CA will pay Customer, or CA Partner, a pro-rata refund of any License, SaaS and/or Support fees Customer or CA Partner pre-paid (“Refund Fees”) in accordance with the paragraph below.  Refund Fees will be calculated on the number of months remaining in the Term of the applicable Transaction Document.  If the CA Software is licensed under a Perpetual License, Customer, or CA Partner as appropriate, will receive a pro-rated refund of the License Fee paid to CA only if notice of termination is issued during the initial Term of the applicable Transaction Document. 


Notwithstanding the foregoing paragraph, if the Agreement is terminated without cause, neither Party shall have further obligations under the Agreement, except that the Parties shall remain bound by the obligations within the Survival section of this Foundation Agreement. Refund Fees will be paid within sixty (60) days to Customer (or CA Partner who will process the invoicing or reimbursement of fees to Customer as appropriate and under the commercial terms between the CA Partner and Customer), from the termination date, and any unpaid fees reflecting the Services (defined as may be applicable: software license, SaaS, maintenance and professional services for purposes of this section) delivered prior to the termination date shall become immediately due.