Grouped Into 90 Collections of Similar Clauses From Business Contracts
This page contains Term and Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term and Termination. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially compli...ed with or (b) on 60 days' written notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into such account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager's breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.View More
Term and Termination. 11.1. This Agreement shall become effective on the Effective Date and may be TP Flexible Income Fund, Inc.Dealer Manager AgreementPage 14 of 32 terminated by the Dealer Manager, on the one hand, or the Company on the other, in the event that (a) the Company, on the one hand, or the Dealer Manager, on the other, shall have materially failed to comply with any of the material provisions of this Agreement; or (b) the Company, on the one hand, or the Dealer Manager, on the other, materially breaches... any of its representations and warranties contained in this Agreement and, in the case of the Company, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement under this sentence unless such failure(s) or breach(es) under clause (a) or (b) above is or are not cured within thirty (30) days after such party has delivered notice of intent to terminate under this Section 11.1. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (b) on 60 days' written notice. In addition, the Termination Date. 11.2. The Dealer Manager, upon the expiration or termination of this Agreement, shall (a) (i) promptly deposit any and all funds funds, if any, in its possession which were received from investors for the sale of Offered Shares into such account as the Company may designate; and (b) appropriate account, (ii) promptly deliver to the Company all records and documents in its possession which relate to the Offering which and are not designated as dealer copies. copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering, and (iv) notify Participating Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, documents, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. 11.3. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 4 at such times time as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager's breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager. becomes payable. View More
Term and Termination. 14.1 Termination; General. This Agreement may be terminated by the Company upon ten (10) calendar days' written notice to the other party in accordance with Section 16 below. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any ...material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (b) on 60 days' written notice. In addition, the Termination Date. 14.2 Dealer Manager Obligations Upon Termination. The Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds funds, if any, in its possession which were received from investors for the sale of Shares into such the appropriate account as designated by the Company may designate; and for the deposit of investor funds, (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which and are not designated as dealer copies. copies, (c) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering, and (d) notify Participating Broker-Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, documents, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any an orderly transfer of management of the Offering to a party designated by the Company. 14.3 Company Obligations Upon Termination. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 hereof at such time as such compensation becomes payable. 15. Confirmation. The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of this Agreement, including but not limited to any Distribution Fees, pursuant dealers or brokers who sell the Shares all orders for purchase of Shares accepted by the Company. Such confirmations will comply with the rules of the Commission and FINRA, and will comply with applicable laws of such other jurisdictions to the requirements of that Section 5 at such times as such amounts become payable pursuant to extent the terms Company is advised of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager's breach of this Agreement or any other action laws in writing by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager. View More
Term and Termination. In any case, if not sooner terminated, Any party to this Agreement shall expire at have the close of business right to terminate this Agreement on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) 60 days' written notice or immediately upon notice to the other party in the event that the such other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenant...s or agreements of such party contained herein shall not have been materially complied with or (b) on 60 days' written notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into such account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. hereof. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, 3 pursuant to the requirements of that Section 5 3 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, 3, offset by any losses suffered by the Company, Company or any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager's breach of this Agreement or any other an action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if 4.b. herein, and (b) the Minimum Offering is not reached prior Dealer Manager shall promptly deliver to such expiration or termination, the Company shall not pay any such compensation all records and reimbursements documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager. Dealer Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company. 10 10. Confirmation. The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of Dealers who sell the Shares all orders for purchase of Shares accepted by the Company. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager. View More
Term and Termination. 9.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of the last to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Licensor. 9.2.2 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligati...ons under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee has not cured such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect of Termination. 9.3.1 Termination of Rights. Upon termination of this Agreement by either party pursuant to any of the provisions of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement shall have the right to obtain a license from ***Certain Confidential Information Omitted 10. Licensor on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.View More
Term and Termination. 9.1 Expiration of Royalty Term. The term Upon expiration of the Royalty Term with respect to an Enhanced Product in any Jurisdiction and payment in full of all amounts owed hereunder with respect to such Enhanced Product in such Jurisdiction, Licensee will have a non-exclusive, fully paid up, perpetual license for such Enhanced Product in such Jurisdiction. 12.2. Termination by Licensor. (a) For Cause. Licensor may give written notice of default to Licensee, if Licensee breaches any obligation, ...covenant, condition, or undertaking of this Agreement to be performed by Licensee hereunder, such written notice to describe such breach in sufficient detail to permit Licensee to cure such breach (if capable of cure). If Licensee should fail to cure such default within ninety (90) days after such notice(if capable of cure), this Agreement, and all of the rights, privileges, and license granted hereunder, shall commence on terminate at the Effective Date and, end of such ninety (90) days; provided, however, that if such alleged termination for breach is disputed by Licensee, the termination shall not be effective unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of Parties have not resolved such matter by either (i) alliance managers or business development representatives or (ii) Executive Officers, as set forth in Section 14.10.. (b) Termination for Bankruptcy. To the last to expire Valid Claim (the "Term"). 9.2 Termination. 9.2.1 Termination Without Cause. Licensee extent permitted under applicable Laws, Licensor may immediately terminate this Agreement upon sixty (60) days prior by providing written notice to Licensor. 9.2.2 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then Licensor may terminate this Agreement without further notice to Licensee if Licensee experiences an Event of Bankruptcy. For purposes of this provision, the term "Event of Bankruptcy" means, with respect to Licensee: (i) filing by such Party in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Licensee or of its assets; (ii) Licensee being served with an involuntary petition against Licensee, filed in any insolvency proceeding, where such petition has not cured such default been dismissed within thirty (30) days [***]; (iii) Licensee proposing or being a party to any dissolution or liquidation of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee; or (iv) Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an making a general assignment for the benefit of creditors. 28 (c) Cessation of Business. If Licensee shall cease to carry on its creditors, voluntarily files for bankruptcy business with respect to the rights granted in this Agreement, this Agreement shall terminate upon written notice by Licensor. (d) Challenge of Patents. Nothing herein shall be construed as preventing Licensee, its Affiliates, or has a receiver Sublicensees, from challenging the validity or trustee (or enforceability of the like) in bankruptcy appointed by reason of its insolvency, or in Licensed Patent at any time. In the event that Licensee, or an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, Affiliate, or if Licensee becomes the subject a Sublicensee, or a Third Party on behalf of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect of Termination. 9.3.1 Termination of Rights. Upon termination of this Agreement by either party pursuant to any of the provisions foregoing, shall challenge the validity or enforceability of Section 9.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) Licensed Patents in any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement forum through any means, Licensor shall have the right right, but not the obligation, in addition to obtain a license from ***Certain Confidential Information Omitted 10. any other remedy Licensor on may have available at law and/or in equity, to terminate this Agreement upon providing written notice of the same terms and conditions to Licensee, [***]. 12.3. Termination by Licensee. Licensee may terminate this Agreement, in whole or in part, at any time, with or without cause, by giving written notice thereof to Licensor, such termination shall be effective sixty (60) days after such written notice. Effective upon such termination, except as otherwise set forth herein, which in Article 13, all of Licensee's rights and obligations associated herewith shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration. After the date of termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. cease. View More
