Term and Termination Clause Example with 4 Variations from Business Contracts
This page contains Term and Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Term and Termination" Clause from Business Contracts
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
Term and Termination. 8.1. 6.1. 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, Date, unless earlier terminated in accordance with the provisions of this Agreement. 8.2. Company may renew the Agreement for an additional [*] year term provided University receives a written request (together with a... report showing current sales of Licensed Products) for renewal no later than [*] days prior to the [*] anniversary of the Effective Date, provided that Company is in compliance with the terms of the Agreement. 6.2. Voluntary Termination by Company. Company may terminate this Agreement for any reason upon [*] days prior written notice to University. 8.3. 6.3. Termination for Default. If either party commits a material breach of its obligations under this Agreement and fails to cure that breach or commence commercially reasonable efforts to cure such breach as determined by the University's reasonable judgment 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. 6.4. 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. 6.5. Effect of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 1 and 9; 7; Sections 3.2., 3.5., 5.2. (obligation to provide final report 3.4. (if applicable), 5.4., 6.5., and payment), 5.5., 6.4., 7.1., 7.3., 8.4., and 10.9. 8.11. 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, and (b) Company pays University the applicable royalty completes 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 sells all work-in-progress and inventory of Licensed Products within [*] months after the effective date of termination. Otherwise, upon the expiration or early termination of this Agreement, Company will return any remaining Biological Materials to the University at Company's expense. View More
