Common use of Term and Termination Clause in Contracts

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 4 contracts

Sources: Participating Publisher Agreement, Participating Publisher Agreement, Participating Publisher Agreement

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this Clause 14, commence on the Effective Date and shall continue for a term the period set out in the Order Confirmation unless otherwise terminated in accordance with the provisions of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered these terms; 14.2 Without affecting any other right or remedy available to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party it, Silobreaker may terminate this Agreement these terms with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Customer if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation 14.2.1 Customer fails to pay any amount due under these terms on the Annual Fee due date for subsequent terms payment and will be under no obligation to continue remains in default not less than 30 days after being notified in writing to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured such payment; 14.2.2 Customer commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 14.2.3 Customer repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms; 14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer; 14.2.5 any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Agreement on clause; 14.2.6 there is a change of control of Customer. 14.3 On termination of these terms for any reason: 14.3.1 all licences granted under these terms shall immediately terminate and Customer shall immediately cease all use of the part Subscription Service; 14.3.2 each party shall return and make no further use of CLOCKSSany equipment, CLOCKSS property, documentation and other items (and all copies of them) belonging to the other party; 14.3.3 Silobreaker may destroy or otherwise dispose of any of the User Content in its possession unless Silobreaker receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to Customer of the User Content provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Silobreaker in returning or disposing of the User Content; and 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Appears in 4 contracts

Sources: Terms of Use, Terms of Use, Terms of Use

Term and Termination. A. This 10.1 Where the Inventor or any third-party nominee (“Nominee”) or legal person (‘Legal Person”) who has control of any rights over the Project Intellectual Property has been declared bankrupt, filed for bankruptcy or where a creditor has filed a claim in bankruptcy against the Inventor, Nominee or Legal Person, which results in the bankruptcy of the Inventor, Nominee or Legal Person, or where the Inventor, Nominee or Legal Person files for creditor protection or makes an arrangement with creditors which results in the bankruptcy of the Inventor, Nominee or Legal Person, then the University may terminate the present Agreement against the Inventor, or Nominee or Legal Person having control of any rights over the Project Intellectual Property as the case may be. The University may terminate the present Agreement with respect to any Nominee or Legal Person, except for the Inventor, that ceases to pursue its normal business operations, ceases to exist legally or files for creditor protection or makes an arrangement with creditors which does not result in the bankruptcy of the said Nominee or Legal Person, as the case may be. Any notice of termination shall be in writing and delivered to the Nominee or Legal Person in default under this section and the termination shall be effective as on the date of receipt of the Effective Date for termination notice. Where the University terminates this Agreement acting under this section 10, any assignment, transfer, conveyance or licensing of the Project Intellectual Property shall be immediately null and void and of no effect as if it had never taken place. Any agreement entered into by the Inventor and any Nominee or other Legal Person involving the Project Intellectual Property shall make reference to this section 10 and include it as a term of one (1) year. binding obligation. 10.2 This Agreement will renew automatically at may otherwise be terminated by either party in the end event of the initial term for successive one default upon thirty (130) year renewal terms unless days written notice is delivered to the other Party at least sixty (60) days prior defaulting party. Such termination occurs where a party has defaulted or failed to comply with the end terms of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on and, following receipt by the defaulting party of a written notice of default, has failed to cure any such default within that period of thirty (30) days’ written notice to the other Party. C. Upon 10.3 The provisions relating to confidentiality, dispute resolution and all waivers shall survive the expiry or termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 4 contracts

Sources: University Led Commercialization Agreement, University Led Commercialization Agreement, University Led Commercialization Agreement

Term and Termination. A. 10.1 This Agreement shall be effective continue for the Term as of set out in the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable Order and any subsequent renewal term. B. 10.2 Either Party party may by notice in writing terminate this Agreement with or without cause on thirty (30) days’ written notice to immediate effect if: 10.2.1 the other Party. C. Upon termination or expiration party commits a breach of any of the provisions of this Agreement, Publisher will have no obligation and: (a) the breach is capable of remedy and the other party fails to remedy the breach within 30 days of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the Annual Fee winding up of the other party (except for subsequent terms the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and will be under no obligation in accordance with sub-clause 14.1) and the Parties are not able to continue rescue this Agreement pursuant to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there sub-clause 14.2. 10.3 the Company shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right entitled to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, with immediate effect by notice in writing if such at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, and the breach is a material minor breach shall be deemed uncured if cure shall which individually would not have been made within thirty (30) days following issuance cause termination but has continued persistently; or 10.3.3 The Client is subject to a Change of notice to Control Event; and / or 10.3.4 Specific provisions set out in the breaching party under Section 14.F.relevant Service Specifications apply. D. Sections 3-6, 8, 9 and 10-14 10.4 Termination of this Agreement shall survive termination for any reason is without prejudice to any rights or expiration obligations that may have accrued to either party as at the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Appears in 4 contracts

Sources: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and shall continue in effect for a term the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of one (1) yearthese Standard Terms. This Agreement will The Term shall automatically renew automatically at for the end of Renewal Terms set forth in the initial term for successive one (1) year renewal terms Cover Page, unless Customer gives Service Provider written notice is delivered to the other Party of non-renewal at least sixty thirty (6030) days prior to the end of the initial term or the applicable renewal termthen-current Term. B. 11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. 11.3 Either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, Party if there shall be no uncured such other Party commits a material breach of this Agreement on Agreement; provided, that the part non-breaching Party shall deliver to the breaching Party written notice of CLOCKSS, CLOCKSS such material breach and the breaching Party shall have the right to continue to preserve any Archived Content received from Publisher and to release cure such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after receipt of such written notice. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility. 11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Appears in 4 contracts

Sources: Colocation Mining Services Agreement (GRIID Infrastructure Inc.), Colocation Mining Services Agreement (GRIID Infrastructure Inc.), Colocation Mining Services Agreement (Cleanspark, Inc.)

Term and Termination. A. 9.1 This Agreement shall become effective on the date of its signature by both Parties. 9.2 The terms and conditions of this Agreement shall continue to be effective as applicable to all forthcoming sale-purchase agreements between Supplier and Client until: (a) termination of this Agreement pursuant to this Section 9; or (b) discharge of this Agreement by mutual consent of both the Effective Date for Parties; or (c) replacement of this Agreement by a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice new frame agreement which is delivered executed between Supplier and Client with reference to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termsame subject. B. Either 9.3 As used in this Agreement, an Event of Default means when a Party is in serious breach of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may terminate this Agreement with or without cause on thirty (30) days’ give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other Partyrights or remedies to the non-defaulting Party available at law or in equity. C. Upon termination or expiration 9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement: (a) Failure to remit payment when due; (b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, Publisher will have no obligation goes into liquidation or ceases to pay carry on its business (except in the Annual Fee case of amalgamation or other reorganisation within the company group); or (c) in the event of Force Majeure as provided for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Clause 12.4. 9.5 It is agreed that in case of early termination of this Agreement on for any reason, Supplier will be entitled to: - finalise all the part running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence termination. 9.6 Any waiver by either Party of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 provision of this Agreement shall survive termination or expiration not be considered as a waiver of this Agreement. However, upon termination by Publisher due to the uncured material any subsequent breach of CLOCKSSthe same or any other provision. 9.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either Party, all rights granted to CLOCKSS shall terminateavailable at law or in equity, and CLOCKSS shall provide to Publisher proof in respect of destruction of all Archived Contentthe breach concerned (if any) or any other breach.

