Effect of Termination or Expiration Clause Samples
The "Effect of Termination or Expiration" clause defines what happens to the rights and obligations of the parties once a contract ends, either through termination or by reaching its natural expiration date. Typically, this clause specifies which provisions of the agreement will continue to apply after termination, such as confidentiality, payment of outstanding amounts, or dispute resolution obligations. Its core practical function is to ensure that both parties understand their ongoing responsibilities and to prevent disputes about what survives the end of the contractual relationship.
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Effect of Termination or Expiration. Upon any termination of this ▇▇▇▇, or license granted pursuant to this ▇▇▇▇, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to OT or destroy all copies of Software, Documentation, and OT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to OT or destroyed. Any terms in this ▇▇▇▇ which by their nature extend beyond termination or expiration of this ▇▇▇▇ will remain in effect until fulfilled.
Effect of Termination or Expiration. 12.4.1 Upon the natural expiration of this Agreement, LICENSOR hereby grants to LICENSEE a royalty-free, fully paid-up right and non-exclusive license to use the Licensed Know-How for the purpose of the Development and Commercialization of the Licensed Products in the Field within the Territory.
12.4.2 Upon termination or the natural expiration of this Agreement, LICENSEE shall pay to LICENSOR all amounts due to LICENSOR as of the effective date of termination or expiration within [***] ([***]) days following the effective date of termination or expiration.
12.4.3 Upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Licensed Product for a period of [***] ([***]) days following the termination of this Agreement so long as LICENSEE is able to do so in compliance with Applicable Laws and has fully paid, and continues to fully pay when due, any and all Royalties, Milestone Payments and Sublicense Fees owed to LICENSOR, and LICENSEE otherwise is not in material breach of this Agreement.
12.4.4 Subject to Section 12.4.3, upon termination of this Agreement, all licenses granted by LICENSOR to LICENSEE shall terminate, provided that any sublicenses granted by LICENSEE hereunder shall survive; provided further that each sublicensee is then in full compliance with its sublicense agreement and promptly agrees in writing to be bound by the applicable terms of this Agreement and agrees to pay directly to LICENSOR the amounts due thereunder.
12.4.5 Upon termination of this Agreement for LICENSEE’s breach pursuant to Section 12.2 or Section 12.3:
(a) LICENSEE hereby grants to LICENSOR a non-exclusive, royalty-bearing (pursuant to subsection (d) below), worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any Intellectual Property Rights Controlled by LICENSEE that are necessary for the Development or Commercialization of the Licensed Products and were not already required to be assigned to LICENSOR pursuant to Section 6.3.
(b) To the extent permitted by applicable Regulatory Authorities, LICENSEE shall at LICENSOR’s sole cost and expense (i) transfer to LICENSOR all Regulatory Filings, Regulatory Approvals and data (including safety data) held by LICENSEE with respect to the Licensed Products and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit LICENSOR to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings...
Effect of Termination or Expiration. Termination of this Agreement, whether by expiration or otherwise, shall not affect or prejudice any rights or obligations of either Party, including those relating to amounts payable under this Agreement up to and including the time of any termination.
Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
Effect of Termination or Expiration. Upon and after the expiration or termination of this license, all rights granted to the Licensee hereunder shall forthwith revert to the Licensor, who shall be free to license others to use the Domain Names and the Licensee will refrain from further use of the Domain Names or any, direct or indirect use.
Effect of Termination or Expiration. 13.6.1 Upon termination or expiration of this Agreement, LICENSEE shall pay all Fees due as of the effective date of termination or expiration within ***** following such effective date of termination or expiration.
13.6.2 Upon termination of this Agreement, and subject to Section 13.6.4(d) below, LICENSEE shall have the right to sell its remaining inventory of each Product following the termination of this Agreement; provided that (a) LICENSEE has fully paid, and continues to fully pay when due, any and all Fees pursuant to the terms hereof; (b) LICENSEE is not in material breach of this Agreement; and (c) ***** occurred prior to the effective date of termination.
13.6.3 For the avoidance of doubt, upon termination of this Agreement, all licenses granted by PFIZER to LICENSEE and, at PFIZER’s option, all sublicenses granted by LICENSEE in connection with this Agreement shall terminate.