Term and Termination. 9.1 10.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect until the expiration of the last to expire Valid Claim (the "Term"). 9.2 10.2 Termination. 9.2.1 10.2.1 Termination Without Cause. Licensee may terminate this Agreement for any or no reason upon sixty (60) days prior written notice to Licensor. 9.2.2 Harvard. 10.2.2 Termination for Default. 9.2.2.1 10.2.2.1 In the ev...ent that either party Party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) thirty (30) days after receiving written notice thereof, the other party Party may terminate this Agreement immediately upon written notice to the party Party in breach. 9.2.2.2 17 10.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, 9.2 to procure and maintain insurance or, if Licensee has in any event failed to comply with the notice requirements contained therein, then Licensor Harvard may terminate this Agreement immediately without further notice or additional waiting period. 10.2.2.3 Harvard shall be entitled to Licensee if Licensee has not cured such default within thirty (30) days terminate this Agreement in accordance with the provisions of written notice of such default from Licensor. 9.2.3 Section 3.4. 10.2.3 Bankruptcy. Licensor Harvard may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 10.3 Effect of Termination. 9.3.1 10.3.1 Termination of Rights. Upon expiration or termination of this Agreement by either party Party pursuant to any of the provisions of Section 9.2: 10.2: (a) the rights and licenses granted to Licensee under Article 2 shall terminate, all rights in and to and under the Licensed Patent Rights and Licensed Know-How will revert to Licensor Harvard and neither Licensee nor its Affiliates may make any further use or exploitation of the Licensed Patent Rights or Licensed Know-How; and (b) any existing agreements that contain a Sublicense shall terminate to the extent of such terminated license; Sublicense; provided, however, that, notwithstanding for each Sublicensee, upon termination of the foregoing, each Sublicense agreement with such Sublicensee, if the Sublicensee that is not at such time then in breach of its Sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense, such Sublicensee shall have the right to obtain seek a license from ***Certain Confidential Information Omitted 10. Licensor on the same Harvard. Harvard agrees to negotiate such licenses in good faith under reasonable terms and conditions as set forth herein, conditions, which shall not impose any representations, warranties, obligations or liabilities on Licensor Harvard that are not included in this Agreement, provided that (i) the scope of the license granted directly by Licensor to such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Agreement. 10.3.2 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties Parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration, which shall be paid to Harvard within forty-five (45) days after such termination or expiration. After Notwithstanding any other provision of this Agreement, after the date of termination or expiration (except in the case of termination by Licensor Harvard pursuant to Section 8.2), 10.2), Licensee, its Affiliates and Sublicensees (a) may sell or otherwise dispose of all Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell or otherwise dispose of the same; provided that, same, in each case, in accordance with the terms and conditions of this Agreement, including that in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor Harvard in accordance with Article 3, 4 within thirty (30) days after the end of each Calendar Quarter after the Term during which such sales or other dispositions are made, provide reports and audit rights to Licensor Harvard pursuant to Article 4 5 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 9.2. 10.4 Survival. The parties' Parties' respective rights, obligations and duties under Articles 4, 8, 9 and 5, 9, 10 and 11 and Sections 7.2, 7.3 8.2 and 7.4, 8.3, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement. In addition, Licensee's obligations under Section 4.5 with respect to Sublicenses granted prior to expiration or termination of the Agreement shall survive such expiration or termination. View More
Term and Termination. 9.1 11.1 Term. The term Option is granted to Licensee for the Option Exercise Period as of this Agreement shall commence on the Effective Date and, unless earlier terminated and this Agreement will expire automatically thereafter if the Option is not exercised within the Option Exercise Period in accordance with the terms of this Agreement. If the Option is exercised during the Option Exercise Period in accordance with the terms of this Agreement, the License is granted to Licensee as provided i...n this Article 10, shall continue in full force of the date of exercising the Option and effect until will – together with the entire Agreement – expire upon the later of (i) expiration of the last to expire Valid Claim of the Licensed Patents or (ii) 15 years from the Effective Date, unless terminated earlier in accordance with this Agreement, in which case the period of the term shall end at the date of termination (the "Term"). 9.2 Termination. 9.2.1 After the expiration (but not termination) of such Term in such country the License shall become non-exclusive and royalty free. 11.2 Termination Without Cause. by Licensee. Licensee may terminate this Agreement upon sixty (60) days prior for any reason on 60 days' written notice to Licensor. 9.2.2 11.3 Termination for Default. 9.2.2.1 In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. 9.2.2.2 If Licensee defaults in any of its obligations under Section 8.2, then by Licensor. Licensor may terminate this Agreement: 11.3.1 Insolvency. Immediately if at any time and in any jurisdiction, Licensee shall file a petition for bankruptcy or insolvency or similar procedure, or if Licensee shall be served with an involuntary petition for bankruptcy, insolvency, or similar proceeding against it and such petition is not dismissed within [***] days after its filing, or if Licensee shall propose or be a party of any dissolution, receivership, assignment to creditors, or liquidation procedure. 11.3.2 Material Breach. Upon any material breach or default under this Agreement without further by Licensee or an Affiliate, including the failure to pay any money owed under this Agreement, this Agreement may be terminated by Licensor upon [***] days written notice to Licensee, unless during said period and to Licensor's satisfaction Licensee fully cures such breach or default and notifies Licensor of such cure. Option & Exclusive License Agreement Page 12 11.3.3 Challenges to Validity or Enforceability. Immediately if Licensee or its Affiliates or sublicensees challenges, or institutes any action or proceeding that challenges, the validity or enforceability of any of the Licensed Patents and upon [***] days written notice to Licensee if any sublicensee challenges, or institutes any action or proceeding that challenges, the validity or enforceability of any of the Licensed Patents (unless during such [***] day period Licensee has not cured terminates the applicable sublicense agreement with such default within thirty (30) days of written notice of such default from Licensor. 9.2.3 Bankruptcy. Licensor may terminate this Agreement upon notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within ninety (90) days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business. 9.3 Effect sublicensee). 11.4 Consequences of Termination. 9.3.1 Termination of Rights. (a) Upon termination of this Agreement by either party pursuant as provided herein, Licensee shall stop, and shall cause its Affiliates and each sublicensee to any of the provisions of Section 9.2: (a) the stop, selling and offering for sale, and/or providing Licensed Products, and all rights and licenses granted to Licensee under Article 2 by Licensor hereunder and all sublicenses shall terminate, all rights in immediately terminate. Notwithstanding the foregoing, except for termination by Licensee pursuant to Section 11.2 or Licensor pursuant to Section 11.3, Licensee and to and under the Patent Rights will revert to Licensor and neither Licensee nor its Affiliates may make any further use or exploitation of the Patent Rights and (b) any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, notwithstanding the foregoing, each Sublicensee that is not at such time in breach of its Sublicense agreement sublicensees shall have the right to obtain continue selling, for a license from ***Certain Confidential Information Omitted 10. Licensor on period of time not to exceed [***] months following the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Licensor that are not included in effective date of termination of this Agreement, provided that (i) those Licensed Products manufactured and possessed by it prior to the scope effective date of termination of this Agreement. Licensee will continue to comply with its obligations to report to Licensor and to pay royalties as to the sale of such Licensed Products. (b) Licensee's obligations to report to Licensor and to pay royalties as to the sale of Licensed Products or performance hereunder pursuant to the Agreement prior to termination or expiration of the license granted directly Agreement or as contemplated by Licensor to Section 11.4 shall survive such Sublicensee shall be co-extensive with the scope of the license granted by Licensee to such Sublicensee, (ii) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Licensor and (iii) if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 5.2 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). 