Appears in 4 contracts

Sources: Full Service Supply Agreement (DSwiss Inc), Full Service Supply Agreement (DSwiss Inc), Full Service Supply Agreement (DSwiss Inc)

Term and Termination. A. (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be effective terminated in its entirety or as of to Section I. or Section II. only prior to the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end expiration of the initial term for successive one only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (190) year renewal terms unless calendar days after the party claiming the breach shall have given written notice is delivered of such to the other Party at least party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with subparagraph (ii) of Section III.9.(h). (ii) The Customer or the Bank may give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days prior by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the end Bank Instructions specifying the names of the initial term or persons to whom the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the other Party. C. Upon persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or expiration trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, Publisher will or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to pay settle -------- ------- any transactions in securities for the Annual Fee for subsequent terms and will be under no obligation Accounts following the expiration of the ninety (90) day period referred to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementsentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (iii) Termination as to One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule B1 deleting such Series, if there in which case termination as to such deleted Series shall be no uncured material breach take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs only with respect to surviving obligations of CLOCKSS after termination of such deleted Series, shall be governed by the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes preceding provisions of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Sub-section 9(h) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 III. of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due as to the uncured material breach identification of CLOCKSS, all rights granted a successor custodian and the delivery of Assets of the Series so deleted to CLOCKSS shall terminatesuch successor custodian, and CLOCKSS shall provide not affect the obligations of the Bank and the Customer hereunder with respect to Publisher proof of destruction of all Archived Contentthe other Series set forth in Schedule B1, as amended from time to time.

Appears in 3 contracts

Sources: Multiple Services Agreement (Brinson Funds Inc), Multiple Services Agreement (Brinson Funds Inc), Multiple Services Agreement (Brinson Funds Inc)

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this clause 14, commence on the Effective Date and shall continue for a term the Subscription Term, unless: (a) either Party notifies the other Party of one (1) year. This Agreement will renew automatically termination, in writing, at least 60 days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Subscription Term, in which case this agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Subscription Term; or (b) otherwise terminated in accordance with the applicable renewal termprovisions of this agreement. B. Either Party 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this agreement which is irremediable or without cause (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; (c) the Customer becomes Insolvent; (d) there is a change of Control of the Customer; or (e) if the Customer breaches any warranty under this agreement. 14.3 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement with immediate effect on thirty (30) giving 60 days’ written notice to the Supplier, and paying the Balance Fee. For the sake of clarity, the provisions of 14.4 will also apply. 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party.; C. Upon (c) the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination or expiration of this Agreementagreement, Publisher will a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the Parties that have no obligation accrued up to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementdate of termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Appears in 3 contracts

Sources: Software as a Service Subscription Agreement, Software as a Service Subscription Terms, Software as a Service Subscription Terms

Term and Termination. A. This 12.1 The Term of this Agreement shall be effective as begin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date for a term of one (1) year. Date. 12.2 This Agreement will renew automatically at the end may be immediately terminated by either of the initial term parties for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ by giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured any of the following events: (a) The other party breaches any material breach by CLOCKSS (such as by way provision of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if and fails to substantially cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance the receipt from the non-breaching party of a written notice of such breach; which notice reasonably specifies the extent and nature of such breach. (b) The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (ii) makes a general assignment for the benefit of creditors, (iii) becomes insolvent, (iv) ceases doing business, and/or (v) takes any corporate action to authorize any of the foregoing. 12.3 AMO shall have the right to terminate this Agreement in its entirety at any time upon providing twelve (12) months written notice to Allergan. AMO may also discontinue the breaching party manufacture of any individual Product upon providing twelve (12) months written notice to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or termination of this Agreement for all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, or unable, to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 12.4 Upon expiration or termination of this Agreement, the rights and obligations of the parties pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to such expiration or termination. 12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. HoweverPayment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, upon termination AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Publisher due Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the uncured material breach expiration of CLOCKSSthe Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, AMO shall assume sole responsibility for all rights granted reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by Allergan EXW to CLOCKSS shall terminatethe physical storage location of AMO's choice at AMO's request, and CLOCKSS shall provide but no later than six (6) months from the expiration or termination of the Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to Publisher proof of destruction of all Archived Contenta new site, to the extent provided in Section 6.3.

Appears in 3 contracts

Sources: Manufacturing and Supply Agreement (Advanced Medical Optics Inc), Manufacturing and Supply Agreement (Allergan Inc), Manufacturing and Supply Agreement (Amo Holdings LLC)

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Appears in 3 contracts

Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this clause 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termas applicable). B. Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in clause 11.2(b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licences and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Appears in 3 contracts

Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement

Term and Termination. A. 20.1. This Agreement shall be effective as commence on the Commencement Date and each of the Effective Services set out in the Order Form shall commence on the Services Commencement Date for a Professional Services or the Go-Live Date for annually recurring Services and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of one this Agreement. Thereafter, this Agreement and each Order Form shall continue to automatically renew for a Renewal Term, unless a Party gives written notice to the other Party, not later than ninety (190) year. This Agreement will renew automatically at days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Initial Term or the applicable renewal termrelevant Renewal Term, to terminate this Agreement. B. Either 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay (a) the Annual Fee for subsequent terms Client breaches its obligations in Clauses 7.7 and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 7.10; (b) the other Party commits a material breach of any material term of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect is remediable) fails to surviving obligations remedy that breach within a period of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being notified to do so; (c) the other Party breaches any of the terms of Clause 13, Clause 19 or Clause 24; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 20.3. The Supplier may terminate the Subscription Services immediately on giving written notice to the breaching party under Section 14.F.Client if the Client (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause 9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. D. Sections 3-620.4. Termination of this Agreement, 8for any reason, 9 and 10-14 shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 20.5. On termination of this Agreement for any reason: (a) the Supplier shall survive immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination or expiration of this Agreement. However, upon termination by Publisher due including (1) all remaining amounts owing up to the uncured material breach end of CLOCKSSthe Term (as applicable); (2) any Licence Fees as set out under Clause 16.1; and (3) any termination fees that the Supplier incurs from any of its Third Party Suppliers as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully- paid, all rights granted to CLOCKSS shall terminatefixed term and perpetual licences; for metered Products billed periodically based on usage, and CLOCKSS shall provide to Publisher proof the Client must immediately pay for unpaid usage as of destruction of all Archived Content.the termination date; and

Appears in 3 contracts

Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement

Term and Termination. A. This These Terms are effective from the Service Start Date and shall remain in force until terminated by either Party. The mutual termination notice period for termination without cause period is two (2) months unless otherwise agreed in writing by the Parties. Either Party shall have the right to terminate the Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered cause without liability to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ Party, by written notice to the other Party., if; C. Upon termination 1. the other Party goes into liquidation; 2. enters into composition proceedings with its creditors; 3. becomes insolvent or expiration of this Agreement, Publisher will have no obligation is unable to pay its major debts or the Annual Fee majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its debts as they become due; 4. makes a general assignment for subsequent terms the benefit of creditors or if a petition under bankruptcy or under any insolvency law is filed by or against the other Party and will be under no obligation to continue to make Content available for archiving as Archived Contentsuch petition filed by a third party is not dismissed within sixty (60) days (or such longer period agreed upon between the Parties) after it has been filed or a secured part takes possession of all or substantially all of its assets and such process is not dismissed or restrained within thirty (30) days. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Either Party shall have the right to continue terminate the Agreement forthwith without liability to preserve any Archived Content received from Publisher and the other Party, by written notice to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyother Party, if the other Party commits a material breach of its obligations hereunder. However, in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if case such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach is capable of being cured, neither Party shall be deemed uncured if entitled to terminate the Agreement unless and until the other Party has failed to cure shall not have been made the material breach within thirty (30) days following issuance of after the failing Party has been served with a notice requiring it to cure such a breach and stating the sending Party's intention to terminate the Agreement if compliance with the notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cure is not met. The expiration or termination of this Agreement shall survive not affect or prejudice any provisions of the Agreement which are expressly or by implication provided to continue in effect after such expiration or termination. Upon termination or expiration of this Agreement. However, upon termination by Publisher due the Customers access to the uncured material breach Services will cease and Elastisys will erase all of CLOCKSS, the Customer's Data. The Customer is responsible for downloading and/or copying all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof the Customer's data before the effective date of destruction of all Archived Contentthe termination.

