Term and Termination Contract Clauses (2,602)

Term and Termination. A. The term of this Agreement shall take effect on the Effective Date and shall continue for six (6) months from the Effective Date when it will automatically expire. B. Either Party may terminate this Agreement immediately upon written notice to the other Party if said other Party commits a material breach of any term hereof which is not cured to the satisfaction of the non-breaching Party within fifteen (15) days of written notice of said breach. C. Either Party may terminate this Agreement at... any time upon fifteen (15) days' prior written notice to the other Party. During such notice period, Consultant shall continue to perform the Consulting Services unless otherwise requested by Avidity. View More

Term and Termination. The initial term of this Agreement shall commence on the Effective Date and continue for a period of thirty six (36) months (the "Initial Term"). Thereafter, this Agreement may be renewed for additional terms of twelve (12) months (each, a "Renewal Term" and together with the Initial Term, the "Term") and shall be considered automatically so renewed, unless sooner terminated in accordance with this Section 6. 6.2 Termination. Either party shall have the right to terminate this Agreement upon the... occurrence of any of the following events: 6.2.1Confidential Information. Immediately upon written notice if the other Party breaches confidentiality. 6.2.2Other Defaults. If the other Party defaults in the performance of any of its material obligations under this Agreement and such default continues for a period of fifteen (15) days after receipt of written notice specifying the nature of the breach. 6.2.3Without Cause. After the initial twelve (12) months, for any or no reason, upon at least ninety (90) days' prior written notice to the other Party. 6.2.4Applicable Law. Immediately upon written notice if the other Party breaches an Applicable Law. 6.3 Effect of Termination. Upon termination of this Agreement, all rights and licenses granted under this Agreement shall terminate, provided, however, that the provisions of Section 2.2, Article 5 and Section 7.8 shall survive termination. INTERLEUKIN/Agreement Page 7 Portions of this Exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. View More

Term and Termination. (a) Term. Unless terminated earlier in accordance with this Section 2, the term ("Term") of this Agreement shall commence on May 1, 2021("Term Commencement Date") and expire on April 30, 2022 ("Expiration Date"). Under no circumstance shall SmartLabs be liable to Licensee for failure to provide access to the Licensed Premises or Shared Premises on or before May 1, 2021, including but not limited to, failure due to an event of force majeure including, but not limited to, strikes, work stoppages, ...accidents, acts of war or terrorism, civil or military disturbances, government actions or prohibitions or emergencies, disruptions arising from health or safety (including, but not limited to pandemic or epidemic), nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (collectively, a "Force Majeure"); provided, however, that if SmartLabs is unable to provide Licensee access to the Licensed Premises on or before May 1, 2021, the Term Commencement Date and Expiration Date shall be extended by the number of days SmartLabs is unable to provide access to the Licensed Premises. (b) Extension Option. Provided Licensee is not in breach of the Agreement, Licensee shall have an option to extend the Term for an additional six (6) month period commencing immediately upon the Expiration Date ("Extended Term") upon the same terms as set forth herein, including the License Fee increase as set forth in Section 3(a). Licensee shall exercise the foregoing option by providing written notice to Licensor given no less than six (6) months prior to the Expiration Date. This option shall terminate if written notice is not timely given, time being of the essence. (c) Termination for Licensee Default. SmartLabs may terminate this Agreement for "cause" if SmartLabs has provided written notice of a breach by Licensee of the terms of this Agreement and such breach is not cured within ten (10) days of such notice being sent to Licensee; provided, however, in the event any "cause" that endangers the health and/or safety of any other Building occupant and/or the Building itself, such failure shall be deemed "cause" if Licensee receives notice of the same (which may be oral) and fails to cure within 24 hours, whereas for the avoidance of doubt in such instances Licensor shall have the immediate right to terminate this License following such failure to cure within 24 hours. Such breaches shall include, but are not limited to: (i) Licensee's violation of this Agreement or any applicable provisions of the Lease; (ii) Licensee's failure to materially comply with any covenants contained herein; or (iii) Licensee's use of the Licensed Premises or Shared Premises in violation of any rules and procedures promulgated by SmartLabs or Landlord. If any such breach is not timely cured, and at any time thereafter, with or without notice or demand and without limiting SmartLabs in the exercise of any right or remedy that SmartLabs may have, SmartLabs may do any or all of the following 4163-4155-0636.2 by written notice to Licensee to the fullest extent permitted by applicable law: (A) terminate Licensee's access to the Licensed Premises, or (B) terminate the License. In either instance, Licensee shall promptly remove all persons and property from the Licensed Premises. In such event, SmartLabs shall have the immediate right to enter and remove all persons and property from the Licensed Premises and Shared Premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Licensee, without SmartLabs being deemed guilty of trespass or becoming liable for any loss or damage that may be occasioned thereby. In the event that SmartLabs shall elect to so terminate this License, then SmartLabs shall be entitled to recover from Licensee all direct and indirect damages incurred by SmartLabs by reason of Licensee's default, including, but not limited to, recovery of any broker's fee paid by SmartLabs in relation to this Agreement and all reasonable attorneys' fees. Upon termination of this Agreement, the License shall expire and Licensee shall immediately remove all persons and property from the Licensed Premises and Shared Premises. Under no circumstances shall SmartLabs or Landlord be liable for any alleged, purported, consequential, direct or indirect damages resulting from SmartLabs or Landlord terminating this Agreement. View More

Term and Termination. Unless earlier terminated in accordance with Section 3.2 below, this Agreement shall be in effect until 5PM EST on July 1, 2021. 3.2. Termination. 3.2.1. This Agreement may be terminated by either Party if the other Party (the "Defaulting Party") has materially breached its obligations under this Agreement and if the Defaulting Party has not cured such default within thirty (30) days following the date on which the other Party (the "Notifying Party") has given written notice specifying the facts... constituting the default. Notwithstanding the foregoing sentence, this Agreement shall not be terminated due to a default by the Defaulting Party if such default is directly attributable to a breach of this Agreement by the Notifying Party. 3.2.2. Marpai shall be permitted to terminate this Agreement with respect to any particular Transition Service to be provided by HillCour, unless otherwise indicated on Schedule 1, upon no less than thirty (30) days' prior written notice to HillCour. 3.2.3. Upon termination of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect. View More

Term and Termination. This Agreement will commence as of the Effective Date and will remain in effect until terminated. Either party may terminate this Agreement if the other party is in material breach or default of any obligation that is not cured within thirty (30) calendar days' notice of such breach. Notwithstanding the foregoing, Client may terminate this Agreement upon three (3) days written notice to Developer, in the event Developer has breached or Client reasonably believes Developer to have breached its ob...ligations under this Agreement in relation to any of the following: non-disclosure and confidentiality, compliance with applicable laws and regulations, Client's or a third party's proprietary and intellectual property rights, or any lawsuits, actions, claims, assertions or other legal proceedings against Developer. 11.2 Termination of Agreement. This Agreement will terminate upon ninety (90) days' prior written notice by either party, provided that Developer must complete and deliver to Client all Work pursuant to any Schedules in effect. 11.3 Termination Effect. The sole effect of terminating this Agreement will be to terminate the ability of either party to enter into subsequent Schedules that incorporate the terms of this Agreement. Termination of the Agreement will not, by itself, result in the termination of any Schedules previously entered into (or extensions of the same) that incorporate the terms of this Agreement, and the terms of this Agreement will continue in effect for purposes of such Schedules unless and until the schedule itself is terminated or expires. 11.4 Termination of Schedule. The term of any Schedules may be set forth in an applicable schedule. Client will have the right to cancel any Schedule with or without cause upon written notice to Developer. Upon receipt of such notice, Developer will discontinue all Work under the applicable Schedule. Except in cases of cancellation for cause under this Agreement, Client will pay for all Work performed by Developer under the applicable Schedule up until the earlier of: (a) the date of Developer's receipt of the cancellation notice; or (b) the date five (5) days after Client sends the cancellation notice. 11.5 Delivery of Materials. Within ten (10) days following completion of or cancellation of a Schedule or termination of this Agreement, or upon Client's request, Developer will (a) deliver to Client all tangible materials constituting, containing or embodying Work, Client Confidential Information, Personal Information and Client Materials (including, without limitation, all drawings, blue prints, notes, memoranda, specifications, software, electronic media, designs, devices, documents, documentation and any other materials), and (b) irretrievably delete all Work, Client Confidential Information, Personal Information and Client Materials that Developer possesses in electronic or other intangible form, except to the extent that Client may in its sole discretion provides its prior written consent to Developer retaining any of the foregoing, and except that, unless Client provides contrary instructions, Developer may retain any Work, Client Confidential Information, Personal Information and Client Materials necessary to complete Work under Schedules that have not been completed or cancelled. At Client's request, Developer will provide Client with a certificate signed by an officer of Developer certifying Developer's compliance with the foregoing. 11.6 Survival. Sections 5,6, 7, 8, 9 and 10 and all of the respective subsections of each of those sections will survive any expiration or termination of this Agreement. View More

Term and Termination. 10.1This Agreement commences on the Effective Date and continues until the expiry or termination of the MLA. 10.2Termination is without prejudice to the rights and remedies of the parties arising before termination.