9.3.2 Accruing Obligations. Termination termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up Agreement. (c) Each Party will promptly return to the date other Party or delete or destroy the Confidential Information of termination the other Party (except that each Party may retain one copy of the other Party's Confidential Information solely for archival purposes or expiration. After the date as required by applicable law), and will deliver a certificate signed by one of its authorized officers that is has done so. Licensor may also retain and use Licensee's Confidential Information to enforce its rights under this Agreement. (d) The following Sections will survive termination or expiration (except in the case of termination by Licensor pursuant to Section 8.2), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Licensor in accordance with Article 3, provide reports and audit rights to Licensor pursuant to Article 4 and maintain insurance in accordance with the requirements of Section 8.2. 9.4 Survival. The parties' respective rights, obligations and duties under Articles 4, 8, 9 and 10 and Sections 7.2, 7.3 and 7.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination Agreement: Section 1 (Definitions), Section 4 (Royalties; Records and Reports; Payment), Section 7 (Confidentiality; No Publicity), Section 10 (Representations; Warranties; and Negation of this Agreement. Warranties), Section 10 (Indemnification); Section 11.4 (Consequences of Termination), Section 13 (Insurance), and Section 14 (General). View More
Term and Termination. 16.1. Term. The term of this Agreement is the Term stated on the front pages of this Agreement, unless earlier terminated as provided in this Agreement. 16.2. Termination. (a) Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement: (i) where the breach is incapable of remedy; (ii) where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or (iii) m...ore than twice even if the previous breaches were remedied. (b) Either party may terminate this Agreement effective January 31, 2018 by providing notice of termination to the other party at least sixty (60) days prior to January 31, 2018. (c) Google reserves the right to suspend or terminate Company's use of any Services that are alleged or reasonably believed by Google to infringe or violate a third party right. If any suspension of a Service under this subsection 16.2(b) continues for more than 6 months, Company may immediately terminate this Agreement upon notice to Google. (d) Google may terminate this Agreement, or the provision of any Service, immediately with notice if pornographic content that is illegal under U.S. law is displayed on any Site or Approved Client Applications. (e) Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted by each party will cease immediately; (ii) if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party; and (iii) any continued use of the Services will be subject to Google's then standard terms and conditions available at www.google.com/adsense/localized-terms, provided that Google will not be obligated to provide the Services (including Results) to Company or make any payments with respect to Company's continued use of the Services following expiration or termination.View More
Term and Termination. 16.1. Term. 16.1.Term. The term of this Agreement is the Term stated on the front pages of this Agreement, unless earlier terminated as provided in this Agreement. 16.2. Termination. (a) Either 16.2.Termination. (a)Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement: (i) where (i)where the breach is incapable of remedy; (ii) where (ii)where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 da...ys after receiving notice from the other party; or (iii) more (iii)more than twice even if the previous breaches were remedied. (b) Either party may terminate this Agreement effective January 31, 2018 by providing notice of termination to the other party at least sixty (60) days prior to January 31, 2018. (c) Google (b)Google reserves the right to suspend or terminate Company's use of any Services that are alleged or reasonably believed by Google to infringe or violate a third party right. If any suspension of a Service under this subsection 16.2(b) continues for more than 6 months, Company may immediately terminate this Agreement upon notice to Google. (d) Google (c)Google may terminate this Agreement, or the provision of any Service, immediately with notice if pornographic content that is illegal under U.S. law is displayed on any a Site or Approved Client Applications. (e) Upon Application. CONFIDENTIAL ~ DMS Template ID: 1256342 (v2.10) ~ pg. 10 CONFIDENTIAL TREATMENT REQUESTED (d)Upon the expiration or termination of this Agreement for any reason: (i) all (i)all rights and licenses granted by each party will cease immediately; and (ii) if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party; and (iii) any continued use of the Services will be subject to Google's then standard terms and conditions available at www.google.com/adsense/localized-terms, provided that Google will not be obligated to provide the Services (including Results) to Company or make any payments with respect to Company's continued use of the Services following expiration or termination. party. View More
Term and Termination. 16.1. 14.1. Term. The term of this Agreement is the Term stated on the front pages of this Agreement, unless earlier terminated as provided in this Agreement. 16.2. 14.2. Termination. (a) Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement: (i) where the breach is incapable of remedy; (ii) where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party...; or (iii) more than twice even if the previous breaches were remedied. (b) Either party may terminate this Agreement effective January 31, 2018 Google may, with 30 days' prior notice to Company, remove or require Company to remove [*****] from any Site or set of pages on a Site on which [*****]. (c) If Google reasonably believes that the traffic generated from Company's use of CSE, the triggering of Ads by providing notice CSE or the query autocomplete feature provided through CSE adversely impacts advertisers or the Services, results in material complaints to Google, or has become detrimental to Google's CSE business, Google may, respectively, suspend CSE, the triggering of termination Ads by CSE or Company's use of the query autocomplete feature, in each case for as long as necessary (in Google's reasonable discretion) to fix the other party at least sixty (60) days prior to January 31, 2018. (c) issue. (d) Google reserves the right to suspend or terminate Company's use of any Services that are alleged or reasonably believed by Google to infringe or violate a third party right. If any suspension of a Service under this subsection 16.2(b) 14.2(c) continues for more than 6 months, [*****], Company may immediately terminate this Agreement upon notice to Google. (d) Confidential material redacted and filed separately with the Securities and Exchange Commission. (e) Google may terminate this Agreement, or the provision of any Service, immediately with notice if pornographic content that is illegal under U.S. law is displayed on any Site or Approved Client Applications. (e) Site. (f) Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted by each party will cease immediately; (ii) if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party; and (iii) any continued use of the Services will be subject to Google's then standard terms and conditions available at www.google.com/adsense/localized-terms, provided that Google will not be obligated to provide the Services (including Results) to Company or make any payments with respect to Company's continued use of the Services following expiration or termination. View More
Term and Termination. 16.1. 17.1. Term. The term of this Agreement is the Term stated on the front pages of this Agreement, unless earlier terminated as provided in this Agreement. 16.2. 17.2. Termination. (a) Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement: (i) where the breach is incapable of remedy; remedy [*]; (ii) where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the... other party; or (iii) [*] more than twice [*], even if the previous breaches were remedied. (b) Either party Violations of terms and conditions of this Agreement by a Syndicated Property will be handled under Section 8.2(a). Google may terminate this Agreement effective January 31, 2018 if there are [*] or more violations of this Agreement by any of the Syndicated Properties. (c) On the two year anniversary of the Effective Date ("Two Year Anniversary"), Company may terminate this Agreement by providing notice of termination to the other party at least sixty (60) Google no later than ninety (90) days prior to January 31, 2018. (c) the Two Year Anniversary. (d) Google reserves the right to suspend or terminate Company's use of any Services that are alleged or reasonably believed by Google to infringe or violate a third party right. If any suspension of a Service under this subsection 16.2(b) 17.2(d) continues for more than 6 months, Company may immediately terminate this Agreement upon notice to Google. (d) (e) Google may terminate this Agreement, or the provision of any Service, immediately with notice if pornographic content that is illegal under U.S. [*] law is displayed on any Site Site, [*]. (f) If [*], Google may stop returning Ads in response to Alternative Search Queries or Approved Client Applications. (e) require Company to cease or modify the use or implementation of any Alternative Search Queries. * Information redacted pursuant to a confidential treatment request by Blucora, Inc. under 5 U.S.C. §552(b)(4) and 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2, and submitted separately with the Securities and Exchange Commission. 13 (g) Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted by each party will cease immediately; and (ii) if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party; and (iii) any continued use of the Services will be subject to Google's then standard terms and conditions available at www.google.com/adsense/localized-terms, provided that Google will not be obligated to provide the Services (including Results) to Company or make any payments with respect to Company's continued use of the Services following expiration or termination. party. View More
Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by a Party in accordance with this Section 10.1. A Party may terminate this Agreement at its discretion by giving written notice to the other Parties at least sixty (60) days before the proposed termination date. Section 12.14 and Article 6 shall survive the termination of this Agreement. The Service Recipients hereby specifically agree and acknowledge that all obligations of the Service Provider to provide any and... all Services shall immediately cease upon termination of this Agreement. The Service Provider hereby specifically agrees and acknowledges that all of its rights to use Marks pursuant to Article 8 of this Agreement shall immediately cease upon termination of this Agreement. To the extent permitted by applicable law, no Party shall be liable to another Party for, and each Party hereby expressly waives any right to, any termination compensation of any kind or character whatsoever, to which such Party may be entitled solely by virtue of termination of this Agreement. 10.2 Rights and Duties on Termination. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party's Confidential Information, and the Service Recipients shall pay Service Provider all accrued and unpaid fees for Services performed through the date of termination.View More
Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by a Party in accordance with this Section 10.1. A Party 13.1 (the "Term"). The Service Provider may terminate this Agreement at its discretion by giving written notice to the other Parties Service Recipients at least sixty (60) ninety (90) days before the proposed termination date. Each Service Recipient may terminate this Agreement 13 solely with respect to itself at its discretion by giving written notice to the... Service Provider at least ninety (90) days before the proposed termination date. Article 1, Article 5, Article 6, Article 7, Section 12.14 9.4, Article 10, Article 12, Section 13.2 and Article 6 15 shall survive the termination of this Agreement. The Each Service Recipients Recipient hereby specifically agree agrees and acknowledge acknowledges that all obligations of the Service Provider to provide any and all Services shall immediately cease upon termination of this Agreement. The Service Provider hereby specifically agrees and acknowledges that all of its rights to use Marks pursuant to Article 8 of this Agreement shall immediately cease after a reasonable and mutually-agreed wind-down period commencing upon termination of this Agreement. To the extent permitted by applicable law, no Party shall be liable to another Party for, and each Party hereby expressly waives any right to, any termination compensation of any kind or character whatsoever, to which such Party may be entitled solely by virtue of termination of this Agreement. 10.2 13.2 Rights and Duties on Termination. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party's Parties' Confidential Information, and the Service Recipients shall pay the Service Provider all accrued and unpaid fees for Services performed through the date of termination. View More
Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by a Party in accordance with this Section 10.1. A Party 13.1 (the "Term"). The Service Provider may terminate this Agreement at its discretion by giving written notice to the other Parties Service Recipients at least sixty (60) ninety (90) days before the proposed termination date. Each Service Recipient may terminate this Agreement solely with respect to itself at its discretion by giving written notice to the Se...rvice Provider at least ninety (90) days before the proposed termination date. Article 1, Article 5, Article 6, Article 7, Section 12.14 9.4, Article 10, Article 12, Section 13.2 and Article 6 15 shall survive the termination of this Agreement. The Each Service Recipients Recipient hereby specifically agree agrees and acknowledge acknowledges that all obligations of the Service Provider to provide any and all Services shall immediately cease upon termination of this Agreement. The Service Provider hereby specifically agrees and acknowledges that all of its rights to use Marks pursuant to Article 8 of this Agreement shall immediately cease after a 13 reasonable and mutually-agreed wind-down period commencing upon termination of this Agreement. To the extent permitted by applicable law, no Party shall be liable to another Party for, and each Party hereby expressly waives any right to, any termination compensation of any kind or character whatsoever, to which such Party may be entitled solely by virtue of termination of this Agreement. 10.2 13.2 Rights and Duties on Termination. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party's Parties' Confidential Information, and the Service Recipients shall pay the Service Provider all accrued and unpaid fees for Services performed through the date of termination. View More
Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by a Party in accordance with this Section 10.1. A Party 13.1 (the "Term"). The Service Provider may terminate this Agreement at its discretion by giving written notice to the other Parties Service Recipients at least sixty (60) ninety (90) days before the proposed termination date. Each Service Recipient may terminate this Agreement 13 solely with respect to itself at its discretion by giving written notice to the... Service Provider at least ninety (90) days before the proposed termination date. Article 1, Article 5, Article 6, Article 7, Section 12.14 9.4, Article 10, Article 12, Section 13.2 and Article 6 15 shall survive the termination of this Agreement. The Each Service Recipients Recipient hereby specifically agree agrees and acknowledge acknowledges that all obligations of the Service Provider to provide any and all Services shall immediately cease upon termination of this Agreement. The Service Provider hereby specifically agrees and acknowledges that all of its rights to use Marks pursuant to Article 8 of this Agreement shall immediately cease after a reasonable and mutually-agreed wind-down period commencing upon termination of this Agreement. To the extent permitted by applicable law, no Party shall be liable to another Party for, and each Party hereby expressly waives any right to, any termination compensation of any kind or character whatsoever, to which such Party may be entitled solely by virtue of termination of this Agreement. 10.2 13.2 Rights and Duties on Termination. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party's Parties' Confidential Information, and the Service Recipients shall pay the Service Provider all accrued and unpaid fees for Services performed through the date of termination. View More
Term and Termination. 7.1This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director's current term as a director of the Corporation, unless earlier terminated as provided in this Section. 7.2The term of service as a Director under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. 7.3Director may at any time, and for any reason, resign from such position subject to any other contractual obligation or... any obligation imposed by operation of law. 7.4Director may be removed from the Board or any Committee, with or without cause. 7.5This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. 7.6In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 7.7Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation.View More
Term and Termination. 7.1This Agreement shall be effective beginning on the date hereof hiseof and continuing until the last day of Director's Officer's current term as a director Officer of the Corporation, unless earlier terminated as provided in this Section. 7.2The term of service as a Director Officer under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. 7.3Director 7.3Officer may at any time, and for any reason, resign from such position su...bject to any other of this contractual obligation or any obligation imposed by operation of law. 7.4Director 7.4Officer may be removed from the Board or any Committee, with or without cause. cause, in accordance with the Charter and Bylaws or by majority vote of the controlling shareholder(s). 7.5This Agreement shall automatically terminate upon the death or disability of Director Officer or upon his resignation or removal from the Board. 7.6In the event of any termination of this Agreement, Director Officer agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 7.7Upon termination of this Agreement, the Corporation shall promptly pay Director Officer all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation. View More
Term and Termination. 7.1This 7.1 This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director's current term as a director of the Corporation, unless earlier terminated as provided in this Section. 7.2The This Agreement shall automatically renew upon the date of Director's reelection as a director of the Corporation. 7.2 The term of service as a Director under this Agreement shall begin upon the Effective Date of this Agreement. The Bylaws of the Corporation provide fo...r staggered voting for the Board of Directors. For purposes of staggered voting, the Board is divided into three Classes. The Director will be appointed as a Class II Director and the 2-year term of the director's service shall continue until the Corporation's 2021 fiscal year Annual Meeting of Shareholders as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. 7.3Director Thereafter, at the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual Shareholder's Meetings, the Director may stand for re-election for additional terms of two years. 7.3 Director may at any time, and for any reason, resign from said position with such position resignation being subject to any other continuing contractual obligation herein or any obligation imposed by operation of law. 7.4Director 7.4 Director may be removed from the Board or any Committee, with or without cause. 7.5This cause, in accordance with the Charter and Bylaws of the Corporation. 2 7.5 This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. 7.6In For purposes of this Section, "disability" shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days. 7.6 In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 7.7Upon Director agrees that the Corporation has the right of injunctive relief to enforce this provision. 7.7 Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation. View More