Appears in 3 contracts

Sources: Terms of Service, Terms of Service, Terms of Service

Term and Termination. A. This 7.1 The initial term of this Agreement is set out in the Appendix A (the “Initial Service Period”). 7.2 Following the expiry of the Initial Service Period, this Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end for additional consecutive terms of the initial term for successive one twelve months each (1each, a “Subsequent Service Period”) year renewal terms unless written notice is delivered to either party notifies the other Party party in writing at least sixty ninety (6090) calendar days prior to the end expiry of the initial Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall terminate upon the expiry of such period. For the avoidance of doubt, in the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time. 7.3 In the event of any material breach of any term or provision of this Agreement by either party, the applicable renewal term. B. Either Party non-breaching party may terminate this Agreement by written notice if the breaching party fails to cure the breach within 30 days of receiving written notice of such breach from the non-breaching party; provided, however, that if such breach is incapable of being rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice to the breaching party. 7.4 Client may, at any time, terminate this Agreement for the Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the applicable SOW or without cause on thirty as otherwise agreed in writing by the parties. 7.5 Upon expiry or termination of this Agreement, Client must (30within 30 days of expiry or termination) days’ deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. 7.6 Either party may terminate this Agreement immediately upon written notice to the other Partyparty if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. C. Upon termination or expiration 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination. 7.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an ongoing dispute in good faith between the parties.‌ 7.9 PA reserves the right to suspend the provision of Services if the Client engages any other party for similar Services provided by PA in terms of this Agreement. 7.10 Upon expiry or termination of a Subscription for a Cloud Platform, Publisher will have no obligation Client may request PA deliver to pay the Annual Fee for subsequent terms and Client an extraction of any Client Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, preparation or delivery of Client Data will be under no obligation to continue to make Content available for archiving as Archived Content. Except as charged on a time and materials basis unless otherwise provided agreed in this Agreement, if there shall be no uncured material breach of this Agreement on writing or set out in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentapplicable SOW.

Appears in 3 contracts

Sources: Commercial Agreement, Commercial Agreement, Commercial Agreement

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date date hereof and shall continue for a term minimum period of one (1) year. This 24 months. 11.2 The Term of this Agreement will renew shall be automatically at the end of the initial term for successive extended with one (1) year renewal terms unless written notice is delivered to terminated in accordance with Section 11.3 below 11.3 The Agreement cannot be terminated for the first 21 months following the date of signing of the Agreement. Thereafter any party may terminate the Agreement by giving the other Party at least sixty party three (603) days prior to the end of the initial term or the applicable renewal termmonths written notice. B. Either 11.4 Any Party may terminate this Agreement with or without cause on thirty (30) days’ at any time immediately upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured the other Party commits a material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right which it fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made remedy within thirty (30) days following issuance of receiving notice requiring it to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination do so or expiration of this Agreement. However, upon termination by Publisher due to the uncured material commits a breach of CLOCKSSSection 10. 11.5 Each Party is entitled to terminate the Agreement immediately in the event that the other Party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be determined to have become insolvent. 11.6 Upon termination for any reason: a) all rights granted to CLOCKSS the Company under this Agreement shall terminatecease; b) the Company shall cease all activities authorised under this Agreement; c) the Company and Unibet shall immediately pay to each other any sums due under this Agreement; 11.7 Receiving Party shall destroy or return (at Parties' option) all copies of material provided under the Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the Company, the Parties will co-operate to a reasonable degree to ensure the orderly transfer of such data out of the Unibet system and CLOCKSS into a database designated by the Company at that time. After such successful transfer, The obligations under the clause 5.8 and 5.9 shall provide prevail to Publisher proof the abovementioned. 11.8 To such extent the Company terminates the Agreement in advance and the reason for the termination is not due to Unibet's material breach of destruction the Agreement, the Company shall be liable to make payment of all Archived Contentthe monthly minimum fee defined in clause 3.3 during the reminder of the term defined in clause 11.1 in the Agreement.

Appears in 3 contracts

Sources: Marketing Services Agreement, Marketing Service Agreement (BINGO.COM Ltd.), Marketing Service Agreement (BINGO.COM Ltd.)

Term and Termination. A. This 10.1 Unless terminated earlier in accordance with the provisions of this Clause 10 or Clause 14, this Agreement shall be effective as continue in force until there are no remaining royalty obligations under this Agreement with respect to any Product in any country of the Effective Date for a term of one world (1) year. This Agreement will renew automatically at the end ie, until expiry of the initial term last Valid Claim, or for successive one (1) year renewal terms unless written notice so long as the System Know-How and/or CDACF Version 8 Know-How is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termidentified and remains secret and substantial, whichever is later). B. Either Party 10.2 Licensee may terminate this Agreement with or without cause on thirty (30) in its entirety, by giving at least [*] days’ written notice in writing to Lonza. Licensee may also terminate this Agreement from time to time on a Product-by-Product basis, and terminate any licence grant on a sublicense-by-sublicense, Sublicensee-by-Sublicensee, Affiliate-by-Affiliate basis, or Strategic-Partner-by-Strategic-Partner basis, etc., in each case by giving at least [*] days’ notice in writing to Lonza, and, in each such case, the Agreement will be terminated only with respect to, as applicable, the terminated Product, sublicense, Sublicensee, Affiliate or Strategic Partner, etc., and the Agreement shall otherwise remain in full force and effect. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Partyupon the occurrence of any of the following events: 10.3.1 if the other commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within [*] days of the receipt by the other of a notice identifying the breach and requiring its remedy. Failure to pay a bona fide disputed amount shall not constitute a material breach of this Agreement. C. 10.3.2 if the other enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement), or ceases for any reason to carry on business. 10.3.3 Notwithstanding the foregoing, if such uncured material breach by Licensee involves only a specific Product, Sublicensee, Affiliate or Strategic Partner, then Lonza may terminate this Agreement only with respect to Licensee’s rights relating, respectively, to such Product, Sublicensee, Affiliate or Strategic Partner, and the Agreement shall otherwise remain in full force and effect. 10.4 If at any time during this Agreement Licensee, with the actual knowledge of its Chief Executive Officer or any member of its Board of Directors or senior management, directly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires in accordance with Clause 10.1, all licenses granted to Licensee under this Agreement shall survive and shall convert as of the expiration date to fully paid-up, royalty-free licenses. If this Agreement is terminated by Licensee in accordance with Clause 10.3.1, all licenses granted to Licensee under this Agreement shall survive, subject to the continued payment of royalties under the terms of this Agreement. If this Agreement is terminated in its entirety by Lonza for any reason listed in Clause 10.3, any and all licences granted hereunder shall terminate with effect from the date of termination (subject to the last proviso in this paragraph), and, unless Clause 10.7 applies, then Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8 System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided however that the Licensee and Sublicensees shall have the right to complete any production batches of Product in process at the date of such termination and sell or otherwise dispose of all Product then on hand or in process and the licenses granted under this Agreement shall survive for that purpose, subject to the payment of royalties and the other terms of this Agreement. 10.6 Upon termination or expiration of this Agreement, Publisher will have no obligation Licensee (unless Clause 10.7 applies) and Lonza shall destroy all Confidential Information of the other Party or the other Party’s Representatives, including all copies and extracts thereof and all tangible items comprising, bearing or containing any such Confidential Information and provide a written certification of such destruction; provided, however, that if Licensee has any surviving license rights, Licensee may retain Lonza’s Confidential Information to pay the Annual Fee extent required for subsequent terms exercising such surviving license rights, and will be under no obligation to continue to make Content available each Party may retain one (1) copy of such Confidential Information in its secure archival files for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of archival purposes and for ensuring compliance with Clause 8. 10.7 If this Agreement on expires or is terminated and either (a) a Product has been or is being transferred to a separate Lonza license agreement, or (b) Lonza otherwise agrees that it will not require destruction, then, in the part case of CLOCKSS(a) Licensee shall either, CLOCKSS shall have with Lonza’s consent, transfer to the right to continue to preserve any Archived Content received from Publisher party that is the named licensee under the related separate Lonza license agreement, or destroy, the related Vectors, Cell Lines and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach Product and Confidential Information provided by CLOCKSS Lonza (such as by way of example onlyincluding Know-How and System Know-How, a material breach in security or corruption or the stored filesincluding CDACF Version 8 System Know-How), Publisher shall have and, in the right to withdraw its Archived Content, case of (b) Licensee may request specific retention rights and terminate this Agreement or, if such breach occurs both Parties agree on retention terms they will enter into a short letter agreement setting forth their mutual agreement with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthereto.

