Term and Termination Contract Clauses (2,602)

Term and Termination. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Consultant is performing Services pursuant to the Statement of Work. 8.2 Termination for Breach. Either party may terminate this Agreement (including the Statement of Work) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof... from the non-breaching party. 8.3 Termination for Convenience. Company may terminate this Agreement (including the Statement of Work) at any time, for any reason or no reason, upon at least thirty (30) days written notice to Consultant. 8.4 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Company all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Company, if any; (ii) Consultant will promptly deliver to Company all Confidential Information in Consultant's possession or control; and (iii) Company will pay Consultant any accrued but unpaid fees due and payable to Consultant pursuant to Section 2. 8.5 Survival. The rights and obligations of the parties under Sections 2, 3.2, 3.3, 4, 5, 6.3, 6.5, 7, and 8.4 will survive the expiration or termination of this Agreement. View More

Term and Termination. 7.1 Term. This Agreement will commence on the Effective Date and continue for the term specified on the Business Terms (the "Term"), unless sooner terminated pursuant to the express terms of this Section 7 or extended by mutual agreement of the parties. 7.2 Termination for Breach. If either party breaches in any material respect any of its obligations under this Agreement, in addition to any other right or remedy, the non-breaching party may terminate this Agreement in the event that the breach ...is not cured within ten (10) days after receipt by that party of written notice of the breach. 7.3 Termination by Either Party. Either party may terminate this Agreement (a) immediately at any time upon written notice to the other party in the event of a breach of this Agreement by non-terminating party which cannot be cured (e.g., breach of the confidentiality obligation) and/or (b) at any time without cause upon not less than thirty (30) days' prior written notice to the other party. In addition, the Company may terminate this Agreement immediately at any time upon written notice to Consultant in the event Consultant revokes his acceptance of the Separation Agreement (as defined below). 7.4 Effect of Expiration/Termination. Upon expiration or termination of this Agreement, neither the Company nor Consultant will have any further obligations under this Agreement, except (a) for liabilities accrued through the date of termination, and (b) the obligations under Sections 3, 4, 5, 6, 7 and 8 hereof will survive. Upon expiration or termination, and in any case upon the Company's request, Consultant will return immediately to the Company all tangible Confidential Information and all tangible Third Party Information, including all copies, reproductions and derivations thereof, and all of the Company's property, equipment, and documents. Consultant will not copy, delete, or alter any information contained on any Company property, equipment, or documents before returning such to the Company. In addition, if Consultant has used any personal computer, server, electronic device, or e-mail system to receive, store, review, prepare or transmit any Confidential Information or Third Party Information, Consultant will provide the Company with a computer-useable copy of all such Confidential Information and Third Party Information and then will delete any such Confidential Information or Third Party Information from Consultant's computer storage or any other media (including, but not limited to, online and off-line libraries). Consultant agrees to provide the Company access to its system as reasonably requested to verify that the necessary copying and/or deletion has been completed. Consultant further agrees that any property situated on Company premises and owned by the Company will be subject to inspection by the Company's personnel at any time with or without notice. Consultant will, promptly upon expiration or termination, certify in writing that it has complied with the requirements of this section ; provided, however, that Consultants obligations under this Agreement will continue even if Consultants fails or declines to provide such written certification. View More

Term and Termination. Consultant shall serve as a consultant to the Company for a period commencing on September 1st, and terminating on the earlier of (a) the date Consultant completes the provision of the Services to the Company under this Agreement, or (b) the date Consultant shall have been paid the maximum amount of consulting fees as provided in Exhibit B hereto. Notwithstanding the above, either party may terminate this Agreement at any time upon three (3) business days' written notice. In the event of such te...rmination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination. Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Consultant's obligations under the Confidential Information and Invention Assignment Agreement between the Company and Consultant referenced below, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within ten (10) business days after having received written notice by the non-breaching party of the breach or default. View More

