By the University. 8.1.1 If the Licensee breaches or fails to perform one or more of its obligations under this Agreement, the University may deliver a written notice of default to the Licensee. Without further action by a party, this Agreement shall terminate if (a) the University has not been paid the full amount of the Administrative Handling Fee set forth in section 10.9 of the EPLA, and (b) the default has not been cured in full within either sixty (60) days after the delivery to the Licensee of the notice of default if the default relates to a payment or reimbursement obligation under this Agreement, or ninety (90) days after the delivery to the Licensee of the notice of default if the default relates to any other matter.
By the University. The University agrees to defend, indemnify, and hold MSS harmless from and against any and all third-party claims, damages, actions, liabilities, costs and expenses arising out of or in connection with (i) any damage, including but not limited to damage to any property and personal injury or death, by whomever suffered arising out of or resulting from any negligent or willful act of the University relating to the subject matter of this Agreement, and (ii) any breach or claimed breach of the warranties and representations set forth in Section 14.1 above.
By the University. 8.1.1. If the Company breaches or fails to perform one or more of its duties under this Agreement, the University may deliver to the Company a written notice of default. The University may terminate this Agreement by delivering to the Company a written notice of termination if the default has not cured in full within sixty (60) days of the delivery to the Company of the notice of default.
By the University. 8.1.1 If the Licensee breaches or fails to perform one or more of its obligations under this Agreement, the University may deliver a written notice of default to the Licensee requiring the Licensee to: (a) pay the University the Administrative Handling Fee set forth in subsection 11.7 of the Key Details within [***] of receipt of the notice of default, and (b) cure the default in full within: (x) [***] of receipt of the notice of default if the default relates to a payment or reimbursement obligation under this Agreement, or (y) [***] of receipt of the notice of default if the default relates to any other matter. If the Licensee fails to either pay the University the Administrative Handling Fee or to cure the default in full within the required timeframe as set out above, then the University may immediately terminate this Agreement.
By the University. If the University does not comply with a timeline set forth in this Article, the grievant or their representative has the right to appeal the grievance to the next step of the Grievance or Arbitration procedure in accordance with the timelines provided in this Article.
By the University. The University agrees to defend and indemnify and hold the Company harmless against any and all claims, suits, proceedings, expenses, recoveries and damages, including court costs and reasonable attorneys fees and expenses, arising out of, based on, or caused by the breach by the University of any representation of warranty contained in this Agreement, except to the extent that such claims, suits, proceedings, expenses, recoveries or damages arise from or are aggravated by acts of or failure to act by the Company; provided that the Company shall provide the University with reasonably prompt written notice of any claim or action for which it seeks indemnification under this Section 7.1. The University shall have sole control of the defense and settlement of any such claim or action; and the Company shall reasonably cooperate and provide reasonable assistance in connection with the defense and settlement of any such claim or action. Nothing in this Section 7.1 shall be construed as requiring the University to defend, indemnify, or hold the Company harmless with respect to any claim, suit, proceeding, expense, recovery, or damage related to alleged infringement of any third party Patent Right by any product, device, or method developed by the University under this Agreement.
By the University. From and after the execution of this Agreement, the University shall keep secret and retain in the strictest confidence, and shall not use for the benefit of any person other than the Company, all confidential information and trade secrets disclosed to the University relating to any Licensed Product or the business and other operations of the Company, including, without limitation, the Licensed Patent Rights and associated Know-How that will be developed, designed, and/or otherwise created, whether or not any of such technology is protected or can be protected by patents, trademarks, copyrights or other intellectual property rights. The University shall use reasonable efforts to ensure that all employees, contractors and consultants employed or engaged by the University in furtherance of its business shall maintain the same confidentiality related to Company matters that are required by the University. For purposes of this Agreement, the parties understand and agree that the term “confidential information” does not include information which (i) has been published or is now in the public domain, or in the future becomes published or in the public domain through no action of the University; (ii) subsequent to disclosure hereunder, is received by the University from a third party not known by the University to be under an obligation of confidentiality to the Company; (iii) is independently developed by the University without reference to the confidential information of the Company; or (iv) is disclosed with the prior written approval of the Company. Company understands that in the course of prosecution of Patent Rights, it may be desirable and/or necessary that certain information be disclosed to one or more patent offices or otherwise, and nothing in this Agreement shall be construed as restricting the University from making such disclosures.
By the University. If the University is requested or required by a court having competent jurisdiction, by oral questions, by interrogatories, or similar requests for information or documents, by subpoena, civil investigative demand or similar process, to disclose any confidential information of the Company, the University shall provide the Company with written notice of such request or requirement so that the Company may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. The University agrees to cooperate with the Company, at the Company’s sole expense, in obtaining such protective order. If the Company does not obtain such protective order or provide a waiver of the obligations of this Agreement within a reasonable time after the University has provided written notice under this paragraph, the University may disclose such confidential information pursuant to such request or requirement without liability under this Agreement.