13.6.4 Upon termination of this Agreement by PFIZER:
(a) LICENSEE shall grant, and hereby grants, to PFIZER an exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to the Developed IP to the extent necessary or useful to (i) Develop, Commercialize or Use the Products or (ii) copy, distribute, make derivative works and otherwise exploit the Developed IP in connection with Developing, Commercializing and Using the Products, solely for such purposes. For clarity, LICENSEE retains all rights to the Developed IP in connection with products other than the Products.
(b) LICENSEE shall, at PFIZER’s request, undertake promptly and completely to (i) return to PFIZER or, at PFIZER’s option, to any of its Affiliates or a Third Party designated in writing by PFIZER (“Designated Affiliate/Third Party”) all Documentation, Items, Regulatory Filings and other regulatory-related documentation and materials provided by PFIZER to LICENSEE in connection with the Transfer Activities described in Schedule D and subsection (ii) of this Section, and (ii) perform the activities described in Schedule D (including the transfer of all Regulatory Filings, materials and documents) that PFIZER performed for LICENSEE for PFIZER or, at PFIZER’s option, the Designated Affiliate/Third Party; provided that LICENSEE shall perform such transfer and activities at LICENSEE’S expense and with respect to the Products and the Compounds as such exist as of the effective date of termination. LICENSEE shall transfer all materials, documents and...
Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
(a) all rights, licences, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
(b) Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and:
(i) within thirty (30) days return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and
(ii) permanently erase all Customer Data and Customer's Confidential Information from the Provider Systems, provided that, for clarity, Provider's obligations under this Section 10.4(b) do not apply to any Resultant Data;
(c) Customer shall immediately cease all use of any Services or Provider Materials and:
(i) within thirty (30) days return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating. or based on any Provider Materials or Provider's Confidential Information;
(ii) permanently erase all Provider Materials and Provider's Confidential Information from all computer systems that Customer directly or indirectly controls; and
(iii) for Customers that install Provider’s software-as-a-service on-premise locally, certify to Provider in a statutory declaration of a senior officer of Customer that it has complied with the requirements of this Section 10.4(c);
(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control:
(i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law;
(ii) Provider may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law;
(iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and
(iv) all information and materials described in this Section 10.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
(e) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials;
(f) if Provider terminates this Agreement under Secti...
Effect of Termination or Expiration. Upon expiration of this Agreement, neither Cyclerion nor Ironwood shall have any further obligations under this Agreement, except that:
(a) Cyclerion shall deliver to Ironwood or, at Ironwood’s option, dispose of, any Materials in its possession or control and all Deliverables developed through termination or expiration;
(b) No later than thirty (30) days after the date of the completed performance of any wind-down instructions from Ironwood, Cyclerion shall provide Ironwood with a final reconciliation containing an itemized accounting of Services performed, expenses incurred and payments received to determine any and all amounts owed to or by each Party. Ironwood will pay Cyclerion all undisputed fees for Services performed and all permitted reimbursable expenses through the expiration date in accordance with the provisions of this Agreement. In addition, Ironwood will reimburse Cyclerion for all reasonable, non-cancellable obligations to Third Parties incurred by Cyclerion in the course of its performance of Services and any reasonable costs incurred in connection with performing Ironwood’s wind-down instructions, in each case in accordance with the provisions of this Agreement. Cyclerion will promptly refund any monies paid in advance by Ironwood for Services not rendered and in excess of any applicable payments owed by Ironwood under this Agreement. Any net amount owed by either Party will be paid within thirty (30) days following receipt of the itemized accounting;
(c) A Party that has received the other Party’s Confidential Information will promptly return to the Disclosing Party or destroy all Confidential Information and all tangible items relating to such Confidential Information, and all copies thereof in the possession or control of the receiving Party, such Party’s Affiliates, Representatives or any Permitted Subcontractors, provided to the recipient under this Agreement which has been terminated or has expired; provided, however, that the receiving Party of the other Party’s Confidential Information may retain one (1) copy in the separate files of such receiving Party’s legal counsel solely for legal compliance purposes and with respect to electronic copies, the Receiving Party shall (i) be obligated to use only commercially reasonable efforts to remove all active copies and (ii) not be obligated to delete archival copies retained in accordance with its normal procedures, or to remove any hidden or partial copies; provided further, however, th...
Effect of Termination or Expiration. Neither termination nor expiration will release Grantee from any liability or obligation under this Easement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date the Premises are restored as required by Section 9.
Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information in confidence pursuant to Section 9; and
17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement.