Miscellaneous Clause Example with 6 Variations from Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Miscellaneous. 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, or by mail, registered or certified, postage prepaid, with return receipt requested or by Federal Express. Mailed notices shall be addressed to the parties at the following addresses: If to Monopar: Monopar Therapeutics, Inc 5 Revere Dr. Suite 200 Northbrook, IL, 60062 Attention: Chandler Robinson, M.D. Email: [***] If to Jerry: Gerald M.Walsh [***...] or at such other addresses as either Monopar or Jerry may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and electronic mail shall be deemed duly given upon confirmation of receipt by recipient. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event.View More
Variations of a "Miscellaneous" Clause from Business Contracts
Miscellaneous. -3- 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested requested, or by Federal Express. electronic mail. Mailed notices shall be addressed to the parties Parties at the following addresses: If to Monopar: Monopar Therapeutics, Inc 5 Revere Dr. Therapeutics Inc. 1000 Skokie Blvd., Suite 200 Northbrook, IL, ...60062 350 Wilmette, IL 60091 Attention: Chandler Robinson, M.D. MD MBA MSc Email: [***] # If to Jerry: Gerald M.Walsh [***] pRx: pRx Consulting, LLC # Attention: Patrice Rioux, MD, PhD Email: # or at such other addresses as either Monopar or Jerry pRx may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and mailed. If sent by electronic mail shall mail, such notice will be deemed duly given upon confirmation of receipt by recipient. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. -4- 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry pRx shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry pRx hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under pRx. -5- IN WI1NESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. ACCEPTED AND AGREED TO: PRX CONSULTING, LLC MONOPAR THERAPEUTICS INC. /s/ Patrice Rioux /s/ Chandler Robinson BY: Patrice Rioux, MD, PHD BY: CHANDLER ROBINSON ITS: PRESIDENT ITS: CHIEF EXECUTIVE OFFICER -6- EX-10.1 3 mnpr_ex101.htm LICENSE AGREEMENT mnpr_ex101.htmEXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (herein referred to as "Agreement") is prevented or delayed made and entered into on December 13, 2021, effective as of January 1, 2022 (the "Effective Date"), by and between Monopar Therapeutics, Inc. (herein referred to as "Monopar"), a Delaware corporation, located at 1000 Skokie Blvd., Suite 350, Wilmette, IL 60091, and pRx Consulting, LLC (herein referred to as pRx), a Delaware corporation located at # (each herein referred to as "Party" and collectively as "Parties"). RECITALS WHEREAS, pRx specializes in the field of clinical development, including but not limited to clinical trial design, statistical modeling, clinical operations, regulatory strategy, investor due diligence, and the duties of a Chief Medical Officer. WHEREAS, Monopar desires to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred contract with pRx to provide certain consultation services as requested by Monopar, and pRx wishes to provide such services to Monopar, upon the extent arising directly from such force majeure event. terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows: 1. Consulting Arrangement. pRx agrees to perform consulting services as described herein upon the terms and conditions herein set forth. View More
Miscellaneous. 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested or by Federal Express. requested. Mailed notices shall be addressed to the parties at the following addresses: If to Monopar: Monopar Therapeutics, Inc 5 Revere Dr. Suite 200 Northbrook, IL, 60062 Company: Great Basin Corporation 2441 South 3850 West Salt L...ake City, UT 84120 Attention: Chandler Robinson, M.D. Email: [***] Ryan Ashton Fax: If to Jerry: Gerald M.Walsh [***] Rona: Jeffrey Rona Rona Capital, LLC 8338 Pawnee Lane, Niwot, CO 80503 or at such other addresses as either Monopar Company or Jerry Rona may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and electronic mail shall be deemed duly given upon confirmation of receipt by recipient. mailed. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, Colorado and the laws of such state, State, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry Rona shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry Company. Rona hereby agrees that Monopar Company shall be permitted to assign this Agreement to any affiliate of Monopar. Company. This Agreement shall be binding upon and shall inure to the benefit of the successors successors, heirs, and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 6 (as applicable), 7, 8, 9, 10, 11, and 11 12, shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's relieve Company's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event. Rona. View More
