Term and Termination Sample Clauses
The 'Term and Termination' clause defines the duration of the agreement and the conditions under which it may be ended by either party. It typically specifies the start and end dates of the contract, outlines procedures for renewal, and details the circumstances—such as breach, insolvency, or mutual agreement—that allow for early termination. This clause ensures both parties understand how long their obligations last and provides a clear process for ending the relationship if necessary, thereby reducing uncertainty and managing risk.
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Term and Termination. The Term of this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances:
A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall
1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement.
2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones.
B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if
1. NewLink ceases to function as a going concern;
2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days;
3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or
4. NewLink makes an assignment for the benefit of creditors.
C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration.
D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR.
E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after...
Term and Termination. (a) This Agreement will be for a term of 1 year from the date hereof; provided however, that this Agreement will be extended for successive one (1) year periods unless either party, by written notice to the other, shall give at least 180 days prior notice of its intention to terminate the Agreement at the end of the current contract year, in which case there shall be no automatic extension. Termination in accordance with this paragraph will be without penalty to either party. Both parties will remain responsible for their respective obligations with regard to actions, events, and services received or rendered prior to the date such termination becomes effective.
(b) Either party shall have the right to immediately terminate this Agreement by giving the other written notice if (i) a person owning more than 50% of the voting shares of the other party ceases to own more than 50% of the voting shares of the other party; (ii) the other party shall be wound up, go into liquidation, or for any other reason shall cease or threaten to cease to carry on its business or shall transfer its business; (iii) a decree or order by a court or governmental agency or authority shall be entered for the appointment of a conservator, receiver or liquidator for the other party in an insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or the other party shall consent to such appointment. Termination under this subparagraph shall be effective 270 days after Customer’s written notice to Service Provider, and upon 270 days after Service Provider’s written notice to Customer.
(c) If either party materially breaches the terms or duties imposed upon it by this Agreement, the non-breaching party may, at its option, give the other party at least thirty (30) days written notice of the breach. The notice shall specify the nature of the breach. If, at the end of the notice period, the breaching party has not remedied the breach then the Agreement may be terminated by the non-breaching party by notice given within 90 days after the expiration of the notice period specifying a termination date satisfactory to the non-breaching party, provided however, that any termination under this paragraph shall not prejudice the rights of either party against the other.
(d) In the event that any notice period or time period for termination of this Agreement under any subparagraph of this Paragraph 5 shall extend beyond the termination date or any subsequent termina...
Term and Termination. 8.1 This Agreement shall have a term which extends from the Effective Date to the latest date of expiry of a patent included in the Technology obtained by the University or its assigns pursuant to the University obligations as defined by this Agreement and in the event the IP is protected under the provisions of copyright law the term shall be a period of twenty years following the Effective Date.
8.2 The University shall have the right to terminate this Agreement when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful Protection or Commercialization of the IP. In the event of such termination, the University shall be released from its obligation to pay any further Direct Costs. The University shall advise the Researchers of its intention to terminate the Agreement by notice in writing sent to the Researchers in accordance with Article 11.
8.3 In the event of termination of this Agreement under Article 8.2 and upon the Researchers formally providing notice to the University, in accordance with Article 11, that they wish to independently continue to pursue the Protection and Commercialization of the IP, the Researchers and the University agree to thereafter reasonably negotiate a post-termination settlement agreement whereby the University shall reassign any right, title and interest in the IP to the Researchers, or such other single third party as may be identified in writing by all of the Researchers, subject to the University being entitled to: i) reimbursement of all past Direct Costs and ii) a reasonable future claim of Revenue and\or Equity that may be independently generated by the Researchers, such future claim of Revenue and\or Equity to be reasonable and commensurate with WatCo’s level of investment and effort to advance the commercial readiness of the IP prior to termination.
8.4 If a Commercialization agreement for the IP has not been executed within five (5) years of the Effective Date, Researchers thereafter shall have the right to terminate this Agreement by providing the University with ninety (90) days written notice in accordance with Article 11. For clarity, the Researchers shall not have the right to terminate this Agreement upon WatCo formally executing a Commercialization agreement with a third party within five (5) years of the Effective Date.
8.5 In the event the Researchers elect to terminate in accordance with Section 8.4, they are entitled to request the assignment of ...
Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.
(b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following:
(i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct;
(ii) the conviction of the Administrator of a felony;
(iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof);
(iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or
(v) the bankruptcy or insolvency of the Administrator.
(c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.
Term and Termination. 2.1 This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until May 22, 2018 (the “Initial Term”). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement.
2.2 Either Emergency or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination.
2.3 If Emergency or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Emergency or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the earlier of: (a) the effective date of a new interconnection agreement between Emergency and Verizon; or, (b) the date one (1) year after the proposed date of termination.
2.4 If Emergency or Verizon provides notice of termination pursuant to Section 2.2, and by 11:59 PM Eastern Time on the proposed date of termination neither Emergency nor Verizon has requested negotiation of a new interconnection agreement (or, in accordance with Subsection 2.3(b), if no new agreement is reached by the date one (1) year after the proposed date of termination), then (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination (or in the case of termination in accordance with Subsection 2.3(b), at 11:59 PM Eastern Time on the date one (1) year after the proposed date of termination), and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or Statement of Generally Available Terms (SGAT).
Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term.
B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party.
C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F.
D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.
Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement.
16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;
(c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
16.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which ...
Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.
(b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.
(c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously...
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue...
Term and Termination. This Agreement shall be effective upon your acceptance of this Agreement, as provided above, and shall continue until you or we terminate this Agreement as permitted herein. If you subscribe to a plan with a minimum term commitment (a "Term Plan"), you agree to maintain your Service or Bundled Service for the duration of that Term Plan, including any renewal Terms, if applicable. Your Term Plan begins on the later of: (a) the date you change your existing Service plan to a Term Plan; or (b) the date provisioning of your Service is complete ("Service Ready Date"), which will be the due date established by Verizon (after the Equipment has been delivered) if you are self-installing the Service; for Bundled Services, your Term Plan begins once all Bundled Services have been provisioned. You will begin receiving any Term Plan or other discount associated with a Bundled Service plan once all Bundled Services have been provisioned. Depending on the plan selected, your Term Plan will either expire at the end of the initial minimum term commitment period or will automatically renew for the same number of months as the initial minimum term commitment period (a "renewal Term"). If a Term Plan expires, your Service will continue and automatically convert to month-to-month rates that may be higher than Term rates. If you subscribe to a Term Plan with automatic renewals, your Term Plan will renew after each initial and renewal Term at then-current Term rates unless you or we cancel the renewal by contacting the other within the 30 day period before or the 60 day period after the renewal date. When you select a Term Plan, the monthly rates, minimum term periods, renewal terms, early termination fee and other terms of that plan will also apply and become part of this Agreement. In the event you change Service or Bundled Service plans, your monthly rate and term commitment may change (depending on the plan you select); otherwise, the terms of this Agreement will remain in effect unless otherwise provided. We reserve the right to terminate the Service (or any part thereof) in the event we cease to offer the Service generally or to your location. If we cease offering the Service (or any part thereof), we will give you at least thirty (30) days advance notice.