ENTIRE CRADA, MODIFICATIONS, ADMINISTRATION TERMINATION, AND NO EXCLUSIVITY Clause Samples

This clause defines the comprehensive scope and finality of the agreement, outlines how modifications can be made, addresses administrative termination, and clarifies that no party receives exclusive rights. In practice, it means the agreement represents the full understanding between the parties, any changes must be formally documented, either party may end the agreement under specified conditions, and all rights or licenses granted are non-exclusive. The core function of this clause is to ensure clarity and prevent misunderstandings by consolidating all terms, setting procedures for changes or termination, and confirming that no exclusive arrangements are implied.
ENTIRE CRADA, MODIFICATIONS, ADMINISTRATION TERMINATION, AND NO EXCLUSIVITY. A. This CRADA with its annexes contains the entire agreement between the Parties with respect to the subject matter hereof, and all prior representations or agreements relating hereto have been merged into this document and are thus superseded in totality by this CRADA. B. Any agreement to materially change any terms or conditions of this CRADA or the annexes shall be valid only if the change is made in writing, executed by the Parties hereto, and approved by DOE. C. The Contractor enters into this CRADA under the authority of its prime contract with DOE. The Contractor is authorized to and will administer this CRADA in all respects unless otherwise specifically provided for herein. Administration of this CRADA may be transferred from the Contractor to DOE or its designee with notice of such transfer to the Participant, and the Contractor shall have no further responsibilities except for the confidentiality, use and/or nondisclosure obligations of this CRADA. D. This CRADA may be terminated by either Party upon thirty (30) days written notice to the other Party. If Article II provides for advance funding, the Contractor may also terminate its participation in this CRADA in the event of failure by the Participant to provide the necessary advance funding. In the event of termination by either Party, each Party shall be responsible for its share of the costs incurred through the effective date of termination, as well as its share of the costs incurred after the effective date of termination, and which are related to the termination. The confidentiality, use, and/or non-disclosure obligations of this CRADA shall survive any termination of this CRADA, as well as provisions of this CRADA which would naturally survive termination or expiration of this CRADA. E. Subject to the provisions contained herein, this CRADA shall not restrict a Party to this CRADA from discussing or performing similar work with a third party. FOR CONTRACTOR: BY TITLE DATE FOR PARTICIPANT: BY TITLE DATE
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