Contract Term and Termination 1. This Contract is concluded for a definite period of time, namely for the period of validity of the appointment of STC an issuer of unique identifiers.
2. During the period of validity of the appointment of STC an issuer of unique identifiers, the Contract may be terminated as follows:
a) By a written agreement of the Contracting Parties according to the provision of Section 1981 of the Civil Code, while the Contract termination shall take effect at the moment determined in the agreement; the agreement shall also include an arrangement on settlement of mutual obligations and liabilities;
b) By a written notice of withdrawal from the Contract under the terms and conditions determined in the provision of Section 2002 of the Civil Code in the event either Contracting Party breaches the Contract seriously;
c) By a written notice of termination of the Ordering Party with a notice period of 3 months if the Issuer announces a change in the terms and conditions specified in the Operating Rules or STC API Specification, within the meaning of Article I (8) hereof; and the Ordering Party does not agree with such a change;
d) By a written notice of termination of the Issuer with a notice period of 3 months if, during the negotiations of the Contracting Parties within the meaning of Article V (5) hereof or Article XII (6) hereof, the Contracting Parties reach no agreement concerning a change in the Price or in other terms and conditions hereof within 3 months following the start of such negotiations.
3. The Contracting Parties are entitled to withdraw from the Contract under the terms and conditions determined hereby. A withdrawal shall take effect on the date of delivery of the written notice of withdrawal to the other Contracting Party. All rights and obligations of the Contracting Parties under this Contract shall expire upon the withdrawal from this Contract except for those the nature of which clearly implies that they should continue. However, a withdrawal from the Contract shall not affect the entitlement to compensation for damage caused by a breach of the Contract and of the confidentiality obligation. The Contracting Parties shall keep the performance that they provided to each other before the effect date of the withdrawal from the Contract.
4. The Contracting Parties agree that the following shall be regarded as fundamental breach of Contract:
a) Repeated delay of the Issuer of more than 15 days in the handover of UIs more than three times;
b) Delay of the Ordering Party of more than 30 days with payment of two or more invoices;
c) Bankruptcy is declared for the assets of the other Contracting Party or a proposal of bankruptcy is rejected for insufficient assets, or the other Contracting Party goes bankrupt, becomes insolvent, enters liquidation, negotiates with creditors concerning terms of a debt settlement, or an insolvency administrator, a trustee in bankruptcy, an administrator appointed in favour of creditors continues in the activity of the other Contracting Party, or a step or event occurs that would have (according to the applicable law) an effect similar to any of the steps or events above; In other cases and when in doubt, a breach of the Contract shall not be considered fundamental.
Term and Termination The term of this Agreement shall commence as of the Effective Date and shall stay in effect until the last to expire issued Valid Claim covering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”).
a. If LIMR believes in good faith that NewLink has materially breached its obligations under Section 9(a), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce NewLink’s exclusive License to a nonexclusive license or revoke the License in its entirety (by terminating the Agreement), provided that prior to taking this action:
(1) LIMR shall provide NewLink written notice of the perceived breach, describing in detail the basis for LIMR’s belief that such perceived breach has occurred, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure; and
(2) NewLink shall have ninety (90) days to establish that it has met or will, within such ninety (90) day period, meet the applicable obligations; if the parties are still in dispute as to whether NewLink has met such obligations or cured such breach within ninety (90) days after receipt of notice from LIMR, the dispute will be submitted to binding arbitration in accordance with Section 23(b) of this Agreement, and if such arbitration determines that NewLink materially breached its obligations under Section 9(a) and did not cure such breach, then LIMR shall have the option to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, in each case, upon prior written notice to NewLink.
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 bankruptcy petition or action is filed or taken by or against NewLink under any United States bankruptcy law;
(3) a receiver, assignee or other liquidating officer is appointed with control for all or substantially all of the assets of NewLink; or
(4) NewLink makes an assignment for the benefit of creditors of all or substantially all its assets; provided, that, in the case of subclauses (b)(2), (3) or (4) above, such aforementioned circumstance is not remedied, dismissed or stayed within the earlier of sixty (60) days of (x) occurrence of (b)(2), (3) or (4) or (y) LIMR’s notice of its intent to terminate this Agreement; Notwithstanding anything in Sections 4(a) or (b) or 23 to the contrary, at any time that LIMR or NewLink believes that the other party has defaulted under this Agreement and that such default will irreparably harm such party, in addition to its rights under this Agreement and at law, such party shall have the right to seek all applicable equitable remedies.
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 ninety (90) days written notice, unless NewLink shall make all such payments to LIMR within said ninety (90) day period, and provided that the payments demanded by LIMR are not disputed by NewLink. In the event of a dispute of such payments by NewLink, the parties shall use good faith efforts to resolve the dispute, which if not resolved by the end of four (4) months either party may submit the dispute to binding arbitration pursuant to Section 23(b). Any disputed payments submitted to arbitration hereunder be paid into escrow the arbitrator or other independent escrow agent acceptable to both parties in their reasonable discretion unless and until determined due by the arbitrator under Section 23(b), provided, however that if the arbitrator determines that amounts are payable by NewLink to LIMR, then such outstanding amounts will bear interest back to the date that they originally accrued at the default rate of Prime plus 4%. Prime shall be the prime rate published by the Wall Street Journal or if the Wall Street Journal publishes more than one prime rate, then the average of the prime rates published by the Wall Street Journal, and if the Wall Street Journal does not publish a prime rate, then the prime rate of the largest bank in Philadelphia, Pennsylvania.
d. NewLink shall have the right to terminate this Agreement at any time on ninety (90) days prior written notice to LIMR, provided that NewLink shall remain obligated to complete payment of all amounts that have accrued and are owed to LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, the license granted hereunder shall be deemed terminated, and all rights with respect to the subject matter thereof revert to LIMR and all further obligations of NewLink to LIMR (except for obligations accrued prior to such termination) shall automatically be terminated.
e. Upon expiration or termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that has accrued prior to the effective date of such termination. NewLink and any Sublicensee thereof may, however, after the effective date of such termination, sell all then existing Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 11 hereof.
f. Sections 4(e), 4(f), 7(b) (but solely with respect to sales made pursuant to Section 4(e)), 11, 12, 13 (solely for the period specified therein), 14, 18, 19, 20, 21 and 23 shall survive termination or expiration of this Agreement.
Agreement Term and Termination This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.
License Term and Termination Unless otherwise specified, any license granted is perpetual, provided however that if Customer fails to comply with the terms of this Agreement, HP may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration, Customer will either destroy all copies of the software or return them to HP, except that Customer may retain one copy for archival purposes only.
Appointment, Term, and Termination a. Client hereby engages and retains Dalmore to provide operations and compliance services at Client’s discretion.
b. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.