Term and Termination. 7.1This 7.1 This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director's current term as a director of the Corporation, unless earlier terminated as provided in this Section. 7.2The This Agreement shall automatically renew upon the date of Director's reelection as a director of the Corporation. 7.2 The term of service as a Director under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this... Section. 7.3Director 7.3 Director may at any time, and for any reason, resign from such position subject to any other contractual obligation or any obligation imposed by operation of law. 7.4Director 7.4 Director may be removed from the Board or any Committee, with or without cause. 7.5This 7.5 This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. 7.6In For purposes of this Section, "disability" shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days. 7.6 In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 7.7Upon Director agrees that the Corporation has the right of injunctive relief to enforce this provision. 7.7 Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation. 2 8. Proprietary Information, Inventions and Non-Competition. Director shall, concurrently with the execution of this Agreement, enter into a Proprietary Information, Inventions and Non-Competition Agreement with the Corporation substantially in the form attached hereto as Exhibit B. View More
Term and Termination. A. Term. The term of this Agreement will begin on the date of this Agreement and will continue until the earlier of (i) final completion of the Services or (ii) termination as provided in Section 6B. B. Termination. Either party may terminate this Agreement upon 30 days' prior written notice of such termination pursuant to Section 11F of this Agreement. In addition, the Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the ...Services or is in breach of any material provision of this Agreement. CONFIDENTIAL-3- C. Survival. Upon termination of this Agreement, all rights and duties of the Company and Consultant toward each other shall cease except: (i) The Company will pay, within 30 days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Section 1 of this Agreement; and (ii) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting Obligations), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Nonsolicitation) and Section 10 (Arbitration and Equitable Relief) will survive termination of this Agreement.View More
Term and Termination. A. Term. The term of this Agreement will begin on the date Effective Date of this Agreement and will continue until the earlier of (i) final completion of eighteen (18) months from the Services Effective Date, or (ii) termination as provided in Section 6B. 6.B, below (the "Term"). The Term may be renewed by mutual agreement of the Parties. B. Termination. Either party Party may terminate this Agreement for any reason upon 30 giving the other Party (1) thirty (30) days' prior written notice of su...ch termination pursuant to Section 11F 12.G of this Agreement. In addition, Agreement during the first year of the Term, and (2) sixty (60) days' prior written notice of such termination pursuant to Section 12.G of this Agreement after the first year of the Term. The Company may terminate this Agreement immediately and without prior notice if Consultant Contractor refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. CONFIDENTIAL-3- C. Survival. Upon termination of this Agreement, any termination, all rights and duties of the Company and Consultant Contractor toward each other shall cease except: (i) (1) The Company will pay, within 30 thirty (30) days after the effective date of termination, all amounts owing to Consultant Contractor for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Section 1 of this Agreement; and (ii) The Healing Company, Inc. Independent Contractor Agreement (Tobias) -4- (2) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting Obligations), Section 5 (Return of Company Materials), Section 6 (Term and Termination), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Nonsolicitation) and (Non-solicitation), Section 10 (Limitation of Liability), Section 11 (Arbitration and Equitable Relief) Relief), and Section 12 (Miscellaneous) will survive termination or expiration of this Agreement. Agreement in accordance with their terms. View More
Term and Termination. A. (a) Term. The initial term of this Agreement will begin on the date of this Agreement shall be three years and will continue until the earlier of (i) final completion of the Services services or (ii) termination as provided in Section 6B. B. 6(b). (b) Termination. Either party may terminate this Agreement upon giving the other party 30 days' prior written notice of such termination pursuant to Section 11F of this Agreement. In addition, the termination. The Company may terminate this Agreemen...t immediately and without prior notice if Consultant Director refuses to or or, at Company's sole discretion, it determines, (i) Director is unable to perform the Services services or (ii) Director is in breach of any material provision of this Agreement. CONFIDENTIAL-3- C. (c) Survival. Upon termination of this Agreement, such termination, all rights and duties of the Company and Consultant Director toward each other shall cease except: (i) The Company will pay, within 30 days after the effective date of termination, all amounts owing to Consultant Director for Services services completed and accepted by the Company prior to the termination date and related expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Section 1 3 of this Agreement; and (ii) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 5 (Conflicting Obligations), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Nonsolicitation) Contractor), and Section 10 (Arbitration and Equitable Relief) (Confidentiality) will survive termination of this Agreement. View More
Term and Termination. A. 6.1 Term. The term of this Agreement will begin on the date of this Agreement and will continue until the earlier of (i) final completion of the Services May 15, 2016 or (ii) termination as provided in Section 6B. B. 6.2. 6.2 Termination. Either party may terminate this Agreement upon 30 days' prior written notice of such termination pursuant to Section 11F of this Agreement. In addition, the The Company may terminate this Agreement immediately and without prior notice if Consultant refuses t...o or is unable to perform the Services or is in material breach of any material provision of this Agreement. CONFIDENTIAL-3- C. Agreement and such breach, if capable of being remedied, has remained uncured for thirty (30) days after notice is given by Company to Consultant. 6.3 Survival. Upon termination of this Agreement, such termination, all rights and duties of the Company and Consultant toward each other shall cease except: (i) (a) The Company will shall pay, within 30 days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Section 1 of this Agreement; and (ii) (b) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting Obligations), Section 7 8 (Independent Contractor; Benefits), Section 8 (Indemnification), Contractor), Section 9 (Nonsolicitation) (Indemnification) and Section 10 11 (Arbitration and Equitable Relief) will Relief), and each sub-Section under such Sections, shall survive termination of this Agreement. View More
Term and Termination. 14.1 Term. The term of this Agreement and the "Consulting Period" is from the Effective Date set forth above for twelve (12) months (the "Term"), unless earlier terminated as provided in this Agreement. 14.2 Termination. (a) Automatic Termination. If Consultant fails to timely execute the Transition Agreement according to its terms, then this Agreement will automatically terminate effective at the end of the date by which Consultant is required to execute the Transition Agreement. If Consultant ...revokes his acceptance of the Transition Agreement within seven (7) days after executing the Transition Agreement, then this Agreement will automatically terminate on the day of such revocation. (b) Termination upon Notice. Either party may terminate this Agreement for any reason, or no reason, upon thirty (30) days' advance written notice. (c) Termination upon Breach. The Client may terminate this Agreement before its expiration if the Consultant materially breaches the Agreement, which material breach remains uncured for ten (10) days following the Client's written notice to Consultant, detailing the specific circumstances surrounding any such breach. The parties agree that a "Material Breach" by Consultant shall occur if he: (i) materially and demonstrably fails to provide services contemplated hereunder as reasonably requested by the Client; or (ii) breaches any other material obligations of this Agreement that causes or is reasonably likely to harm the Company in any material manner. 14.3 Effect of Termination. Upon any termination or expiration of this Agreement, Consultant (i) shall immediately discontinue all use of Client's Confidential Information delivered under this Agreement; (ii) shall delete any such Client Confidential Information from Consultant's computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) shall return to Client, or, at Client's option, destroy, all copies of such Confidential Information then in Consultant's possession. In the event the Client terminates this Agreement, or if Consultant terminates this Agreement, Consultant will not receive any additional consulting fees or other compensation for services performed after the date of termination, other than as set forth herein. 14.4 Survival. The rights and obligations contained in Sections 3-6, 8-9, 12, 14.3, 14.4, and 15-23 will survive any termination or expiration of this Agreement.View More