Appears in 3 contracts

Sources: Multi Product License Agreement (NGM Biopharmaceuticals Inc), Multi Product License Agreement (NGM Biopharmaceuticals Inc), Multi Product License Agreement (NGM Biopharmaceuticals Inc)

Term and Termination. A. This Master Services Agreement shall be effective as of commence on the Effective Date for a term and shall continue until the expiration of one the Subscription Term of all Subscriptions (1or until all Services have been provided, if later) yearunless otherwise terminated as provided in this section 12. This Agreement will renew automatically at section 12. At the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end Subscription Term, Client’s access and use of the initial term or the applicable renewal termServices shall automatically terminate. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided 12.3.1 is in this Agreement, if there shall be no uncured material breach of this any of its obligations under the Agreement on and, in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence case of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way which is capable of example onlyremedy, a material breach in security or corruption or the stored files), Publisher shall have the right fails to withdraw its Archived Content, and terminate this Agreement or, if remedy such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance notice of notice the breach; or 12.3.2 files, or has filed against it, a petition of bankruptcy or insolvency, and the petition is not vacated within sixty (60) days being filed; or shall have a receiver or administrative receiver appointed over it or any of its assets; or shall pass a resolution for winding-up or dissolution of the business affairs of an entity; or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the breaching party under Section 14.F.applicable Order Form in the case of termination of an individual Order Form only) shall D. Sections 3-6, 8, 9 (i) immediately terminate and 10-14 Client shall immediately cease the use of the Services; 12.4.2 Client shall (i) in the case of termination of this Master Services Agreement, promptly pay all Fees due or to become due through the effective date of termination; and (ii) in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 12.4.3 the Parties shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to comply with the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentobligations set out in section 13.4.

Appears in 3 contracts

Sources: Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement

Term and Termination. A. 16.1 This Agreement shall be enters into force on the effective as of the Effective Date date for a term definite period of one 12 (1twelve) year. This months after which this Agreement will shall automatically renew automatically at the end of the initial term with subsequent 12 (twelve) month periods until terminated in accordance with this article 16. 16.2 Each Party may terminate this Agreement for successive one convenience taking into account 3 (1three) year renewal terms unless months written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal then current term. B. Either 16.3 A Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach: (a) is incapable of remedying; or (b) being capable of remedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach containing sufficient detail of said breach. 16.4 Article 13.3 contains an additional termination option applicable in the event of a force majeure situation. 16.5 Each Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice if the other Party is declared bankrupt or otherwise subject of any proceedings relating to its liquidation, winding- up, or insolvency. 16.6 In the case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in effect will become immediately due and payable, and the Customer shall pay such fees, together with previously accrued but not yet paid fees, on receipt of VirtualMetric’s invoice therefore. 16.7 If Customer properly terminates this Agreement, the Customer will be relieved of any obligation to pay any applicable fees attributable to the other Partyperiod after the effective date of such termination. C. 16.8 Termination of this Agreement, regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer, confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use. 16.9 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve survive any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 3 contracts

Sources: License Agreement, License Agreement, License Agreement

Term and Termination. A. This 13.1 The Agreement shall be effective as of commence on the Effective Date for a term and shall remain in force until all Minimum Periods of one (1) yearService set out in all Orders have expired or been terminated in accordance with the provisions of this Agreement. This Agreement will renew automatically at After the end expiry of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end all Minimum Periods of the initial term or the applicable renewal term. B. Either Party may terminate Service all Services provided hereunder and this Agreement with or without cause on shall thereafter automatically continue, unless and until either party terminates the Agreement by serving a thirty (30) days’ written day notice to in writing. 13.2 Either party may immediately by notice terminate this Agreement or any Order if one of the following events occurs: 13.2.1 the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured party commits a material breach of this the Agreement on the part of CLOCKSS, CLOCKSS shall have the right or an Order and has failed to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after the terminating party has given a notice of notice default to the breaching party under Section 14.F.in breach; or D. Sections 3-613.2.2 the party is deemed bankrupt or enters into liquidation, 8whether compulsory or voluntary, 9 and 10-14 other than for the purposes of this amalgamation or reconstruction, is the subject of a winding up petition or has a receiver or manager appointed over all or any of its assets; or 13.2.3 a Force Majeure Event continues for more than thirty (30) days. 13.3 Upon termination of the Agreement shall survive termination or expiration an Order: 13.3.1 the rights of this Agreement. However, upon termination by Publisher due the parties accrued up to the uncured date of such expiry or termination shall remain unaffected; 13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment; 13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of CLOCKSS, all rights granted the Minimum Period of Service the Customer shall be liable to CLOCKSS pay to eir the balance of the Charges; 13.3.4 eir may exercise a lien over any of the Customer Equipment or Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall terminate, immediately upon such termination become liable to pay to eir the amount of any loss or damage suffered by eir as a result of the termination; and 13.3.5 eir shall have an automatic right to the Charges for a Service up to and CLOCKSS shall provide to Publisher proof including the date of destruction of all Archived Contenttermination.