Term and Termination. Unless earlier terminated as provided in this Agreement, the term of this Agreement shall commence upon delivery of State Certifications and shall remain in full force and effect for 3 years following the Effective Date. Either party may terminate this Agreement as follows: (a) Immediately upon 30 days' prior notice with cause; (b) Immediately, for any breach or default of this Agreement by the other party which has not been cured within 10 days after the delivery of notice thereof to the party ...alleged to be in breach, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach or default; (c) Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course; (d) Immediately, if required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority; or (e) Immediately by Supplier if Supplier reasonably suspects that Distributor breached any of its obligations of confidentiality or protection of Supplier's proprietary rights. This Agreement shall automatically renew for five (2) years unless either party, with or without cause, gives written notice to the other of its intent not to renew no later than thirty (30) calendar days prior to the expiration of the current term. View More

Term and Termination. The term of this Agreement shall begin on the date first signed and shall continue until the completion of one year (the ‘Termination Date') unless terminated by either party as described herein (the "Term"). Prior to the Termination Date, ARC may terminate this agreement for cause (defined as immoral, unethical, or illegal behavior the Consultant) without prior notice. Should ARC terminate this agreement other than for cause, it shall provide the Consultant with 5 days' notice. Should the Consu...ltant terminate this agreement other than due to a breach of this Agreement by ARC, Consultant shall forfeit any claims to compensation for transactions completed by ARC following the termination date, unless the fees earned were for work completed by the Consultant prior to the termination date. Should ARC terminate this agreement other than for a breach of this agreement, it shall provide ARC with 5 days' notice. View More

Term and Termination. 7.1 Subject to Section 7.2 hereunder, this Agreement and appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events: A. If you resign as a Director of the Company for any reason; and/or B. If you are removed or not re-appointed as a Director of the Board at an Annual Meeting of Shareholders of the Company in accordance with the requirements of the Business Corporation Law of the State of Nevada and/or any other applicable law or re...gulation and/or the Company's Articles of Incorporation; and/or C. If you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or D. If you have been disqualified from acting as a Director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as Director for a period of at least sixty (60) days); and/or E. If an order of a court having jurisdiction over the Company requires you to resign. 7.2 Any termination of this Agreement shall be without payment of damages or compensation (except that you shall be entitled to any accrued Expenses properly incurred under the terms of this Agreement prior to the date of such termination). 3 10.Subject to the proper performance of your obligations to the Company under this Agreement and any applicable law, the Company agrees that you will be free to accept other appointments, directorships and chairmanships provided that: 10.1 They do not in any way conflict with the interests of the Company or any member of the Group; and 10.2 They do not restrict you from devoting the necessary time and attention properly to services to be performed under this Agreement; and 10.3 In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent. View More

Term and Termination. A. The term of this Agreement shall be for the period set forth in Exhibit A. B. Either party may terminate this Agreement upon thirty (30) calendar days advance written notice to the other party. C. Either party may terminate this Agreement immediately upon a material breach of this Agreement by the other party and a failure by the other party to cure such breach within ten (10) days of written notice thereof by the non-breaching party to the breaching party. D. FLG shall have the right to term...inate this Agreement immediately without advance written notice (i) if Client is engaged in, or requests that FLG or the FLG Member undertake or ignore any illegal or unethical activity, or (ii) upon the death or disability of the FLG Member. E. This Agreement shall be deemed terminated if during any six month period no billable hours occur, with the termination date effective on the date of the last billable hour therein. F. If at any time during the one (1) year period following termination of this Agreement Client shall hire or retain the FLG Member as an employee, consultant or independent contractor, AND in so doing induce, compel or cause FLG Member to leave FLG as a precondition to commencing or continuing employment or consultancy with Client, Client shall immediately pay to FLG in readily available funds a recruiting fee equal to the annualized amount of Fees payable hereunder, which shall equal either (i) 260 multiplied by the daily rate, if this Agreement provides for Fees payable by daily rate, or (ii) 2,100 multiplied by the hourly rate, if this Agreement provides for Fees payable by hourly rate, multiplied by thirty percent (30%). View More