Term and Termination. 14.1 Term. The term of this Agreement and the "Consulting Period" is from the Effective Date set forth above for twelve (12) months (the "Term"), and until May 31, 2021, unless earlier terminated as provided in this Agreement. 14.2 Termination. (a) Automatic Termination. If Scope and Limitation of Consulting Services. The Client will reasonably notify Consultant fails to timely execute the Transition Agreement according to its terms, then this Agreement will automatically terminate effective at ...the end in writing of the date by which need for his services at least 7 days prior to such need if such need requires Consultant is required to execute travel and/or will require 4 to 8 continuous hours of consulting services; otherwise the Transition Agreement. If Client will reasonably and timely notify Consultant revokes his acceptance in writing of the Transition Agreement within seven (7) days after executing need for his services. The Client understands that all consulting services provided by Consultant to the Transition Agreement, then this Agreement Client will automatically terminate on the day be subject to Consultant's personal and business schedule, and that all scheduling of such revocation. (b) Termination upon Notice. Either party may terminate this Agreement for any reason, or no reason, upon thirty (30) days' advance written notice. (c) Termination upon Breach. Consultant's service will be scheduled by Consultant in his reasonable discretion. 14.3 Termination. The Client may terminate this Agreement before its expiration immediately only if the Consultant materially breaches commits a Material Breach. The Consultant may terminate this Agreement at any time for any reason or for no reason upon timely written notification to the Agreement, which material breach remains uncured for ten (10) days following the Client's written notice to Consultant, detailing the specific circumstances surrounding any such breach. Client. The parties agree that a "Material Breach" by Consultant shall occur if he: (i) materially breaches this Agreement or the At-Will Employment, Confidential Information, and demonstrably Invention Assignment between Consultant and the Client dated November 16, 2015 ("Confidentiality Agreement") or the Separation Agreement and Release with the Client dated [DATE] ("Separation Agreement"); (ii) fails to provide services contemplated hereunder as reasonably requested by the Executive; (iii) engages in any act of dishonesty, fraud or misrepresentation with respect to the Client; or (ii) breaches any other material obligations of this Agreement that causes (iv) violates federal, state, or is reasonably likely to harm the Company in any material manner. 14.3 local criminal law (excluding traffic and parking violations). 14.4 Effect of Termination. Upon any termination or expiration of this Agreement, Consultant (i) shall immediately discontinue all use of Client's Confidential Information delivered under this Agreement; (ii) will cease being considered a Service Provider, as defined in any agreements between Consultant and the Client; (iii) shall delete any such Client Confidential Information from Consultant's computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) (iv) shall return to Client, or, at Client's option, destroy, all copies of such Confidential Information then in Consultant's possession. Notwithstanding anything to the contrary in any other Client policy, or agreement between Consultant and Client, in the event of the termination of this Agreement by Consultant, Consultant acknowledges and agrees that such termination shall not qualify as a resignation for Good Reason, termination by the Client for any reason, Retirement, or any other designation (as such terms may be used or defined in any such policies or agreements) that entitles Consultant to any separation pay, severance, vesting, health insurance, or other benefit under any Client policy or agreement with Client. In the event of the Client terminates termination of this Agreement, or if Consultant terminates this Agreement, Agreement by either Party (to the extent permitted hereunder), Consultant will not receive any additional consulting fees or other compensation for services performed after as of the date of termination, other than as set forth herein. 14.4 termination. 14.5 Survival. The rights and obligations contained in Sections 3-6, 8-9, 12, 13, 14.3, 14.4, and 15-23 15-22 will survive any termination or expiration of this Agreement. View More
Term and Termination. 14.1 15.1 Term. The term of this Agreement and the "Consulting Period" is for 12 months from the Effective Date set forth above for twelve (12) months (the "Term"), above, unless earlier terminated as provided in this Agreement. 14.2 15.2 Termination. (a) Automatic Termination. If Consultant fails to timely execute the Transition Agreement according to its terms, then this Agreement will automatically terminate effective at the end of the date by which Consultant is required to execute the Trans...ition Agreement. If Consultant revokes his acceptance of the Transition Agreement within seven (7) days after executing the Transition Agreement, then this Agreement will automatically terminate on the day of such revocation. (b) Termination upon Notice. Either party may terminate this Agreement for any reason, or no reason, upon thirty (30) days' advance written notice. (c) Termination upon Breach. The Client may terminate this Agreement before its expiration immediately if the Consultant materially breaches the Agreement, which material breach remains uncured for ten (10) days following the Client's written notice to Consultant, detailing the specific circumstances surrounding any such breach. Agreement. The parties agree that a "Material Breach" by Consultant shall occur if he: (i) materially and demonstrably fails to abide by any recognized professional standard, including any ethical standard; (ii) fails to provide services contemplated hereunder as reasonably requested by the Executive; (iii) secures other full-time employment that prohibits his ability to provide services to the Client; or (ii) (iv) breaches any other material obligations of this Agreement that causes Agreement, or is reasonably likely to harm the Company in any material manner. 14.3 (v) violates local, state, or federal laws. 6 15.3 Effect of Termination. Upon any termination or expiration of this Agreement, Consultant (i) shall immediately discontinue all use of Client's Confidential Information delivered under this Agreement; (ii) shall delete any such Client Confidential Information from Consultant's computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) shall return to Client, or, at Client's option, destroy, all copies of such Confidential Information then in Consultant's possession. In the event the Client terminates this Agreement, or if Consultant terminates this Agreement, Consultant will not receive any additional consulting fees or other compensation for services performed after as of the date of termination, other than as set forth herein. 14.4 termination. 15.4 Survival. The rights and obligations contained in Sections 3-6, 8-9, 12, 14.3, 14.4, 13-14, 15.3, 15.4, and 15-23 16-24 will survive any termination or expiration of this Agreement. View More
Term and Termination. 14.1 Term. The term of this Agreement and the "Consulting Period" is from the Effective Date set forth above for twelve (12) months (the "Term"), and until November 22, 2021, unless earlier terminated as provided in this Agreement. 14.2 Termination. (a) Automatic Termination. If Consultant fails to timely execute the Transition Agreement according to its terms, then this Agreement will automatically terminate effective at the end of the date by which Consultant is required to execute the Transit...ion Agreement. If Consultant revokes his acceptance of the Transition Agreement within seven (7) days after executing the Transition Agreement, then this Agreement will automatically terminate on the day of such revocation. (b) Termination upon Notice. Either party may terminate this Agreement for any reason, or no reason, upon thirty (30) days' advance written notice. (c) Termination upon Breach. The Client may terminate this Agreement before its expiration if the Consultant materially breaches the Agreement, which material breach remains uncured immediately for ten (10) days following the Client's written notice to Consultant, detailing the specific circumstances surrounding any such breach. Consultant's Material Breach of this Agreement. The parties agree that a "Material Breach" by Consultant shall occur if he: he/she: (i) materially and demonstrably fails to abide by any recognized professional standard, including any ethical standard; (ii) fails to provide services contemplated hereunder as reasonably requested by the Executive; (iii) secures full-time employment that prohibits his/her ability to provide services to the Client; or (ii) (iv) breaches any other material obligations of this Agreement that causes Agreement, or is reasonably likely to harm the Company in any material manner. (v) violates local, state, or federal laws. 14.3 Effect of Termination. Upon any termination or expiration of this Agreement, Consultant (i) shall immediately discontinue all use of Client's Confidential Information delivered under this Agreement; (ii) shall delete any such Client Confidential Information from Consultant's computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) shall return to Client, or, at Client's option, destroy, all copies of such Confidential Information then in Consultant's possession. In the event the Client terminates this Agreement, or if Consultant terminates this Agreement, Consultant will not receive any additional consulting fees or other compensation for services performed after as of the date of termination, other than as set forth herein. termination. 14.4 Survival. The rights and obligations contained in Sections 3-6, 8-9, 12, 13, 14.3, 14.4, and 15-23 15-24 will survive any termination or expiration of this Agreement. View More