Appears in 3 contracts

Sources: Master Terms and Conditions for the Supply of Goods and Services, Master Terms and Conditions, Master Terms and Conditions for the Supply of Goods and Services

Term and Termination. A. This Agreement 9.1. The Contract shall be effective as commence on the Commencement Date and shall continue until the expiry of the Effective Date for a term Term, or the expiry of one (1) yearany extension of any Term, unless otherwise terminated in accordance with the terms of the Contract. 9.2. This Agreement will renew automatically at After the end expiry of the initial term Term, the Contract shall automatically renew for successive one (1) year terms with each such one (1) year renewal terms extending the Term for such period unless written notice not to automatically renew is delivered to the other Party provided by either party at least sixty ninety (6090) days prior to the end expiry of the initial term or current Term and where such notice is provided the applicable Contract shall expire on the next renewal termdate. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content9.3. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS SoftCo shall have the right without prejudice to continue any other remedies, at any time by giving notice in writing to preserve the Customer to terminate forthwith the Contract including the Licence, where Customer fails to pay the undisputed Price or any Archived Content received from Publisher element of it, or any other undisputed cost or charge under any collateral or related agreement with SoftCo or any of its subsidiaries for any Product or Services, on the due date of payment and to release any such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured to be a termination by the Customer and a repudiation of the Contract as if cure the Customer had sought to voluntarily so terminate. 9.4. Either party may, by providing written notice, terminate the Contract: 9.4.1. where the other party commits any breach of any material term or condition of the Contract provided that if the breach in question is one which the Defaulting Party can effectively remedy then the said notice of termination shall not have been made be effective to terminate the Contract unless the Defaulting Party fails within thirty twenty (3020) days following issuance of the date of such notice effectively to remedy the breach complained of; or 9.4.2. where the other party ceases to carry on business or a substantial part thereof, enters into liquidation whether compulsory or voluntary other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has an examiner or administrator appointed or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due. 9.5. On expiry or termination for any reason: 9.5.1. all rights and all Licences granted to the breaching party Customer under Section 14.F.the Contract shall cease and be withdrawn; D. Sections 39.5.2. the Customer shall cease all activities authorised by the Licence and cease any use of the Software; 9.5.3. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has done so; 9.5.4. the Customer waives any entitlement to any re-6payment of any of the Price already paid and will remain liable for any unpaid portion of the Price except where termination is as a result of a breach by SoftCo; 9.5.5. the Customer shall immediately pay to SoftCo any sums due to SoftCo under the Contract including all sums due for any agreed Services for the remainder of the Term; 9.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, 8, 9 custody or control and 10-14 certify to SoftCo that it has done so in SoftCo’s required certification format; 9.5.7. the Customer shall allow SoftCo conduct a termination audit (in accordance with the provisions of this Agreement Clause 7) and for the avoidance of doubt such right of audit shall survive continue as a right of SoftCo and an obligation on the Customer post any termination or expiration expiry provided it is exercised within twelve (12) months of this Agreementsuch expiry or termination; and 9.5.8. Howeverall Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, on an interim or ad hoc basis and if so supplied all such Products or Services provided for any interim period on an ad hoc basis shall be provided on SoftCo’s then prevailing rates and subject to the provisions of SoftCo’s then standard terms but may be terminated by SoftCo at any time. 9.6. Where the Customer seeks to voluntarily terminate the Contract prior to the expiry of the Term, it shall be entitled to do so provided it pays, immediately prior to any such termination, the Termination Amounts and the Customer acknowledges and accepts, in particular, the obligation to pay all amounts as are provided for in the Termination Amounts having regard to the original agreed full Term, upon termination by Publisher due to which the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, Price and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenteach payment over the Term was calculated and based.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. 15.1 This Agreement will renew automatically at begin on the end Commencement Date and, unless terminated earlier in accordance with the provisions of this Agreement, continue for the initial term for successive one (1) year renewal terms unless written notice is delivered to period set forth the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termCommercial Summary. B. Either Party 15.2 The Supplier may terminate this Agreement with or without cause on thirty (30) days’ written and/or any Statement of Work at any time by giving notice in writing to the other Party.Customer if: C. Upon termination (a) the Customer or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured any User commits a material breach of this Agreement and such breach is not remedied within ten (10) business days’ or if the material breach is incapable of being remedied; (b) the Customer has failed to pay any amount due under this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher due date and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made amount remains unpaid within thirty (30) calendar days following issuance after the Customer has received notification that the payment is overdue; or (c) any consent, licence or authorisation held by the Customer is revoked or modified such that it is no longer able to comply with its obligations under this Agreement, any Statement of Work, or access and use the SaaS. 15.3 The Customer may terminate this Agreement if Supplier commits a material breach of this Agreement which is not remedied within thirty (30) calendar days of receiving written notice of such breach from Customer. 15.4 Either party may terminate this Agreement at any time by giving notice in writing to the breaching other party if that other party: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (b) is unable to pay its debts as they become due; (c) becomes the subject of a formal insolvency arrangement recognised by applicable law; (d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; (e) has a resolution passed for its winding up; (f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; (g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within fourteen (14) calendar days of that procedure being commenced; (h) has a freezing order made against it; (i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; (j) is subject to any events or circumstances analogous to those in Sections 15.3 (a) to 15.3 (j) in any jurisdiction; (k) takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in Sections 15.3 (a) to 15.3 (k) including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process. 15.5 The right of a party to terminate the Agreement pursuant to Section 15.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement. 15.6 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this Section 14.F.15, it shall immediately notify the other party in writing. D. Sections 3-6, 8, 9 and 10-14 15.7 Termination or expiry of this Agreement shall survive termination or expiration not affect any accrued rights and liabilities of this Agreement. However, upon termination by Publisher due either party at any time up to the uncured material breach date of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Appears in 2 contracts

Sources: Saas Agreement, Saas Agreement

Term and Termination. A. 8.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall be effective as of commence on the Effective Date for a term of one and shall continue unless and until terminated by either party in accordance with this Clause 8. (1i) year. This Agreement will renew automatically at the end Either party shall be entitled to terminate this Contract on expiry of the initial term for successive one (1) year renewal terms unless written notice is delivered Minimum Term specified in the Order and each subsequent Renewal Term by giving to the other Party at least sixty party not less than ninety (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (3090) days’ prior written notice. (ii) Either party shall be entitled to terminate this Contract immediately by giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay party if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party commits any material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right Contract and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material remedy that breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any failure to pay sums due under this Contract within the agreed payment terms shall constitute a material breach of this Contract. 8.2 SOW(s). The SOW(s) shall commence in accordance with Clause 4.2 and shall terminate on completion of the Services or in accordance with this Clause 8.2. (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the other party not less than ninety (90) days’ prior written notice, save in respect of any SOW(s) that vary the scope of the Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the breaching other party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to if the uncured other party commits any material breach of CLOCKSSthis SOW and fails to remedy that breach within thirty (30) days of written notice of that breach, all rights granted provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the SOW may be terminated by written notice immediately; and (b) the parties agree that any failure to CLOCKSS pay sums due under any SOW within the agreed payment terms shall terminate, and CLOCKSS shall provide to Publisher proof constitute a material breach of destruction of all Archived Contentthe SOW.

Appears in 2 contracts

Sources: Contract, Contract

Term and Termination. A. This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be effective as of automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the Effective Date for a term of one (1) year. This terms described in this Agreement will renew automatically at the end of the initial term for successive one one-year periods (1) year renewal terms each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termcurrent Term that such Party does not want to this Agreement to renew. B. Either 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement with or without cause on thirty (30) days’ by providing written notice to the other PartyParty specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein. C. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Publisher Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve maintain (unless legally obligated) or provide any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Customer Content.