Term and Termination. 11.1 Term. The term of this Agreement is for four years from the Effective Date set forth above, unless earlier terminated as provided in this Agreement. 11.2 Termination Without Cause. Client may terminate this Agreement with or without cause, at any time upon 15 days' prior written notice to Consultant. Consultant may terminate this Agreement without cause, at any time when no Project Assignment is in effect upon 30 days' prior written notice to Client. 11.3 Termination for Cause. Either party... may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 15 days after notice by the non-breaching party is given. 11.4 Survival. The rights and obligations contained in Sections 3 ("Ownership of Work Product"), 4 ("Other Rights"), 5 ("License to Preexisting IP"), 6 ("Representations and Warranties"), 8 ("Confidential Information") and 12 ("Noninterference with Business") will survive any termination or expiration of this Agreement. View More

Term and Termination. This Agreement shall be effective on the Effective Date. This Agreement shall expire fifteen (15) years after the Effective Date, unless otherwise extended herein pursuant to Section 7, or terminated early as provided below for breach of a representation, warranty or term or condition of performance. The Parties agree that termination of this Agreement does not terminate AmericaTowne's right to a Transaction Fee under Section 6(c).

Term and Termination. 5.1 Term. This Agreement is effective as of the Effective Date and shall remain in effect until expiration of the last Service Order issued hereunder unless terminated earlier as set forth in this Section 5. The Service Commitment Period for a Service Order starts on the Service Commencement Date. Service Orders shall remain in effect for the Service Commitment Period, unless terminated earlier as set forth in this Section 5. After conclusion of the Service Commitment Period, unless Customer not...ifies Switch of its intent not to renew the Service Commitment Period, each Service Order shall automatically renew on a month-to-month basis unless, in Customer's discretion, a new Service Commitment Period is established. 5.2 Conditions of Breach. A party is in breach of this Agreement if such party violates its obligations under this Agreement and such failure is not cured within thirty (30) clays after notice by the other party (excepting payment obligations which arc breached if not paid on the due date specified in Section 3.3). 5.3 Certain Remedies for Breach. If Customer is in breach of this Agreement and has failed to cure such breach within the cure period in Section 5.2, Switch may discontinue providing any or all of the Colocation Services and/or Carrier Services. Customer agrees to pay the expenses Switch may incur in collection efforts including any attorneys' fees to the extent Switch is the prevailing party. Additionally, Switch reserves its rights in law and in equity, including the ability to collect the MRC for the balance of the Service Commitment Period (except to the extent Customer is terminating this Agreement due to Switch's uncured breach). If Switch is in breach of this Agreement and has failed to cure such breach within the cure period in Section 5.2, then prior to Switch's cure, Customer may terminate this Agreement and/or any applicable Service Order for Colocation Services at no penalty and pay only the MRC for such services through the termination date and receive a pro-rated refunded of any prepaid MRC. 5.4 Service Commitment Period. Subject to Section 5.2 and 5.3, Service Orders are non-cancellable during the Commitment Period. As a material inducement for Switch to enter into this Agreement and each Service Order, Customer acknowledges, agrees and covenants that, subject to Section 5.2 and 5.3, (i) Customer is responsible for full payment of the services for the entire Commitment Period regardless of the portion of the services actually consumed; and (ii) termination of the Service Order or this Agreement (other than for breach by Switch) or suspension of services as permitted in this Agreement shall not relieve Customer of its obligation to pay the full MRC for the duration of Commitment Period (subject to any applicable Service Credits). 5.5 Network Protection. In the event of an emergency and to the extent necessary to protect the Switch Network or to remedy AUP violations, Switch may temporarily restrict or suspend Customer's rights under this Agreement, including the Colocation Services and Carrier Services, without liability to Customer. Except in an emergency, Switch will notify Customer prior to any such restriction, or suspension and will notify Customer promptly when such restriction or suspension is no longer necessary. Subject to Section 11.1, suspension of Colocation Services and/or Carrier Services pursuant to this Section shall not be a violation of this Agreement or contribute towards Service Credits. 5.6 Effect of Termination. Upon termination of this Agreement: (i) Switch may immediately cease providing services; and (ii) all MRC will become immediately due and payable except as otherwise set forth in Section 5.3. In the event Customer has not removed the Customer Equipment as of the termination date, Switch may remove the Customer Equipment from the Colocation Space and place the Customer Equipment in storage at Customer's risk and expense and/or, after providing Customer with at least thirty (30) days' notice, dispose of the Customer Equipment. View More