Term and Termination. The term of this Agreement and the Independent Director's services hereunder shall be for one year from the Effective Date, unless terminated as provided for in this Section 5. This Agreement and the Independent Director's services hereunder shall terminate upon the earlier of the following: (a) Removal of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles of Incorporation or equivalent organizational documen...ts of the Company and applicable law; (b) Resignation of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company; or (c) Termination of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its sole discretion.View More
Term and Termination. The term of this Agreement and the Independent Director's services hereunder shall be for one year three (3) years from the Effective Date, unless terminated as provided for in this Section 5. This Agreement and the Independent Director's services hereunder shall terminate upon the earlier of the following: (a) Removal of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles of Incorporation or equivalent organi...zational documents of the Company and applicable law; (b) Resignation of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company; or (c) Termination of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its sole discretion. discretion; or (d) Failure of the stockholders of the Company to re-elect the Independent Director at the Company's annual shareholders' meeting. View More
Term and Termination. The term of this Agreement and the Independent Director's services hereunder shall be for one (1) year from the Effective Date, unless terminated as provided for in this Section 5. This Agreement and the Independent Director's services hereunder shall terminate upon the earlier of the following: (a) Removal of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles of Incorporation or equivalent organizational doc...uments of the Company and applicable law; (b) Resignation of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company; (c) Director's failure to be reelected by the Company's stockholders at a meeting duly called for such purpose; or (c) (d) Termination of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its sole discretion. View More
Term and Termination. The term of this Agreement and the Independent Director's services hereunder shall be for one (1) year from the Effective Date, unless terminated as provided for in this Section 5. This Agreement and the Independent Director's services hereunder shall terminate upon the earlier of the following: (a) Removal of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles of Incorporation or equivalent organizational doc...uments of the Company and applicable law; (b) Resignation of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company; (c) Director's failure to be reelected by the Company's stockholders at a meeting duly called for such purpose; or (c) (d) Termination of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its sole discretion. View More
Term and Termination. TERM: This Agreement shall be effective from April 1, 2021 to December 31, 2021 5.2. TERMINATION FOR CAUSE: This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 5.3. RETURN OF PROPRIETARY OR CONFIDENTIAL INFORMATION: Within ten (10) days after the termination or expiration of this Agreement, each p...arty shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know- how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. 2 5.4. PRODUCT: SOFTWARE DEVELOPER warrants that for a period of days with regard to the Exhibit attached and/or succeeding exhibits attached defining the scope of work , that the component of the Product or the Product itself will operate in accordance with all the material terms of the Product Specifications. SOFTWARE DEVELOPER shall correct the nonconformity or refund to COMPANY the dollar amount attributable to the number of actual hours SOFTWARE DEVELOPER spent developing the defective portion of the Product. 5.5. PERFORMANCE OF PROFESSIONAL SERVICES: SOFTWARE DEVELOPER warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel.View More
Term and Termination. TERM: This Agreement shall be effective from April 1, 2021 (start date) to December 31, 2021 (end date). 5.2. TERMINATION FOR CAUSE: This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 5.3. RETURN OF PROPRIETARY OR CONFIDENTIAL INFORMATION: Within ten (10) days after the termination or expiration ...of this Agreement, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know- how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. 2 Communication & Advertising Services Agreement 5.4. PRODUCT: SOFTWARE DEVELOPER ADVERTISING: ADVERTISER warrants that for a period of ___ days with regard to the Exhibit attached and/or succeeding exhibits attached defining the scope of work , that the component of the Product Advertising Materials or the Product Advertising itself will operate in accordance with all the material terms of the Product Specifications. SOFTWARE DEVELOPER Advertising specifications. ADVERTISER shall correct the nonconformity or refund to COMPANY the dollar amount attributable to the number of actual hours SOFTWARE DEVELOPER ADVERTISER spent developing the defective portion of the Product. Advertising materials. 5.5. PERFORMANCE OF PROFESSIONAL SERVICES: SOFTWARE DEVELOPER ADVERTISER warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel. View More
Term and Termination. TERM: This Agreement shall be effective from April 1, 2021 to December 31, 2021 as of the Effective Date and shall continue in effect until complete payment of the Fee upon development of the product by the Company in conformity with the Scope of Work as mentioned and Product specifications as mentioned in exhibit A or until earlier terminated by either or both the parties. 5.2. TERMINATION FOR CAUSE: This Agreement may be terminated by either party upon written notice to the other, if the other... party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 5.3. EFFECT OF TERMINATION: Client shall pay Company for all services rendered and work performed up to the effective date of termination for any reason subject to Client's rights to only pay fair value if Client terminates for cause. Company shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt. 5.4. RETURN OF PROPRIETARY OR CONFIDENTIAL INFORMATION: Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know- how, know-how, 7 business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. 2 5.4. PRODUCT: SOFTWARE DEVELOPER warrants that for a period of days with regard to the Exhibit attached and/or succeeding exhibits attached defining the scope of work , that the component of the Product or the Product itself will operate in accordance with all the material terms of the Product Specifications. SOFTWARE DEVELOPER shall correct the nonconformity or refund to COMPANY the dollar amount attributable to the number of actual hours SOFTWARE DEVELOPER spent developing the defective portion of the Product. 5.5. PERFORMANCE OF PROFESSIONAL SERVICES: SOFTWARE DEVELOPER warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel.View More
Term and Termination. 8.1. Term. This Agreement commences on the Effective Date and remains in effect until (a) the expiration of all issued patents within the Patent Rights or (b) for [*] years after the Effective Date if no patents have issued within the Patent Rights within that [*] year period, unless earlier terminated in accordance with the provisions of this Agreement. 8.2. Voluntary Termination by Company. Company may terminate this Agreement for any reason upon [*] days prior written notice to University. 8....3. Termination for Default. If either party commits a material breach of its obligations under this Agreement and fails to cure that breach within [*] days after receiving written notice of the breach, the other party may terminate this Agreement immediately upon written notice to the party in breach. If the alleged breach involves nonpayment of any amounts due University under this Agreement, Company has only one opportunity to cure a material breach for which it receives notice as described above. Any subsequent material breach by Company will entitle University to terminate this Agreement immediately upon written notice to Company, without the [*] day cure period. 8.4. Force Majeure. Neither party is responsible for delays resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove those causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever the causes are removed. 14 8.5. Effect of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 1 and 9; Sections 3.2., 3.5., 5.2. (obligation to provide final report and payment), 5.5., 6.4., 7.1., 7.3., 8.4., and 10.9. Upon the early termination of this Agreement, Company and its Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (a) Company is current in payment of all amounts due University under this Agreement, (b) Company pays University the applicable royalty and Sublicense Income on sales of Licensed Products in accordance with the terms of this Agreement, and (c) Company and its Sublicensees complete and sell all work-in-progress and inventory of Licensed Products within [*] months after the effective date of termination.View More