Appears in 2 contracts

Sources: Master Services Agreement, Master Services Agreement

Term and Termination. A. 9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement, whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall be effective as of the Effective Date thereafter automatically renew for a term successive terms of one (1) year. This Agreement will renew automatically at year each unless either party provides the end of the initial term for successive one (1) year renewal terms unless other party written notice is delivered to that it will not renew the other Party at least Agreement no less than sixty (60) days prior to the end of the initial term or the applicable renewal a successive term. B. Either Party 9.2 In the event of a material breach of this Agreement, by either party, the other party may terminate notify the party of material breach in writing specifying the manner in which this Agreement with or without cause on has been materially breached, and this Agreement shall terminate automatically thirty (30) days’ written days after such notice unless the material breach has been cured to the other Partyreasonable satisfaction of the non-breaching party. If RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure. C. Upon termination 9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to meet the performance criteria set forth in Section 4.4(i) or expiration (ii) with respect to 15% or more of this Agreement, Publisher the Prescriptions filled during any three consecutive day period within any 15 consecutive day period. DS will have no obligation notify RxAMERICA if it has failed to pay perform for three consecutive days. RxAMERICA shall use its best efforts to immediately correct the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contentproblem. Except as otherwise provided in this AgreementHowever, if there shall be no uncured material breach such a lack of this Agreement on the part of CLOCKSSperformance occurs in two consecutive 15-day periods or more than four times in 90-day period, CLOCKSS DS shall have the right to continue terminate this Agreement immediately upon notice without any additional cure period. Notwithstanding termination by DS under this Article 9.3 or RxAMERICA's failure to preserve meet performance criteria, DS shall remain obligated to pay any Archived Content received from Publisher and proper invoices for Pharmacy Services or Shipping Services performed by RxAMERICA prior to release such Archived Content upon the occurrence termination of a Trigger Event. this Agreement. 9.4 If at any time during the term of this Agreement there shall be filed by or against either party in any court pursuant to any statute either of the United States or any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of that party's property, or if either party makes an uncured material breach by CLOCKSS (assignment for the benefit of creditors or petitions for or enters into such as by way of example onlyan assignment, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and other party may immediately terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of upon written notice to the breaching such party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination who filed or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentagainst whom was filed such petition or who made petition or entered into such assignment.

Appears in 2 contracts

Sources: Pharmacy Services Agreement (Drugstore Com Inc), Pharmacy Services Agreement (Drugstore Com Inc)

Term and Termination. A. 12.1 This Agreement shall be effective as of commence on the Effective Date for a term of one and will remain in effect through February 28, 2027 (1) year. This the “Term”). 12.2 Customer may terminate this Agreement will renew automatically at the end of the initial term for successive one upon not less than ninety (1) year renewal terms unless written notice is delivered to the other Party at least sixty (6090) days prior written notice to the end of the initial term Operating Partner for any reason or the applicable renewal termno reason. B. 12.3 Either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notice thereof (a “Material Default). If this Agreement is terminated by either Party for a Material Default by the other Party, then such non-defaulting Party shall have all rights at law or in equity with respect to such Material Default and termination. Any termination of this Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any other credit agreement, loan agreement or other similar agreement between Operating Partner and Customer or any of its affiliates. C. Upon 12.4 Following the expiration or termination or expiration of this Agreement, Publisher will have no obligation each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to pay (i) the Annual Fee for subsequent terms prompt possession of all Customer Mining Equipment or (ii) leave and will be under no obligation to continue to make Content available for archiving as Archived Contentabandon the Customer Mining Equipment at the Premises. Except as otherwise provided in Upon expiration or termination of this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer shall have the right but not the obligation to continue arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement pursuant to preserve any Archived Content received from Publisher Section 12.3 and elects to release such Archived Content upon remove the occurrence of a Trigger Event. If there Customer Mining Equipment then Customer shall be an uncured material breach reimbursed by CLOCKSS (Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right reimbursement to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made Customer within thirty (30) days following issuance of notice after such removal. If Customer elects to remove the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive Customer Mining Equipment from the Premises at the expiration or earlier termination or expiration of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. HoweverAny Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer. 12.5 If this Agreement is terminated or expires for any reason, upon termination by Publisher due Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the uncured material breach Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of CLOCKSS, all rights granted to CLOCKSS shall terminatethe Customer Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written claim or written notice related to the Customer Mining Equipment is received by Operating Partner.

Appears in 2 contracts

Sources: Mining Services Agreement (Adit EdTech Acquisition Corp.), Mining Services Agreement (Adit EdTech Acquisition Corp.)

Term and Termination. A. 2.1. This Agreement shall be effective as of commence on September 10, 2001 (the Effective Date Date) and shall continue for a term of one (1) yearperiod ending December 31, 2002. This Agreement will Thereafter, the parties in writing may renew automatically at the end of the initial term it for successive one (1) year renewal terms unless upon mutual agreement. Notwithstanding any other provisions of this Agreement, upon a breach of the confidentiality provisions set forth in Article 7, the non-breaching party shall have the right to immediately terminate this Agreement. 2.2. Either party immediately upon occurrence of the following events may terminate this Agreement: 2.2.1. The other party suffers a receiver to be appointed in respect of any of its assets or any resolution is passed or petition presented for the winding up of the other party or if the other party makes general assignment for the benefit of its creditors or institutes or has instituted against it any proceedings under any law relating to insolvency or the reorganization of the debtors, or 2.2.2. The other party undergoes any material change of ownership, or business focus that may detract from the sales and support of LIGHTNING ROD SOFTWARE TM products. 2.2.3. The other party is in material breach of any material warranty, term, condition, covenant or article of this Agreement, and fails to cure that breach within ninety (90) days after written notice is delivered thereof. 2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other Party at least sixty (60) days prior to the end because of such expiration or termination for compensation, reimbursement or damages on account of the initial term loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the applicable renewal termbusiness of LIGHTNING ROD SOFTWARE TM and its suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall not release either party from its liability to pay the other party any fees owing to such other party under the terms of this Agreement. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. 2.4. Upon termination or expiration of this Agreement, Publisher will have no at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of the receiving party certifying the destruction of all such confidential information. 2.5. Termination of this Agreement shall not (save as provided herein) relieve either party of any obligation to pay the Annual Fee for subsequent terms and other amounts due as a result of transactions occurring prior to termination. 2.6. Upon termination, PARTNER will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have retain the right to continue to preserve any Archived Content received from Publisher the support and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination maintenance of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 existing End User and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentReseller installations.

Appears in 2 contracts

Sources: Reseller and Support Agreement, Reseller and Support Agreement (Lightning Rod Software Inc)

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Appears in 2 contracts

Sources: Master Service Agreement, Master Service Agreement

Term and Termination. A. This 15.1 The term of this Agreement shall be effective as of commence on the Effective Date and shall continue for a the term of one (1) year. This Agreement will renew automatically at the end last to expire of the initial term for successive one (1) year renewal terms UW's intellectual property right controlling Licensed Products, unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving sooner terminated as Archived Content. Except as otherwise provided set forth in this Agreement, if there shall be no uncured . 15.2 In the event of any material breach of this Agreement on by either party (other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or 10.4), then the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there other party shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right entitled to withdraw its Archived Content, and terminate this Agreement orby giving the breaching party written notice of such termination, if provided that: (a) the terminating party has given the other party written notice of such breach occurs with respect and its intent to surviving obligations of CLOCKSS after termination of terminate this Agreement if the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall is not have been made cured within thirty (30) days following issuance after the date of such notice or such later date as may be specified by the terminating party; and (b) the breach is not cured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; and (c) the notice of termination is given prior to completion of the cure. 15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW. 15.4 Except as otherwise provided in Paragraph 10.5, the breaching provisions under which this Agreement or any licenses, options, or obligations may be terminated or suspended shall be in addition to any and all other legal remedies which either party under Section 14.F.may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. D. Sections 3-6, 8, 9 and 10-14 15.5 Termination of this Agreement shall survive terminate all rights and licenses granted to Company relating to Licensed Products. Further, in such event, Company shall assign to UW and/or to any of the Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach . 15.6 Termination of CLOCKSS, any license granted herein shall terminate all rights granted by UW to CLOCKSS shall terminateCompany under this Agreement relating to Licensed Products except that Company may fulfill any outstanding order for the Licensed Products, and CLOCKSS distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination of license. 15.7 Termination by UW or Company under the options set forth in this Agreement shall provide not relieve Company from any financial obligation to Publisher proof UW accruing prior to or after termination or from performing according to any and all other provisions of destruction of all Archived Contentthis Agreement expressly agreed to survive termination.

