Termination Clause Example with 7 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. At any time, Director may be removed as Board Member as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to pr...ovide any advance notice or any reason or cause for termination of Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.View More
Variations of a "Termination" Clause from Business Contracts
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director (i) as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. law or (ii) immediately for Cause. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from... this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. For purposes of this Agreement, Cause means: (A) any action which might be reasonably considered to be immoral, deceptive, scandalous, or obscene, (B) any action which could reasonably injure, tarnish, damage or otherwise negatively affect the reputation of the Company, (C) commission at any time of any act or omission that results in a conviction or plea of no contest for any felony or crime involving moral turpitude, (D) commission at any time of any act of fraud, embezzlement, willful misappropriation of material Employer property, or willful and material misconduct, or (E) any violation of Director's a duty of loyalty, or a material violation of this Agreement. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. termination. View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, poli...cies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. 2 (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. termination. View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, poli...cies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. 2 (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. termination. View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, poli...cies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. termination. View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company... shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a Director's termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, poli...cies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; termination. 2 5. Termination Obligations. (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to his services belong to Company and shall be entitled to his rights under any other applicable law. Thereafter, all promptly returned at the request of Company's obligations under this Agreement shall cease. Company. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure (c) The Company and Director agree that their obligations also apply to Proprietary Information belonging to customers under this Section, as well as Sections 3(b), 4(b), 5(a), 5(b), 6, 7, 8, 9, 13 and suppliers 14 shall survive the termination of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. this Agreement. View More
Termination. At any time, Director may be removed as Board Member at any time as provided in Company's Articles of Incorporation, as amended, Incorporation and bylaws, as amended, and applicable law. (b) Termination Grant. In the event that the Director is removed by the Company prior to the end of the Term pursuant to Section 4(a), Director shall receive the balance of his Compensation and Benefits pursuant to Section 3 through the date of termination, and an additional issuance, or grant, of 100,000 shares... of the Company's common stock or RSUs ("Termination Grant"). Director shall not be entitled to the Termination Grant pursuant to this Section 6(b) in the event that the Director resigns pursuant to Section 6(c), or is removed for Cause pursuant to Section 6(d). (c) Resignation by Director. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, Incorporation and bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be not required to provide any advance notice or any reason or cause for termination of or Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Incorporation and Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) (d) Removal for Cause. Director may be removed from serving a Board Member or Director for cause. "Cause" means the Director's: (i) willful misconduct, gross negligence, fraud, embezzlement or other material dishonesty with respect to the affairs of the Company or any of its affiliates; (ii) material failure to meet minimum performance expectations of the Board/Shareholders; (iii) conviction, plea of nolo contendere, guilty plea, or confession to either a felony or any lesser crime relating to the affairs of the Company or any of its affiliates or of which fraud, embezzlement, or moral turpitude is a material element; or (iv) a material breach of this Agreement or a breach of a fiduciary duty owed to the Company, provided that any such breach, if curable, shall not constitute Cause unless the Company has provided the Executive with (x) written notice of the acts or omissions giving rise to a termination of his employment for Cause; (y) the opportunity to correct the act or omission within 30 days after receiving the Company's notice (the "Cure Period"); and (z) an opportunity to be heard before the Board with the Director's counsel present prior to the expiration of the Cure Period. 3 (e) Termination Obligations (i) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director in connection with the Services and his membership on the Company's Board of Directors or any committee therefore is the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company's Board of Directors. (ii) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he she shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. (iii) Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during confidential information, or trade secrets belonging to Company, whether in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and to other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. Company or after the term of this Agreement, and Proprietary Information. This Section 6 shall survive the termination of this Agreement. View More