Term and Termination. Performance of the Services shall commence on the Closing Date (as defined in that certain Asset Purchase Agreement by and between Mohawk Group Holdings, Inc., Truweo, LLC, Healing Solutions, LLC, Jason R. Hope, and Super Transcontinental Holdings, LLC, dated as of February 2, 2021 (the "Purchase Agreement") and continue through the first to occur of: (a) the occurrence of the Earn-Out Consideration Event (as defined in the Purchase Agreement), (b) the Earn-Out Termination Date (as defined in th...e Purchase Agreement), (c) Consultant's failure (other than a good faith attempt to provide the Services) or refusal to provide Services as identified in Exhibit A, only after written notice from Service Recipient to Consultant of the Services that are not being performed and only if Consultant fails to cure or provide a good faith reason as to why the Services are unable to be performed within 10 days of receipt of such written notice (in either case the term shall not end), or (d) upon 30 days' written notice from Consultant (provided, however, that upon receipt of such notice from Consultant, Service Recipient may accelerate the termination date). Service Recipient or Consultant may also terminate this Agreement in the event of a material breach of this Agreement subject to written notice and an opportunity to cure if curable within 10 days by the other party; provided that if Consultant terminates this Agreement due to Service Recipient's material breach, nothing herein shall preclude Consultant's right to payment of any Fees owed upon the occurrence of the applicable Earn-Out Consideration Event (as defined and described on Exhibit B). -2- 6. Independent Contractor. Consultant's relationship with Service Recipient will be that of an independent contractor and not that of an employee. Consultant shall be solely responsible for determining the method, details and means of performing the Services; provided, however, that Consultant shall not subcontract any work in a manner inconsistent with the Transition Services Agreement (as defined in the Purchase Agreement) or without the written consent of the Service Recipient. Consultant has no authority to enter into contracts that bind Service Recipient or create obligations on the part of Service Recipient without the prior written authorization of Service Recipient. Consultant acknowledges and agrees that Consultant will not be eligible for any Service Recipient employee benefits. Consultant shall have full responsibility for applicable taxes for all compensation paid to Consultant under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant's form of business organization. View More

Term and Termination. 13.1 Term. The Term of this Agreement is defined in the Preamble and is subject to earlier termination as provided herein. 13.2 Termination By Licensee. Licensee may terminate this Agreement without cause by giving ninety [***] advance written notice thereof to WU. Licensee shall pay WU within [***] days of such termination notice all amounts due and owing to WU under this Agreement (absent termination) under Sections 5.2, 5.4, 5.5 above during the [***] day notice period. 13.3 Termination by WU.... WU may terminate this Agreement by giving notice thereof to Licensee upon the occurrence of any one or more of the following events (in which event this Agreement shall terminate on the date such notice is given): (a) upon [***] days written notice if Licensee fails to achieve the diligence milestones as set forth in Section 4.1 (as may be extended pursuant to the last paragraph of Exhibit D) and is unable to resolve WU's concerns through good faith negotiations as set forth in Section 4.2, and/or (b) Licensee (i) becomes insolvent, bankrupt, or is otherwise unable to pay its debt(s) to WU by the due date(s), or (ii) suffers the appointment of a receiver, receiver and manager, or administrative receiver of the whole or any part of its assets or undertaking, or (iii) an order is made or a notice issued convening a meeting of shareholders to consider the passing of a resolution for Licensee's winding up (other than for the purpose of amalgamation or reconstruction) or (iv) a resolution is passed for Licensee's winding up (other than for the purpose of amalgamation or reconstruction). 17 13.4 Termination for Breach and Failure to Cure. WU may terminate this Agreement by giving notice thereof to Licensee in the event Licensee commits a material breach of this Agreement (other than a breach of the type contemplated by Section 13.3 above) and fails to cure such breach within [***] days after the day that WU gives Licensee notice of such breach. Such termination shall be effective on the date such notice of termination is given. Licensee may terminate this Agreement by giving notice thereof to WU in the event WU commits a breach of any provision of this Agreement and fails to cure such breach within [***] days after the day that Licensee gives notice to WU of such breach, and such termination shall be effective on the date such notice of termination is given. 13.5 Duties Upon Expiration or Earlier Termination. For the avoidance of doubt, on the date of expiration or earlier termination of this Agreement, all license rights granted to Licensee under Article 2 above shall terminate. After the termination of this Agreement, Licensee agrees to, promptly deliver to WU all originals, copies, reproductions and summaries of all Confidential Information of WU, in each instance in the format in which it exists at the time of expiration or earlier termination of this Agreement, or in another mutually agreed format. Notwithstanding the foregoing, a Party, and in the case of Licensee, its Affiliates and Sublicensees, (a) shall have the right to keep one (1) copy of any of the Confidential Information of the other Party for its legal archives solely for the purpose of determining compliance with the terms and conditions of this Agreement and (b) shall not have any obligation to destroy originals, copies, reproductions and summaries of Confidential Information of the other Party that are stored in the ordinary course of business in laboratory notebooks or electronic databases consistent with good business practices. Within [***] days after the termination of this Agreement for any reason whatsoever, Licensee agrees to deliver a written report to WU of all Licensed Products in inventory. If this Agreement terminates before the expiration of the last-to-expire Patent Rights, then, upon the termination of this Agreement, Licensee agrees (a) to promptly discontinue the exportation of Licensed Products that were made in the Territory, (b) to promptly discontinue the manufacture, Sale and distribution of the Licensed Products in the Territory, (c) to promptly destroy all Licensed Products in inventory, and (d) not to manufacture, sell and/or distribute Licensed Products in the Territory until the expiration of applicable last-to-expire Patent Rights. 13.6 Effect of Expiration or Earlier Termination. For the avoidance of doubt, the expiration or earlier termination of this Agreement shall not relieve Licensee of its obligation to account for and make payment to WU of any amount due hereunder including, without limitation, any royalties accrued during the Term of this Agreement and amounts under Section 9.2 above. View More