Miscellaneous. 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested or by Federal Express. requested. Mailed notices shall be addressed to the parties at the following addresses: If to Monopar: Monopar Therapeutics, Therapeutics Inc 5 Revere Dr. Suite 200 Dr., Suite200 Northbrook, IL, 60062 Attention: Chandler Robinson, M.D.... MD MBA MSc Email: [***] # If to Jerry: Gerald M.Walsh [***] pRx: pRx Consulting # Attention: Patrice Rioux, MD, PhD Email: # or at such other addresses as either Monopar or Jerry pRx may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and electronic mail shall be deemed duly given upon confirmation of receipt by recipient. mailed. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' attorneys· fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry pRx shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry pRx hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event. pRx. View More
Miscellaneous. 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested requested, or by Federal Express. electronic mail. Mailed notices shall be addressed to the parties Parties at the following addresses: If to Monopar: Monopar Therapeutics, Inc Therapeutics Inc. 5 Revere Dr. Dr., Suite 200 Northbrook, IL, 60062 Attention: C...handler Robinson, M.D. MD MBA MSc Email: [***] # If to Jerry: Gerald M.Walsh [***] pRx: pRx Consulting, LLC # Attention: Patrice Rioux, MD, PhD Email: # or at such other addresses as either Monopar or Jerry pRx may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and mailed. If sent by electronic mail shall mail, such notice will be deemed duly given upon confirmation of receipt by recipient. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry pRx shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry pRx hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event. pRx. View More
Miscellaneous. 12.1 Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested or by Federal Express. requested. Mailed notices shall be addressed to the parties at the following addresses: If to Monopar: If to MAZAR: Monopar Therapeutics, Inc Therapeutics Inc. 5 Revere Dr. Dr., Suite 200 Northbrook, IL, 60062 Attention: Chandler Robi...nson, M.D. MD MBA MSc Email: [***] If to Jerry: Gerald M.Walsh [***] # Andrew P. MAZAR # Email: # or at such other addresses as either Monopar or Jerry MAZAR may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and electronic mail shall be deemed duly given upon confirmation of receipt by recipient. mailed. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry MAZAR shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry MAZAR hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event.View More
Miscellaneous. 12.1 12.l Notice. Any notices to be given hereunder by either Party to the other may be effectuated, in writing, by personal delivery, by electronic mail, delivery or by mail, registered or certified, postage prepaid, with return receipt requested or by Federal Express. requested. Mailed notices shall be addressed to the parties at the following addresses: If to Monopar: Monopar Therapeutics, Inc Therapeutics Inc. 5 Revere Dr. Dr., Suite 200 Northbrook, IL, 60062 Attention: Chandler Robinson, M....D. MD MBA MSc Email: [***] # If to Jerry: Gerald M.Walsh [***] TSUCHIMOTO: Kim R. Tsuchimoto # Email: # or at such other addresses as either Monopar or Jerry TSUCHIMOTO may designate by written notice to each other. Notices delivered personally shall be deemed duly given on the date of actual receipt, receipt; mailed notices shall be deemed duly given as of the fourth day after the date so mailed, and electronic mail shall be deemed duly given upon confirmation of receipt by recipient. mailed. 12.2 Waiver of Breach. The waiver by either Party to a breach of any provision in this Agreement cannot operate or be construed as a waiver of any subsequent breach by either Party. · 12.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or severed. 12.4 Choice of Law. This Agreement has been made and entered into in the State of Illinois, and the laws of such state, excluding its choice of law rules, shall govern the validity and interpretation of this Agreement and the performance due hereunder. The losing party in any dispute hereunder shall pay the attorneys' fees and disbursements of the prevailing party. 12.5 Integration. The drafting, execution and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof unless expressly referred to herein. 12.6 Modification. This Agreement may not be modified unless such is in writing and signed by both Parties to this Agreement. 12.7 Assignment. Jerry TSUCHIMOTO shall not be permitted to assign this Agreement to any other person or entity without the prior written consent of Monopar. Jerry TSUCHIMOTO hereby agrees that Monopar shall be permitted to assign this Agreement to any affiliate of Monopar. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties. 12.8 Survival. The provisions of Sections 7, 8, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason. Expiration or termination of this Agreement shall not affect Monopar's obligations to pay any amounts that may then be due to Jerry. 12.9 Force Majeure. If Jerry's performance of his obligations under this Agreement is prevented or delayed due to a flood, earthquake, war, terrorist act, revolution, riot, or insurrection, Jerry shall not be deemed in breach of his obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Monopar, to the extent arising directly from such force majeure event. TSUCHIMOTO. View More
