Termination Clause Example with 5 Variations from Business Contracts
This page contains 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.
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations under this AGREEMENT or may be w...ith respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within [**] days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a) and subject to Section 3.1(a), and fails to cure that breach within [**] days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to terminate such sublicense within thirty (30) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. 32 12.5 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 and 15, and Sections 2.4(b), 4.1(h), 5.2 (obligation to provide final report and payment), 5.4, 11.1, 11.2 and 12.5. (b) Inventory. 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 COMPANY pays M.I.T. the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] months after the effective date of termination. (c) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination.View More
Variations of a "Termination" Clause from Business Contracts
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations under this AGREEMENT or may be w...ith respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default Default. (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within [**] days [***] after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 19 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH "[***]". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a) and subject to Section 3.1(a), 12.3(a), and fails to cure that breach within [**] days [***] after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE Patent Challenge. (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. Agreement. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) days [***] after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. 32 12.5 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 and 15, and Sections 2.4(b), 4.1(h), 5.2 (obligation to provide final report and payment), 5.4, 11.1, 11.2 and 12.5. (b) Inventory. 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 COMPANY pays M.I.T. the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] months after the effective date of termination. (c) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. Agreement. View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations under this AGREEMENT or may be w...ith respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default Default. (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within [**] sixty (60) days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 19 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH "[***]". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a) and subject to Section 3.1(a), 12.3(a), and fails to cure that breach within [**] sixty (60) days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE Patent Challenge. (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. Agreement. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) ninety (90) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. 32 12.5 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 and 15, and Sections 2.4(b), 4.1(h), 5.2 (obligation to provide final report and payment), 5.4, 11.1, 11.2 and 12.5. (b) Inventory. 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 COMPANY pays M.I.T. the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] months after the effective date of termination. (c) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. Agreement. View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months [***] prior written notice to M.I.T., WHITEHEAD, such notice to state the date at least six (6) months [***] in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. WHITEHEAD through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations... under this AGREEMENT or may be with respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. WHITEHEAD shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default Default. (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. WHITEHEAD hereunder, and fails to make such payments within [**] days [***] after receiving written notice of such failure, M.I.T. WHITEHEAD may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a) and subject to Section 3.1(a), 12.3(a), and fails to cure that breach within [**] [***] days after receiving written notice thereof, M.I.T. WHITEHEAD may terminate this Agreement immediately upon written notice to COMPANY. COMPANY, subject to the completion of the dispute resolution procedure set forth in Article 13 and any subsequent cure period. 32 12.4 Termination as a Consequence of PATENT CHALLENGE Patent Challenge. (a) By COMPANY. If COMPANY or any of its AFFILIATES AFFILATES brings a PATENT CHALLENGE against M.I.T., WHITEHEAD or assists others in bringing a PATENT CHALLENGE against M.I.T. WHITEHEAD (except as required under a court order or subpoena), then M.I.T. WHITEHEAD may immediately terminate this Agreement and/or the license granted hereunder. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. WHITEHEAD may send a written demand to COMPANY to end the PATENT CHALLENGE or terminate such sublicense. sublicense as the COMPANY may choose. If COMPANY fails to have the SUBLICENSEE terminate the PATENT CHALLENGE or to so terminate such sublicense within thirty (30) sixty (60) days after M.I.T.'s WHITEHEAD's demand, M.I.T. WHITEHEAD may immediately terminate this Agreement and/or and the license licenses granted hereunder. 32 12.5 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 10, 13 and 15, 14, and Sections 2.4(b), 2.3 (last sentence), 4.1(h), 5.2 (obligation to provide final report and payment), 5.4, 11.1, 11.2 and 12.5. (b) Inventory. 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 that: (i) COMPANY pays M.I.T. WHITEHEAD the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, Agreement; and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] [***] months after the effective date of termination. 33 (c) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. (d) Sublicenses. Upon termination, SUBLICENSEES in good standing shall continue by way of a direct license with WHITEHEAD in accordance with Section 2.3. View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) (1) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations under this AGREEMENT or may ...be with respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default Default. (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within [**] thirty (30) days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a) and subject to Section 3.1(a), 12.3(a), and fails to cure that breach within [**] sixty (60) days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to terminate such sublicense within thirty (30) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. 32 12.5 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 13 and 15, 14, and Sections 2.4(b), 4.1(h), 4.1(f), 5.2 (obligation to provide final report and payment), payment). 5.4, 11.1, 11.2 and 12.5. 12.4. (b) Inventory. 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 (i) COMPANY pays M.I.T. the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] six (6) months after the effective date of termination. (c) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., M.I.T, such notice to state the date at least six (6) months in the future upon which termination 31 is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. Any such termination may be with respect to all of COMPANY's rights and obligations under this AGREEMENT or m...ay be with respect to one or more PATENT RIGHTS only, as shall be specified in the notice of termination. 12.2 12.2. Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 12.3. Termination for Default Default. (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within [**] days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for a breach of Section 3.1 occurring after the Termination Threshold has been met (as defined in such Section) or a breach as described in 23 Section 12.3(a) and subject to Section 3.1(a), 12.3(a), and fails to cure that breach within [**] days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to terminate such sublicense within thirty (30) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement and/or the license granted hereunder. 32 12.5 12.4. Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 1, 8, 9, 13, 14 13 and 15, 14, and Sections 2.4(b), 4.1(h), 4.1(g), 5.2 (obligation to provide final report and payment), 5.4, 11.1, 11.2 and 12.5. 12.4. (b) Inventory. 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 (i) COMPANY pays M.I.T. the applicable running royalty or other amounts due on such sales of LICENSED PRODUCTS in accordance with the terms and conditions of this Agreement, and (ii) COMPANY and its AFFILIATES and SUBLICENSEES shall complete and sell all work-in-progress and inventory of LICENSED PRODUCTS within [**] months after the effective date of termination. (c) Survival of Sublicenses. Upon termination of this Agreement for any reason, all sublicenses granted by COMPANY that are in effect at the time of such termination shall survive such termination and be assumed by M.I.T. in accordance with their terms; provided that, M.I.T. shall not, in connection with such assumption, be required to assume any obligations that are greater than those contained in this Agreement and each such sublicense agrees in writing to continue to be bound by the terms of the applicable sublicense as assumed by M.I.T. (d) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. View More