Appears in 2 contracts

Sources: License Agreement (Go2net Inc), License Agreement (Go2net Inc)

Term and Termination. A. This The initial term of this Agreement shall be effective as of commence on the Effective Date and shall continue until the date that is three (3) years from the Effective Date unless earlier terminated pursuant to the terms hereof. Thereafter, the Agreement shall automatically renew for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year renewal terms unless written either Party provides notice is delivered to the other Party of non-renewal at least sixty ninety (6090) days prior to the end beginning of the initial term or the applicable renewal term. B. a Renewal Term. Either Party may terminate this Agreement with or without cause on upon thirty (30) days’ calendar days prior written notice to the other Party if the other Party breaches or violates any of its material obligations set forth in this Agreement, and fails to cure such breach or violation within thirty (30) calendar days after receiving written notice of such breach or violation from the other Party. C. . Further, after December 31, 2014, either Party may terminate this Agreement by giving the other Party thirty (30) days notice. Upon termination or expiration of this Agreement, Publisher will DR shall cease referring business to the Company, each Party shall cease referring to itself as a referrer of potential clients to the other Party, and each Party shall promptly return or destroy any of the other Party’s Confidential Information or other materials provided by the other Party in its possession or control. Notwithstanding such termination, the Included Clients Referral Fee and any Company Referral Fees earned through the satisfaction of the conditions set forth in Section 2 hereof prior to the effective date of such termination shall continue to be due and payable in accordance with the terms of this Agreement. In the event that Company terminates the Agreement due to an uncured breach by DR of any of its material obligations set forth in this Agreement, the Company shall have no obligation to pay DR any portion of the Annual Included Clients Referral Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving not due as Archived Contentof the date of such termination. Except as otherwise provided in this Agreement, if there shall be no uncured material breach The provisions of this Agreement on which, by their terms, require performance after the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not or have been made within thirty (30) days following issuance of notice application to the breaching party under Section 14.F. D. Sections 3-6events that may occur after such termination, 8, 9 and 10-14 of this Agreement shall survive the termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Referral Agreement, Referral Agreement (Accelerize New Media Inc)

Term and Termination. A. This 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be effective as of the Effective Date renewed for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year terms provided the iPlanet is also in effect for the same renewal terms unless written notice is delivered period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other Party at least sixty (60) days prior to as a result of any such termination, provided however the end of the initial term or the applicable renewal term. B. Either Party termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement with or without cause on thirty if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (305) days’ written notice business days of the effective date of the iPlanet Agreement, and neither party shall have any liability to the other Partyparty as a result of any such termination. C. Upon termination 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining whether or expiration of not sales goals and expectations are being achieved. 3.3 Either party may terminate this Agreement, Publisher will have no obligation to pay Agreement if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party: (i) commits a material breach of this Agreement on and does not cure the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving the non-breaching party's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 3.4 In the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the breaching party under Section 14.F.duration of the original iPlanet Agreement. D. Sections 3-6, 8, 9 3.5 Intraware and 10-14 CorpSoft acknowledge that as a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or termination of this Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or data belonging to the other party. Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the expiration or termination or expiration of this Agreement. HoweverFurthermore, upon termination by Publisher due to the uncured material breach of CLOCKSSextent applicable, all rights granted to CLOCKSS shall terminateSections 3.4, 6.2, and CLOCKSS 9.2 shall provide to Publisher proof survive for the balance of destruction the two (2) year period of all Archived Contenttime referenced in Section 3.4.

Appears in 2 contracts

Sources: Sales Alliance Agreement (Intraware Inc), Sales Alliance Agreement (Intraware Inc)

Term and Termination. A. 11.1 This Agreement shall commence on the date hereof and shall continue in effect for three (3) years (hereinafter referred to as the "Initial Term") and may be effective as of renewed thereafter upon mutual agreement between the Effective Date for a term of one parties; provided, however, that either party may terminate this Agreement by giving the other party at least ninety (190) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless days prior written notice is delivered of termination. 11.2 Either party may terminate this Agreement upon the giving of prior written notice to the other Party at least sixty party if the other party (60a) has not fully complied, in all material respects, with the terms and conditions hereof and (b) fails to cure any such material noncompliance within forty-five (45) days prior to after receipt of such notice; in such event, this Agreement shall terminate effective on the end later of (a) the initial term expiration of such forty-five (45) day period or (b) the applicable renewal term. B. Either Party date specified in the written notice from the terminating party. In addition, either party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect upon giving written notice to the other Partyparty in the event of insolvency, assignment for the benefit of creditors, or bankruptcy proceedings by or against the other party. In the event of termination by Buyer pursuant to this Section 11.2 as a result of material breach by Geneva, and subject to the provisions of Section 4.4, Geneva shall use honor any purchase order accepted prior to the date notice of termination is given. In the event of termination by Geneva pursuant to this Section 11.2 as a result of Buyer's material breach, Buyer acknowledges and agrees that Geneva shall be entitled to cancel any purchase order accepted prior to the date notice of termination is given, and shall not be obligated to ship any Product ordered by Buyer pursuant to such purchase order. C. Upon 11.3 The termination of this Agreement shall not release Buyer from the obligation to pay any sum that may be owing to Geneva (whether then or expiration thereafter due to Geneva) or operate to discharge any liability that had been incurred by either party prior to any such termination. 11.4 During the period between the giving of any notice of termination of this Agreement pursuant to this Section 11 and the effective date of termination, all Product shall be delivered to Buyer solely on a C.O.D. basis. 11.5 Notwithstanding any termination of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach provisions of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored filesSection 3.6(b), Publisher and Articles 5,6,7,8 and 10 shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentremain in effect.

Appears in 2 contracts

Sources: License and Supply Agreement (Omp Inc), License and Supply Agreement (Omp Inc)