Term and Termination. 8.1. Term. This Agreement commences on the Effective Date and remains in effect until (a) the expiration of all issued patents within the Patent Rights or (b) for [*] years after the Effective Date if no patents have issued within the Patent Rights within that [*] year period, Royalty Term (see Section 4.5) unless earlier terminated in accordance with the provisions of this Agreement. Upon the expiration of the Royalty Term, the licenses granted to Company hereunder shall automatically become pe...rpetual, royalty-free, fully paid up and irrevocable. 8.2. Voluntary Termination by Company. Company may terminate this Agreement for any reason upon [*] days ninety (90) days' prior written notice to University. University; provided, however that if Company elects to terminate this Agreement during the Royalty Term, Company agrees that it shall lose all rights hereunder to make, use, sell, have made, have used or have sold Licensed Products. 8.3. Termination for Default. If either party commits a material breach of its obligations under this Agreement and fails to cure that breach within [*] days [**] after receiving written notice of the breach, the other party may terminate this Agreement immediately upon written notice to the party in breach. If Notwithstanding the alleged foregoing, if Company commits a breach involves nonpayment of any amounts due University its payment obligations under this Agreement, Company has only one opportunity Agreement and fails to cure the breach within the applicable cure periods as specified under subparts (a), (b) or (c) of this Section 8.3, which cure periods begin upon delivery of notice of breach by University to Company, University may terminate this Agreement upon written notice to Company: (a) [**] following the first notice of payment breach, (b) [**] following the second notice of a material breach payment breach, (c) [**] following the third notice of a payment breach, and (d) immediately upon receipt of the fourth or subsequent notice of a payment breach, for which it receives no cure period will be available. In addition, following the third notice as described above. Any of an uncured payment breach, any subsequent material breach by Company will entitle University to terminate this Agreement immediately upon written notice to Company, without the [*] day any cure period. For avoidance of doubt, with respect to any purported payment obligation that is disputed by Company in good faith, Company's non-payment with respect to such purported payment obligation shall not be considered a breach. 8.4. Force Majeure. Neither party is responsible for delays resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, war, strike, act of terrorism or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove those causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever the causes are removed. 14 8.5. Effect of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 1 and 9; Sections 3.2., 3.5., 3.3., 3.4., 3.6(b)., 5.2. (obligation to provide final report and payment), 5.3., 5.4., 5.5., 6.4., 5.6., 5.7., 5.8., 6.3. (but only for patent-related expenses incurred until date of termination), 7.1., 7.3., 8.4., 7.2., 8.5., 10.7., 10.8., 10.9. and 10.9. 10.10. Upon the early termination of this Agreement, Company and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (a) Company is current in payment of all amounts due University under this Agreement, (b) Company pays University the applicable royalty and Sublicense Income on sales of Licensed Products in accordance with the terms of this Agreement, and (c) Company and its Affiliates and Sublicensees complete and sell all work-in-progress and inventory of Licensed Products within [*] months [**] after the effective date of termination. Furthermore, upon any early termination of this Agreement, Company shall have the right to elect that any then-existing Sublicense Agreements survive as direct licenses from University (so long as the applicable Sublicensees are not in breach of any material obligation under this Agreement and its Sublicense Agreement) and University will accept any such survival elected by Company, provided however such Sublicense Agreement is modified to reflect University's status as a tax exempt agency of the Commonwealth of Massachusetts (e.g., state law, indemnification). Each surviving Sublicense Agreement will remain in full force and effect with University as the licensor instead of Company, but the duties and obligations of University under the surviving Sublicense Agreement will not be greater than those of the University under this Agreement and the rights of University under the Sublicense Agreement will not be less than its rights under this Agreement. View More
Term and Termination. 8.1. Term. This The Agreement commences on the Effective Date will continue in full force and remains in effect until (a) the expiration last to expire Valid Claim of all issued patents within the Patent Rights or (b) for [*] years after the Effective Date if no patents have issued within the Patent Rights within that [*] year period, Licensed Patents, unless earlier terminated in accordance with the provisions of this Agreement. terminated. 8.2. Voluntary Termination by Company. Company may ter...minate this Agreement for any reason upon [*] days thirty (30) days' prior written notice to University. University; provided, however that if Company elects to terminate this Agreement during the applicable royalty term set forth in Section 4.5, Company agrees that it shall lose all rights to make, use, sell, have made, have used or have sold Licensed Products or Licensed Services. 8.3. Termination for Default. If either party Company commits a material breach of its obligations under this Agreement and fails to cure that breach within [*] days after receiving written notice [**] in the case of the breach, the other party payment breaches), University may terminate this Agreement immediately upon written notice to the party in breach. If the Company. As to alleged breach involves breaches involving nonpayment of any amounts due University under this Agreement, Company has shall have only one opportunity [**] opportunities to cure a such material breach breaches for which it receives notice as described above. Any A [**] or subsequent material breach by Company of its payment obligations hereunder will entitle University to terminate this Agreement immediately upon written notice to Company, without the [*] day a [**] cure period. 8.4. Force Majeure. Neither party is responsible for delays resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, war, strike, act of terrorism or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove those causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever the causes are removed. 14 8.5. Effect of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 1 and 9; Sections 3.2., 3.5., 3.3., 3.4., 3.6., 5.2. (obligation to provide final report and payment), 4.9., 5.3., 5.4., 5.5., 6.4., 5.6., 5.7., 5.8., 6.3., 7.1., 7.3., 8.4., 7.2., 8.5. and 10.9. Upon the early termination of this Agreement, Company and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (a) Company is current in payment of all amounts due University under this Agreement, (b) Company pays University the applicable royalty and Sublicense Income on sales of Licensed Products in accordance with the terms of UNIVERSITY Exclusive License Agreement (equity) (version 11/2007, rev 8-09) this Agreement, and (c) Company and its Affiliates and Sublicensees complete and sell all work-in-progress and inventory of Licensed Products within [*] months [**] after the effective date of termination. Upon the expiration or termination of this Agreement, any sublicense granted by Company shall survive such termination if the applicable Sublicensee is not in breach of its obligations under the applicable Sublicense Agreement, provided that the terms of Section 4.8 shall be void and University shall continue to be entitled to receive all amounts payable hereunder with respect to such Sublicensee's exercise of such surviving rights as if this Agreement remained in force. View More
Term and Termination. 8.1. Term. This Agreement commences on the Effective Date and remains in effect until (a) the expiration or abandonment of all issued patents within Valid Claims or the Patent Rights or (b) for [*] years after the Effective Date if no patents have issued within the Patent Rights within that [*] year period, unless earlier terminated in accordance with the provisions of this Agreement. 8.2. Voluntary Termination by Company. Company may terminate this Agreement for any reason upon [*] days ninety ...(90) days' prior written notice to University. 8.3. Termination for Default. If either party commits a material breach of its obligations under this Agreement and fails to cure that breach within [*] sixty (60) days after receiving written notice of the breach, the other party may terminate this Agreement immediately upon written notice to the party in breach. If breach, unless such the alleged breach is deputed by either party, in which case termination shall not occur until the dispute resolution procedures under section 9 of this agreement have concluded. Notwithstanding the previous sentence, if the alleged breach involves nonpayment of any amounts due University under this Agreement, Company has only one opportunity to cure a material breach for which it receives notice as described above. Any subsequent material breach by Company will entitle University to terminate this Agreement immediately upon written notice to Company, without the [*] day sixty-day cure period. period or the use of the dispute resolution procedure. 8.4. Force Majeure. Neither party is responsible for delays resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, war, strike, act of terrorism or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove those causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever the causes are removed. 14 8.5. Effect of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 1 and 9; Sections 3.2., 3.5., 3.3., 3.4, 3.6., 5.2. (obligation to provide final report and payment), 5.3., 5.4., 5.5., 5.6., 5.7., 5.8., 6.4., 7.1., 7.3., 8.4., 7.2., 8.5 and 10.9. Upon the early termination of this Agreement, Company and its Sublicensees Affiliates may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (a) Company is current in payment of all amounts due University under this Agreement, (b) Company pays University the applicable royalty and Sublicense Income on sales of Licensed Products in accordance with the terms of this Agreement, and (c) Company and its Sublicensees Affiliates complete and sell all work-in-progress and inventory of Licensed Products within [*] twelve (12) months after the effective date of termination. termination, and (d) provided Sublicenses are modified in accordance with Section 2.2 to satisfaction of the University. View More
