Term and Termination Contract Clauses (2,602)

Term and Termination. Term. The term of this Agreement will begin on the Effective Date and, unless terminated earlier, will continue in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of the last-to-expire Valid Claim covering the making, using, selling, offering to sell or importing of such Licensed Product in such country or until the expiration of market exclusivity granted by a regulatory authority in such country, whichever occurs later ("Term").... Unless this Agreement is terminated by either party pursuant to Section 7.2 or Section 7.3, ASOthera will have a perpetual royalty-free non-exclusive license under the Licensed Know-how following expiration of the Term. 7.2. Termination by University. University may terminate this Agreement effective upon written notice to ASOthera if: (a) ASOthera materially breaches this Agreement and does not cure such breach within ninety (90) days after written notice of such breach; notwithstanding the foregoing, in the event of a good faith dispute with respect to the existence of a material breach, the applicable cure period will be tolled until such time as the dispute is finally resolved in accordance with the dispute resolution mechanism specified in Sections 12.9 and 12.10; (b) ASOthera commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed within ninety (90) days; (c) ASOthera repeatedly fails to make indisputably required payments to University within thirty (30) calendar days after such payments are due. 7.3. Termination by ASOthera. Notwithstanding anything contained herein to the contrary, ASOthera has the right to terminate this Agreement at any time in its sole discretion by giving thirty (30) days advance written notice to University. 7.4. Effect of Termination. If this Agreement is terminated for any reason (excluding, for the avoidance of doubt, expiration of the Term under Section 7.1): (a) the Licenses granted to ASOthera under Section 2.1 shall terminate immediately; (b) ASOthera and all its Affiliates will cease making, having made, using, importing, selling and offering for sale all Licensed Products; (c) ASOthera will pay to University all amounts owed to University through the date of termination of this Agreement within [*] days of such date of termination; (d) in the case of termination under Section 7.2, all duties of University and all rights (but not all duties) of ASOthera under this Agreement will immediately terminate without further action required by either University or ASOthera; 11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. CONFIDENTIAL ASOthera 2016 RIS Ref: 14108 (e) each party will return to such other party or destroy all Confidential Information of such other party (and, for the avoidance of doubt, ASOthera will return to University or destroy all copies of drawings, specifications and manuals describing the Licensed Knowhow that were provided by University to ASOthera; and (f) any Sublicense granted prior to such termination will survive as a direct license with University and the sublicensee will automatically become a direct licensee of University with respect to the rights originally sublicensed to the sublicensee; provided that: (i) such sublicensee is not in breach of its Sublicense; (ii) such sublicensee agrees to comply with all of the terms of this Agreement to the extent applicable to the rights originally sublicensed to such sublicensee; and (iii) such sublicensee agrees to pay directly to University such sublicensee's payments under this Agreement to the extent applicable to the rights sublicensed to such sublicensee. ASOthera agrees that it will confirm the foregoing in writing at the request and for the benefit of University and/or the sublicensee. 7.5. Surviving Rights and Obligations. Termination of this Agreement will not affect the rights and obligations of the parties accrued prior to termination hereof. The provisions of Articles 4, 5, 6, 9, 11 and 12 and Sections 7.4, 7.5, 10.3, 10.4 and 10.5 will survive the termination of this Agreement for any reason in accordance with their respective terms. View More

Term and Termination. Term. The term of this Agreement shall commence on the date hereof above and shall continue for an initial term of three (3) years thereafter unless earlier terminated as provided in Section 8.2 (Termination) or Section 15.8 (Force Majeure). After the expiration of the initial term hereunder, this Agreement shall be automatically renewed for separate but successive one-year terms unless either party provides written notice to the other party that it does not intend to renew this Agreement 180 da...ys or more prior to the end of any term. 8.2. Termination. This Agreement may be terminated by either party (a) for convenience upon 180 days written notice to the other party, or (b) if the other party defaults in any payment to the terminating party and such default continues without a cure for a period of fifteen (15) days after the delivery of written notice thereof by the terminating party to the other party, (c) if the other party defaults in the performance of any other material term or condition of this Agreement and such default continues remedied for a period of thirty (30) days after the 8FLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL delivery of written notice thereof by the terminating party to the other party, or (d) pursuant to Section 15.8 (Force Majeure). 8.3. Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date, the provisions of Sections 5.2, 5.3, and 5.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics's express limited warranty in Section 6.2 above. Termination of this Agreement, settling of accounts in the manner set forth in the foregoing sentence shall be the exclusive remedy of the parties for breach of this Agreement, except for obligations under Sections 6.2, 9.1, 9.2, 12.3, 13or 15.l and where expressly stated. Sections 1, 3.5, 3.6, 3.7, 4.4, 4.5, 5.3, 5.4, 6.2, 6.3, 6.4, 7.2, 8.3, 9, 11.3 and 15 shall be the only terms that shall 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

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 will become effective on the Effective Date and may be terminated by either party at any time as provided in Section 10 below, and any SOW may be extended or terminated as provided in the SOW or Section 3.3 below.

Term and Termination. 8.1 Term. The term of this Agreement (the "Term") commences on the Effective Date and shall continue in effect until October 29, 2018, unless sooner terminated in accordance with the provisions of Section 8.2. Notwithstanding the foregoing, Company shall have the option to extend the Term for two (2) additional one (1) year terms at a funding level of $1,100,000 per year, with payments due biannually in a manner similar to that set forth in Section 2.2 above. Company shall provide notice of its ...decision to extend or not extend the Term at least [***] prior to the end of the then-current Term. Any further extensions of the Term shall be at the mutual option of Company and Institution. 8.2 Termination. Either party may terminate this Agreement for the material breach or default of any of the terms or conditions of this Agreement by the other party upon [***] written notice and opportunity to cure; and such termination shall be in addition to any other remedies that either Party may have at law or in equity. 8.3 Obligations upon Termination. Upon expiration or termination of this Agreement, in addition to its other obligations hereunder, Institution shall return to Company all Confidential Information that was provided or generated by Company during the Term or which Company may otherwise own or control by operation of this Agreement, or destroy or completely delete such Confidential Information, at Company's option. With respect to each item of Confidential Information destroyed or completely deleted, such destruction or complete deletion shall be certified in writing to Company. 8.4 Effects of Termination. Termination of this Agreement by either party shall not affect the rights and obligations of the parties accrued prior to the effective date of termination. No termination of this Agreement, however effectuated, shall release the parties, the Principal Investigators, or any Lab Affiliate having access to Confidential Information from their respective rights and obligations under Article 4. Notwithstanding the foregoing, upon the expiration of the Term or upon termination of this Agreement for breach by Company, Institution shall be released from all further obligations to Company, other than Confidentiality, specifically including any obligations under sections 2.3, 5.3, 6.2, 6.3 and 6.4 above. View More

Term and Termination. This Agreement shall conmence upon the effective date first set forth above and shall continue until terminated (i) by either party, with or without cause, upon fifteen calendar days prior written notice, (ii) immediately by Employer upon any willful misconduct or material breach by Employee of this Agreement, or (iii) immediately upon the Employee's death or disability (as disability is defined in Employer's Long Term Disability Benefits Plan). Should Employer give Employee fifteen days notice ...of termination, (i) Employee will not, thereafter, be entitled to access to the office premises of Employer and (ii) said fifteen calendar days shall be treated as two weeks' pay for purposes of severance arrangen1ents and/or calculating pay in lieu of prior notice. Paragraphs 2, 3, 5 and 7 shall survive termination of this Agreement. View More

Term and Termination. The terms set forth in this Agreement will commence on the Effective Date and shall remain in effect until termination by either party. Either party may terminate the Employee's employment on an at-will basis at any time and for any reason or no reason, upon written notice to the other party.

Term and Termination. 5.1 Term. This Agreement will commence on the Effective Date and continue for two years (the "Term"), unless sooner terminated pursuant to the express terms of this Section 5. This Agreement shall automatically renew for subsequent periods of one (1) year each unless either party notifies the other at least thirty (30) days prior to the expiration of the current period of its intent not to renew. Notwithstanding the foregoing, this Agreement shall not expire, but shall continue in full force and... effect until Consultant's completion 5 of any unperformed obligations under any Business Terms Exhibit executed prior to the date upon which the Agreement would otherwise have expired. 5.2 Termination for Breach. If either party breaches in any material respect any of its material obligations under this Agreement, in addition to any other right or remedy, the non-breaching party may terminate this Agreement or a Business Terms Exhibit in the event that the breach is not cured within thirty (30) days after receipt by that party of written notice of the breach. 5.3 Termination by Ironwood. Ironwood may terminate this Agreement or a Business Terms Exhibit (a) immediately at any time upon written notice to Consultant in the event of a breach of this Agreement or a Business Terms Exhibit by Consultant which cannot be cured (i.e. breach of the confidentiality obligation); (b) immediately, if at any time Consultant breaches the representation and warranty set forth in Section 1.4 or otherwise becomes subject to any of the actions, suits, claims, investigations, or proceedings set forth in Section1.4; and/or (c) at any time without cause upon not less than thirty (30) days' prior written notice to Consultant. 5.4 Effect of Expiration/Termination. Upon expiration or termination of this Agreement or a Business Terms Exhibit, neither Consultant nor Ironwood will have any further obligations under this Agreement or the Business Terms Exhibit, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by Ironwood, unless Ironwood specifies in the notice of termination that Consulting Services in progress should be completed, (b) Consultant will deliver to Ironwood any Materials in its possession or control and all Deliverables made through expiration or termination, (c) Ironwood will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services actually performed and all authorized expenses actually incurred, (d) Consultant will promptly refund to Ironwood any monies paid by Ironwood in advance for Consulting Services not rendered, (e) Consultant will immediately return to Ironwood all Confidential Information and copies thereof provided to Consultant under this Agreement or a Business Terms Exhibit except for one (1) copy which Consultant may retain solely to monitor Consultant's surviving obligations of confidentiality, and (f) the terms, conditions and obligations under Sections 1.4, 1.7, 3, 4, 5.4 and 6 will survive expiration or termination for any reason. View More