Term and Termination Contract Clauses (2,602)

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. 9.1 Term. This agreement shall commence on the Effective Date and shall remain in full force and effect for a term (the "Term") of four (4) years from the Effective Date and continue thereafter in successive one (1) year automatic renewal terms unless either party serves notice of non-renewal at least six (6) months prior to the expiration of the initial term. 9.2 Termination. This Agreement may be terminated by: (i) any Party in the event that the other Party breaches any material term of this ...agreement and fails to cure such breach within ninety (90) days following notice thereof from the non-breaching party in writing; (ii) a Party immediately upon the giving of notice if the other Party files a petition for bankruptcy, is adjudicated bankrupt, takes advantage of the insolvency laws of any state, territory or country, or has a receiver, trustee, or other court officer appointed for its property; or, (iii) a Party if an event of Force Majeure (as described in Section 14 of this Agreement) with respect to the other Party shall have continued for ninety (90) days or is reasonably expected to continue for more than one hundred eighty (180) days. 9.3 Survival. The terms and conditions of this Agreement shall survive and inure to the benefit of and be assigned and binding upon the respective executors, administrators, heirs, successors, assigns and all other persons and entities now, heretofore, or hereafter having any involvement or interest whatsoever with respect to the subject matter of this Agreement, specifically upon a change in control or ownership. View More

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

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. The term of this Agreement shall commence on the EFFECTIVE DATE and shall continue, in each country in the LICENSED TERRITORY, until the date of expiration of the last to expire patent included within PATENT RIGHTS in that country or if no patents issue then for a term often (10) years from the FIRST COMMERCIAL SALE in such country of this Agreement. Following expiration of this Agreement, on a country-by-country basis, all non- exclusive license grants hereunder shall be fully-paid up, sublicen...sable, assignable, irrevocable and perpetual; provided that LICENSEE and any sublicensee or assignee shall remain bound by the terms and conditions of Sections 7, 8.1-8.5, 12.2, 12.3, 12.4, 12.5 and 12.7 of this Agreement with respect to such non-exclusive licenses. 11.2 Termination by LICENSEE. LICENSEE may terminate this Agreement in whole or in part by giving JHU written notice at least 90 days in advance of the proposed effective date of termination selected by LICENSEE. LICENSEE shall pay all sums due under 19 this Agreement, including Minimum Annual Royalties, earned royalties, Milestone payments or PATENT COSTS which are incurred or are or become due prior to the effective date of termination. In addition, LICENSEE shall also be obligated to pay any PATENT COSTS which are required to be incurred to preserve the patent prior to the effective date of termination, and any other costs which JHU has incurred or will incur prior to the termination date which under this Agreement are required to be reimbursed by LICENSEE. Termination is not effective and payments shall continue to accrue and become due until all amounts due to JHU shall have been paid. 11.3 Termination by JHU. JHU may terminate this Agreement if LICENSEE: (i) is delinquent on any report, payment or other obligation; (ii) is not using commercially reasonable efforts to diligently develop and commercialize LICENSED PRODUCT in accordance with Paragraph 4.2; (iii) misses a milestone that has a required date for completion described in Exhibit A; (iv) is in material breach of any provision of this Agreement or of any related agreement including a related sponsored research agreement; (v) provides any false report; or (vi) voluntarily or involuntarily enters bankruptcy or receivership proceedings. Termination under this Paragraph will take effect 30 days after written notice by JHU unless LICENSEE cures the default within that 30-day period. If LICENSEE has had no prior defaults, and LICENSEE is diligently and in good faith attempting to cure the default, LICENSEE may request, and JHU shall grant an additional 60 days to cure the default. 11.4 Failure to meet a required diligence milestone. If this Agreement provides for diligence milestones which must be accomplished by specified dates or within specified periods of time, LICENSEE may cure any default for failure to meet a required diligence milestone in accordance with this subsection. (i) LICENSEE must be using commercially reasonable efforts to diligently pursue the milestone; (ii) LICENSEE can cure such default, by paying $1 0,000 within the 30-day cure period, which will automatically extend the milestone date (and the full amount of the original milestone payment) and any subsequent milestones relying upon the meeting of the missed milestone for an additional six (6) months. (iii) Such a cure may be made no more than twice as to any one milestone. View More

