Post-Termination Activities Clause Samples

Post-Termination Activities. Upon termination or cancellation of this Letter Agreement all obligations and rights under this Letter Agreement will end on the effective date of the termination or cancellation with the following exceptions: (i) Endeavor's EPIC clients shall continue to have private label access to the content sources and/or services provided by or through HealthGate hereunder for the entire term for which Endeavor has made payment for such content and/or services. (ii) The commissions referred to in paragraphs 8 (b) and 13 shall be paid; and (iii) The provisions of paragraphs 14, 15, 16, 17, 18, and 19 shall survive the termination of this letter agreement.

Post-Termination Activities. Executive acknowledges and agrees that, during the course of his employment with the Company, he had access to the Company’s Proprietary, Trade Secret and Confidential Information, and that disclosure to or use of such information by a competitor of the Company would cause the Company irreparable harm. Executive agrees and acknowledges that should he engage in the restricted activities as set forth in Section 5 hereof, he will inevitably disclose the Company’s Proprietary, Trade Secret and Confidential Information.

Post-Termination Activities. (a) Each Party will render a post-termination report as required by Sections 4.11, 9.1, and 9.2 within the period specified in such provisions after the date of termination or expiration of this Agreement. Each Party will be entitled to conduct one audit in accordance with Section 9.9 within ninety (90) days after the date of termination or expiration. To the extent surviving termination, each Party will continue to comply with the terms of all licenses granted to it in accordance with Section 10.14. (b) During the relevant TDP, within sixty (60) days after the end of each fiscal calendar quarter, each Party will furnish the other Party with a written statement, in reasonably specific detail, stating in United States dollars for the immediately preceding fiscal calendar quarter or part thereof, the Division Margin as described in Section 17.7(c) and the royalties accrued thereunder. Each such statement will be accompanied by payment of the amount payable, if any, pursuant to Section 17.7(c). (c) During the relevant TDP, each Party will keep records in accordance with Section 9.6 and will be entitled to an annual audit in accordance with Section 9.7 solely to the extent necessary to establish and confirm amounts payable pursuant to Section 17.7.

Post-Termination Activities. (a) The Executive agrees that during his employment with the Company and for 12 months thereafter, the Executive will not, and will not cause others to: (i) solicit or induce or attempt to solicit or induce any employee or full time consultant of the Company (whether such person is presently employed by the Company or may later be employed), to leave the Company's employ or otherwise interfere with the employment relationship between any such person and the Company; (ii) solicit for competitive purposes, or attempt to divert, take away, any exclusive suppliers or customers of the Company or potential customers of the Company to whom the Company has made presentations seeking to establish business relationships during the Term, of which the Executive knew or should have known; or (iii) publicly disparage the Company, its operations, business, Board, directors, officers, management or employees; or [USi LOGO] (iv) compete with the Company or its subsidiaries in the ASP market anywhere in the United States; provided, however, that this clause (iv) shall not apply upon the Executive's termination by the Company without Cause or termination by the Executive for Good Reason. (b) In the event the terms of this Paragraph 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its time period or geographic scope, the terms will be interpreted to extend only over the maximum period of time and geographic scope which the court determines are enforceable.

Post-Termination Activities. (a) The Executive agrees that during his/her employment with the Company and for 12 months thereafter, the Executive will not, and will not cause others to: (i) solicit or induce or attempt to solicit or induce any employee or full time consultant of the Company (whether such person is presently employed by the Company or may later be employed), to leave the Company's employ or otherwise interfere with the employment relationship between any such person and the Company; (ii) solicit, or attempt to divert, take away or call on, any exclusive suppliers, customers or potential customers of the Company; or (iii) disparage the Company, its operations, business, Board, directors, officers, management or employees; or (iv) compete with the Company or its subsidiaries in the ASP market anywhere in the United States; (b) In the event the terms of this SECTION 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its time period or geographic scope, the terms will be interpreted to extend only over the maximum period of time and geographic scope which the court determines are enforceable.

