Term and Termination of Maintenance Sample Clauses

The 'Term and Termination of Maintenance' clause defines the duration of maintenance services provided under an agreement and the conditions under which those services may be ended. Typically, this clause specifies the start and end dates of the maintenance period, outlines any renewal options, and details the procedures or notice requirements for either party to terminate the maintenance arrangement early. Its core function is to provide clear expectations regarding how long maintenance obligations last and the process for ending those obligations, thereby reducing uncertainty and potential disputes between the parties.
Term and Termination of Maintenance. After the Initial Maintenance Term, Maintenance shall renew automatically on an annual basis at the rate set forth in the applicable Order Form; provided, however, that Agilos may increase Maintenance fees for any future annual period in accordance with Section 7.6 of these Terms and Conditions. End User may cancel Maintenance of Supplied Software licensed by Agilos by sending a registered written notice of such cancellation to Agilos at least sixty (60) days prior to the end of the Initial Maintenance Period or, following the Initial Maintenance Period, the then-current annual renewal period. Except as expressly set forth in an order form, non-renewal of support services shall apply to (i) all software licensed by licensee that is within the same software family and/or (ii) all software families purchased under the same order form. 7.1. The End User shall: (i) install and use all Updates of the Software made available by Agilos or its third party licensors; (ii) ensure that the Software is used only in accordance with any Severity 1 Support Case Within two (2) hours Severity 2 Support Case Within four (4) hours Severity 3 Support Case Within one (1) business day The terms of the Agreement apply to all Services provided to End User by Agilos. The Services that End User agrees to procure from and that Agilos agrees to provide, as well as the applicable fees, are set forth in these Terms and Conditions, the relevant Schedules, and Order Forms that are effective and binding when signed by representatives of End User and Agilos. The Terms and Conditions are deemed incorporated into and form a part of each Schedule and Order Form. The Services provided by Agilos that are not specified in a Schedule or Order Form, or that are provided prior to the execution of an appropriate Order Form, are also subject to these Terms and Conditions and relevant Schedules, unless these Services are expressly covered by a separate agreement signed by representatives of each Party.
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Term and Termination of Maintenance. After the Initial Maintenance Term, Maintenance shall renew automatically on an annual basis at the rate set forth in the applicable Order Form; provided, however, that Agilos may increase Maintenance fees for any future annual period in accordance with Section 7.6 of these Terms and Conditions. End User may cancel Maintenance of Supplied Software licensed by Agilos by sending a registered written notice of such cancellation to Agilos at least sixty (60) days prior to the end of the Initial Maintenance Period or, following the Initial Maintenance Period, the then-current annual renewal period. Except as expressly set forth in an order form, non-renewal of Severity 1 Support Case Within two (2) hours Severity 2 Support Case Within four (4) hours Severity 3 Support Case Within one (1) business day support services shall apply to (i) all software licensed by licensee that is within the same software family and/or (ii) all software families purchased under the same order form. This Services Schedule describes the specific terms with respect to the provision of Services, other than Maintenance, by Agilos. Unless otherwise defined in this Schedule, capitalized terms in this Services Schedule have the meanings provided in Agilos' Terms and Conditions. This Services Schedule applies to all Services provided by Agilos to End User.
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Term and Termination of Maintenance. After the Initial Maintenance Term, Maintenance shall renew automatically on an annual basis at the rate set forth in the applicable Order Form; provided, however, that Agilos may increase Maintenance fees for any future annual period in accordance with Section 7.6 of these Terms and Conditions. End User may cancel Maintenance of Supplied Software licensed by Agilos by sending a registered written notice of such cancellation to Agilos at least sixty (60) days prior to the end of the Initial Maintenance Period or, following the Initial Maintenance Period, the then-current annual renewal period. Non-renewal of Support Services shall apply to all items of one Supplied Software licensed by Agilos to the Licensee. Severity 1 Support Case Within two (2) hours Severity 2 Support Case Within four (4) hours Severity 3 Support Case Within one (1) business day This Services Schedule describes the specific terms with respect to the provision of Services, other than Maintenance, by Agilos. Unless otherwise defined in this Schedule, capitalized terms in this Services Schedule have the meanings provided in Agilos' Terms and Conditions. This Services Schedule applies to all Services provided by Agilos to End User.
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Related to Term and Termination of Maintenance

  • Term and Termination of Agreement This Agreement shall terminate upon the earlier of termination of the Advisory Agreement or on expiration of the Expense Limit Period. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

  • 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.

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement. 2.2. This Agreement will terminate without any further notice in the event products offered under this Agreement have not been used during a period of two (2) years. 2.3. This Agreement may be terminated at any time by either party with 30 days written notice. 2.4. This Agreement may be terminated by SAS with immediate effect if the CMP Code is used for private purposes or if SAS has reasonable cause to believe that such or similar misuse has occurred or if the Buyer is put into bankruptcy, enters into liquidation or is otherwise deemed to be insolvent.

  • Term and Termination of the Agreement 9.1. The Agreement shall enter into force upon its signing by the Parties and shall remain in full force and effect until the Parties have fully and properly fulfilled their obligations (including, unequivocally in the case the term of any other agreement associated with the Agreement exceeds the term of the Agreement). 9.2. In the cases and under the conditions stipulated by the Agreement and/or Legislation, it is possible to terminate the Agreement before expiration of its term in whole or in part: