Common use of Term Termination and Default Clause in Contracts

Term Termination and Default. A. The term of this Agreement shall be for three (3) years commencing on the date hereof and shall renew automatically for successive one year periods unless the Project, Services, and/or Study has been completed or terminated by either party upon written notice. The parties may also terminate, as applicable, this Agreement and all relevant IPAs pursuant to the following conditions: 1. Sponsor may terminate any IPA prior to the Study’s completion at any time for any reason upon thirty (30) days written notice to Covance, except when the reason for termination is the safety of subjects, then it can be terminated immediately. Covance may not terminate any IPA without cause, except when the reason for the termination is the safety of subjects and then Covance can terminate immediately. In the event of such termination by a party, the applicable Covance Entity shall be entitled to full payment for (i) work performed on the Project up through the date work on such Project is concluded by the applicable Covance Entity and (ii) reimbursement for all non-cancellable and non-refundable expenses and financial obligations which the applicable Covance Entity has incurred or undertaken on Sponsor’s behalf (e.g., purchase of external databases). Further, the applicable Covance Entity and Sponsor shall cooperate with each other during such Project termination to safeguard patient safety, continuity of patient treatment and to comply with applicable laws, rules and regulations.