Term and Termination. The Term shall commence on the Effective Date and shall continue for one year thereafter, unless terminated earlier under the provisions of this Section 6 (the "Initial Term"). This Agreement may be extended automatically for renewal terms of one year each, unless one party gives the other party notice at least 30 days prior to the expiration of any Term of such noticing party's intention to not renew this Agreement (each, a "Renewal Term"). The Initial Term together with any Renewal Terms agree...d by the parties constitute the "Term." The effective date of any expiration or termination of this Agreement under this Section 6 is referred to as the "Termination Date." (b) Mutual Consent. This Agreement may be terminated by the mutual written consent of the parties. (c) Termination for Cause. If either party materially defaults in the performance of any provision of this Agreement, the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days of such notice, the non-defaulting party may terminate the Agreement. If the non-defaulting party gives such notice and the default is not cured during the thirty (30) day period, this Agreement shall automatically terminate at the end of such period without further action by the non-defaulting party. (d) Fulfillment of Orders upon Termination. After the Termination Date Lazuriton Nano Biotech shall be obligated to fulfill only those orders that were accepted by Lazuriton Nano Biotech prior to the Termination Date, provided that Lazuriton Nano Biotech shall have no such obligation if Lazuriton Nano Biotech terminates this Agreement pursuant to sub-section (c) of this section. View More

Term and Termination. The term of this Agreement shall be one year from the Effective Date; provided, however, that this Agreement shall automatically renew for successive 1-year periods unless either party gives the other party notice, at least 60 days in advance of the next renewal date, of such party's intent that this Agreement terminate effective as of such next renewal date, in which case the -6- Exhibit 10.2 Agreement shall terminate as of such next renewal date; provided further, however, that in the event a ...Change of Control that precedes the effective date of any such termination, the term of this Agreement shall extend at least until the one (1)-year anniversary of such Change of Control. Notwithstanding the foregoing, if the Employee becomes entitled to benefits pursuant to Section 2(a) or 2(b) of this Agreement, this Agreement will not terminate until, but will terminate at, such time that all of the obligations of the parties hereto with respect to this Agreement have been satisfied. View More

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. The term of this Agreement (the "Term") shall commence on the Effective Date and continue thereafter until terminated in accordance with this Section II. 11.2 Termination by Company. Company may terminate this Agreement or any Statement of Work at any time with or without cause for its convenience, effective upon thirty (30) days notice. In addition, either Party may terminate this Agreement or any Statement of Work immediately upon written notice if either Party breaches this Agreement or the S...tatement of Work, as the case may be, and does not fully cure the breach to either Party's satisfaction within thirty (30) days after notice of the breach. 11.3 Effects of Termination 11.3.1 Survival. Sections 1, 2.10, 3, 5.1, 6, 7, 9, 10 (solely to the extent the Claims can be attributed to action or omission during the Term), 11.3 and 12 shall survive any termination or expiration of this Agreement. Termination or expiration of this Agreement shall not affect either Party's liability for any breach of this Agreement it may have committed before such expiration or termination. 1l.3.2 Return of Company Property. Upon termination of this Agreement, Contractor shall return or destroy the Materials, and return to Company the Confidential Information, as set forth in Sections 2.10 and 7.6. In addition, Contractor shall deliver to Company, or destroy at Company's request, the Deliverables (in whatever stage of development or completion). 11.3.3 Compensation. Upon termination of this Agreement or a Statement of Work by Company without cause for its convenience, unless the applicable Statement of Work expressly provides otherwise, Company will pay Contractor fees on a proportional basis as set forth in the applicable Statement of Work for Services that are in progress as of the effective date of such termination and reimburse Contractor for related Expenses incurred by Contractor before the effective date of such termination. 10 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. View More

Term and Termination. Subject to receipt of any necessary regulatory approvals or non-objections, the term of this Agreement (the "Term") shall commence immediately upon the date that the Company shall have closed the Offering and Mr. Clarkson shall have retired as the President and Chief Executive Officer of the Company and the Bank and shall continue until the earliest of: (i) the close of business on the last business day immediately preceding the third anniversary of the effective date of this Agreement; (ii) Mr.... Clarkson's death; (iii) upon the Disability (as defined below) of Mr. Clarkson for a period of 90 consecutive days; (iv) Mr. Clarkson's termination of this Agreement prior to the first anniversary of the effective date of this Agreement as a result of HCSB's failure to make payments to him as provided under Section 3 or Section 10 of this Agreement (including as a result of the circumstances described in Section 16), which failure has not been cured within 30 days of the payment date and provided that HCSB has not previously given Mr. Clarkson notice that he is in violation of the restrictive covenants of Sections 7, 8, or 10(a-c) of this Agreement; or (v) Mr. Clarkson's termination of this Agreement at any time following the first anniversary of the effective date of this Agreement by providing two weeks' prior written notice. Notwithstanding anything in this Agreement to the contrary, HCSB's obligations to make payments to Mr. Clarkson hereunder shall terminate effective immediately upon Mr. Clarkson's violation of the restrictive covenants of Sections 7, 8, or 10(a-c) of this Agreement, his indictment for a crime involving dishonesty, moral turpitude or fraud or any felony, or HCSB's receipt of formal written notice that any regulatory agency having jurisdiction over the Company or the Bank intends to institute any form of formal regulatory action against Mr. Clarkson. Certain rights and obligations of the parties shall continue following the termination of this Agreement as stated in Section 20 hereof. View More