Post-Termination Activities. In the event that either Party issues a notice of termination of this Agreement, the Parties will exercise Commercially Reasonable Efforts during the [***] period following issuance by a Party of such notice of termination to reach agreement regarding an appropriate wind-down plan, taking into account ethical responsibilities to patients in clinical trials (if any), control of any trailing project costs, and the stewardship of intellectual property and other assets created by the Parties hereunder. Battelle shall promptly transfer or return to Discovery Labs all data, reports, materials, Discovery Labs Inventions, designs, models, working embodiments, prototypes etc. of the device, and must take continuing action to disclose and transfer the know-how and technical information relating to the Project to Discovery Labs and to cooperate and take measures to assign to Discovery Labs and execute such documents as Discovery Labs may reasonably request to perfect Discovery Labs’ title as sole owner of all Discovery Labs’ Inventions. Except as provided in Section 5.D(i), Discovery Labs shall pay Battelle’s reasonable expenses in complying with this Section 5.F. Battelle shall issue to Discovery Labs detailed invoices in a manner consistent with those prepared for Stage 1 Work described in Section 3.A.

Post-Termination Activities. (i) ▇▇▇▇▇▇▇ will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have ▇▇▇▇▇▇▇ wind down the applicable activity. ▇▇▇▇▇▇▇ will bear any costs incurred in winding down any such activity (unless Licensor has exercised its Co-Funding Option and the provisions of Section 4.8 have not been terminated in accordance with Section 4.8.2(b)(v) or Section 4.8.3, in which case they shall be shared by the Parties as Shared Development Costs to the extent applicable). Licensor will reimburse ▇▇▇▇▇▇▇ for any costs incurred after the Termination Effective Date to complete or transfer any activity. (ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), ▇▇▇▇▇▇▇ will supply Licensor with the Reverted Products at a price equivalent to ▇▇▇▇▇▇▇’▇ Cost of Goods plus [***]% of such Cost of Goods, provided that ▇▇▇▇▇▇▇ will not be obligated to continue to supply the Reverted Products for more than [***] months after the Termination Effective Date. (iii) If the First Commercial Sale of a Reverted Product has occurred in a country before the Termination Effective Date, then, if requested by Licensor, ▇▇▇▇▇▇▇ will continue to Commercialize such Reverted Product in such country in accordance with the terms and conditions of this Agreement, for a period requested by Licensor not to exceed [***] months from the Termination Effective Date. ▇▇▇▇▇▇▇ will be entitled to receive and retain all amounts invoiced on sales of Reverted Product during such period, subject to payment of royalties pursuant to Section 4.4.

Post-Termination Activities. Each Party will render a post-termination report as required by Sections 3.17, 8.10, and 8.11 within the period specified in such provisions after the date of termination or expiration of this Agreement. Each Party will be entitled to conduct [***] in accordance with Section 8.15 within [***] after the date of termination or expiration.

Post-Termination Activities. (a) The Executive agrees that during his/her employment with the Company and for 12 months thereafter, the Executive will not, and will not cause others to: (i) solicit or induce or attempt to solicit or induce any employee or full time consultant of the Company, to leave the Company's employ or otherwise interfere with the employment relationship between any such person and the Company; (ii) solicit any exclusive suppliers, existing customers at the time of the Executives termination or specific and targeted potential customers of the Company; provided the Executive is attempting to obtain from such customer or targeted potential customer business of the type the Company was providing or offering to provide immediately prior to the Executives termination, or (iii) disparage the Company, its operations, business, Board, directors, officers, management or employees; or (iv) directly compete with USI's primary ASP service offerings anywhere in the United States without obtaining prior written permission from USI; (b) In the event the terms of this SECTION 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its time period or geographic scope, the terms will be interpreted to extend only over the maximum period of time and geographic scope which the court determines are enforceable.