Term and Termination. (a) The Term is defined in the Statement of Work pursuant to this Agreement. (b) Maven may not terminate this Agreement without Cause. (c) If Maven terminates this Agreement for Cause, Consultant shall only receive a pro-rata monthly payment for the work performed in the month in which the Agreement is terminated for Cause. For purposes of this Agreement, "Cause" means the: (i) Consultant's manifest, willful and continued failure substantially to perform the duties of Consultant under this Agree...ment (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Consultant's engagement in dishonesty, illegal conduct, or willful misconduct, which is, in each case, materially and demonstrably injurious to Maven as determined by a court of competent jurisdiction; (iii) Consultant's embezzlement, misappropriation, or fraud against Maven or any of its Affiliates as determined by a court of competent jurisdiction; (iv) Consultant's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude if such felony or misdemeanor is work-related, materially impairs Consultant's ability to perform services for Maven, or results in a material loss to Maven or material damage to the reputation of Maven; (v) Consultant's violation of a material policy of Maven that has been previously delivered to Consultant in writing if such failure causes material harm to Maven as determined by a court of competent jurisdiction; (vi) Consultant's material breach of any material obligation under this Agreement or any other written agreement between Consultant and Maven as determined by a court of competent jurisdiction; or (vii) violation of the Separation Agreement or Release as determined by a court of competent jurisdiction. View More

Term and Termination. 20.1. Term. This Agreement shall commence on the Effective Date and shall continue until March 31, 2022 (the "Term"). Unless one party gives the other notice of non-renewal within [***] of the end of the then-current term, this Agreement shall automatically renew for successive [***] terms. If the Agreement will expire, the parties will agree on a plan to allow End Users who purchase Software Titles near the expiration date to access and use the Digital Content of such Software Titles for a comm...ercially reasonable time after expiration. 20.2. Termination. Either party may terminate this Agreement (in its entirety or solely for an applicable Software Title), effective immediately on notice if: (1) the other party materially breaches this Agreement (other than Section 14, the NDA, or a GDK License) and fails to cure within [***] after notice; (2) the other party materially breaches Section 14, the NDA, or a GDK License; or (3) if the other party becomes Insolvent. If Publisher is the breaching party, Microsoft may suspend availability of Digital Content during any cure period. In addition, Microsoft may terminate this Agreement immediately and without notice if Publisher fails to respond to all Agreement-related communications made by Microsoft during any consecutive [***] period (and automatically-generated responses are deemed not to be a response by Publisher for purposes of this termination right). Any notice of breach must be prominently labeled "Notice of Breach". Additionally, if Microsoft determines, at any time before Commercial Release that the applicable Software Title does not materially comply with the Publisher Guide (subject to Section 4) or any applicable laws, Microsoft may, notwithstanding any prior approvals, terminate this Agreement without cost or penalty on a Software Title by Software Title, or country by country basis, on notice to Publisher. "Insolvent" means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting appointment of a trustee or receiver for all or any assets, unless such appointment is vacated or dismissed within [***]; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within [***]; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business. 20.3. Effect. On termination or expiration of this Agreement, Publisher has no further right to, and will not, exercise rights licensed under this Agreement. Publisher will, until the end of the Minimum Commitment term, continue to support existing Game Features for Software Titles sold before the effective date of termination or expiration. 20.4. Cross-default. If Microsoft has the right to terminate this Agreement, then it may also terminate the GDK License. If Microsoft has the right to terminate a GDK License, then Microsoft may also terminate this Agreement. 20.5. Survival. The following will survive expiration or termination of this Agreement: Sections 2, 6.3-6.4, 8, 10.1, 11.2.1, 11.4 (solely with respect to storing and distributing recorded gameplay clips), 11.5, 11.6, 11.7, 12, 14- 18, 20.3 - 20.5, and 21; Sections 1-5 of Exhibit 1; and Sections 1, 3.6-3.8, 3.10, 3.11, and 4-7 of Exhibit 2. View More