Term and Termination. A. (I) This Agreement shall be effective as of the Effective Date for a term of is valid from December 3, 2015 to January 2, 2017. If neither party has terminated this Agreement within one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days month prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration expiry of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there Agreement shall be no uncured material automatically renewed for one year. (II) The non-defaulting party shall terminate this Agreement immediately after having notified defaulting party in any of the following circumstances: 1. If a party fails to comply with the agreement and has not corrected it after receiving the written notice from the other party. 2. A party seriously breaches the provisions of this Agreement during the term of the agreement, which resultsin the aim of this Agreement not being achieved. 3. A party has caused losses including but not limited including reputation loss, and actual economic losses to the other party because of risk events such as user’s complaints, and disputes arising from the breach of this Agreement on Agreement. (III) In the part of CLOCKSSfollowing circumstances, CLOCKSS Party B shall have the right to continue send Party A a notice of rectification or a warning letter and take the necessarily restrictive measures, and if Party A fails to preserve any Archived Content received from Publisher and to release such Archived Content upon meet the occurrence rectification requirements of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way Party B within the period of example onlyrectification notice, a material breach in security or corruption or the stored files), Publisher Party B shall have the right to withdraw its Archived Content, and terminate this Agreement orimmediately after sending Party A a written Notice of the Termination of the Contract claiming the compensation for its loss due to following circumstance, if such breach occurs and Party A shall not require Party B to refund the paid service charge: 1. Party A’s website is suspected for illegal activities (including but not limited to: illegal fund-raising, illegal absorption of public deposits and other illegal acts, dishonest operation, fraud, theft of user’s funds, warning or suspending of business or punishment of the judiciary, or the financial regulatory authorities); 2. A significant risk was found in Party A’s transaction through site or website inspection, or the judgment of Party B’s risk control system and Party A failed to comply with respect Party B; 3. In the course of the use of the account, the risk event appears to surviving obligations Party A, including but not limited to: Party B’s adverse effects or financial losses because of CLOCKSS after Party A’s user complaints, abnormal circumstances in the running of the website, overdue repayment which impacts Party A’s normal operation or causes Party B’s losses of reputation or funds, unable withdrawal, running point to point not in accordance with Party A’s user, a large number of offline account regulation without reasonable reasons; 4. Party A's business qualification has been changed significantly and the purpose of this Agreement has not been abided by. (IV) In order to protect the fund security of Party A’s user, Party B shall have the right to start a risk relief mechanism (including but not limited to freezing the funds of problem account, limiting the account function or transferring the user’s funds directly to the user’s binding bank card) at the same time as sending the written notice of termination of the Agreementcontract should Party B find a risk for Party A’s related behaviors in the course of rectification. (V) If the contract is terminated or canceled, terminate any post-termination rights one party shall send a Notice of CLOCKSS under the Agreement. For the purposes Termination of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice Contract to the breaching party under Section 14.F.other, and both parties shall negotiate the termination terms such as the closing time of the account system. Both parties shall carry out the liquidation of the account funds, and Party A shall inform its user to accomplish the withdrawal in the liquidation time confirmed by both parties. If Party A's user fails to withdraw within the liquidation time, Party A shall inform its user to log in Party B’s official website (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) for the withdrawal of surplus funds. D. Sections 3-6, 8, 9 (VI) If the terms and 10-14 the period of validity of this Agreement are in conflict with or covered by any similar agreement previously signed by Party A and Party B, this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprevail.

Appears in 2 contracts

Sources: Chinapnr Account and System Custody Agreement (Golden Bull LTD), Chinapnr Account and System Custody Agreement (Golden Bull LTD)

Term and Termination. A. This Agreement shall be effective as is valid for an initial period of five (5) years from the Effective Date for a term of one (1) yearDate. This After the initial period this Agreement will renew automatically at the end of the initial term annually for successive one (1) year renewal terms unless Customer provides ninety (90) days prior notice of its intent not to renew. Should Customer fail to pay may sum due and payable under this Agreement, MPOWER shall notify Customer in writing of such failure to pay. Customer shall then have thirty (30) days from the delivery of MPOWER's written notice to pay such amount(s). The foregoing sentence in no way relieves Customer from its obligation to pay any and all late charges which may become due as set forth in Section VI below. If payment is delivered not made within such thirty (30) days, MPOWER shall have the immediate right to the other Party at least discontinue any and all services under this Agreement. Furthermore, if payment is not made within sixty (60) days prior from the delivery of MPOWER's written notice, MPOWER shall have the immediate right to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement Agreement. Should either party commit a material breach of its obligations under this Agreement, other than failing to pay money, the non-breaching party may notify the breaching party in writing, setting out the breach, and the breaching party shall have thirty (30) days to remedy such breach. If the breaching party fails to remedy the breach during this thirty (30) day period, or, with or without cause on respect to those breaches which cannot reasonably be remedied within thirty (30) days’ written , if the breaching party fails to proceed promptly after being given such notice to commence remedying the breach and thereafter to proceed to remedy the same, the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS party shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within provided such party gives the breaching party thirty (30) days following issuance of days' prior written notice to that effect. Notwithstanding the breaching foregoing, either party shall have the fight to immediately terminate this Agreement upon any breach by the other of its obligations under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 II above. Termination of this Agreement shall survive termination or expiration be without prejudice to all accrued rights and remedies either party may have and shall not affect any continuing rights and obligations of the parties under this Agreement. HoweverUpon the termination of this Agreement and/or any Attachment to this Agreement, upon Customer shall return to MPOWER all Proprietary Information regarding the MPOWER Product whose license is being terminated, within sixty (60) days after such termination by Publisher due and MPOWER shall return to Customer any proprietary information obtained in the uncured material breach performance of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthis Agreement within sixty (60) days after such termination.

Appears in 2 contracts

Sources: Master Agreement (Xcarenet Inc), Master Agreement (Xcarenet Inc)

Term and Termination. A. This Agreement shall be effective as of the Effective Date and shall continue for a minimum seven year term from the date hereof and will automatically extend on a year by year basis thereafter provided Gigabeam satisfies its minimum purchase commitments as set forth in Sections 1.3.4 and Exhibit D with minimum purchase commitments for each year of one (1) year. This Agreement will renew automatically at the end extension of the initial term Agreement beyond the time periods given in Exhibit D to be the same as the minimum purchase commitment for successive one (1the preceding year; provided, however, that the Agreement may be terminated for any of the following reasons: a.) year renewal Upon the occurrence of any material breach by either party of the terms unless and conditions of this Agreement and failure to cure such material breach within 30 days after receipt of written notice is delivered to from the other Party party the non-breaching party may, at least sixty (60) its option, terminate this Agreement upon written notice; provided however that the cure period shall be only 10 days prior after receipt of notice if the material breach arises from failure by Gigabeam to pay amounts due according to Section 3. After six months from the end of Effective Date, the initial term or the applicable renewal termpayment cure period will go to 30 days. B. Either Party b.) In the event that Gigabeam fails actually to receive $1.5 million in financing within 120 days from the Effective Date hereof, Sophia may, at its option, terminate this Agreement upon written notice; or c.) Upon the occurrence of bankruptcy or reorganization under bankruptcy laws, cessation of operations, or assignment for the benefit of creditors of either party, the other party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Partynotice. C. Upon termination or expiration d.) This Agreement may be terminated by mutual written agreement of this Agreementboth parties to terminate. Notwithstanding the foregoing, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS either Party (such as by way of example onlythe "Breaching Party"), which is not cured within the appropriate cure period, or other event giving rise to a right for either Party to terminate this Agreement, without limiting any other rights or remedies available, the Party which is not in material breach in security or corruption or (the stored files"Non-Breaching Party"), Publisher shall have which has the right to withdraw its Archived Content, and terminate this Agreement ormay, if such breach occurs with respect to surviving at its option, terminate its own obligations of CLOCKSS after termination exclusivity under Section 8, such that Section 8 remains binding against the Breaching Party for the remainder of the Agreement, terminate any postterm but shall thereafter no longer be binding against the Non-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Breaching Party

Appears in 2 contracts

Sources: Strategic Alliance Agreement (Gigabeam Corp), Strategic Alliance Agreement (Gigabeam Corp)

Term and Termination. A. 7.1 This Agreement Contract shall be effective commence as of the Effective Date 15th day of March, 2000, and shall extend for a term period of one thirty-six (136) year. This Agreement will renew automatically at months, to and including the end 14th day of March, 2003 with a 2 year option agreed to by both parties. 7.2 The obligation of Client to pay fees and expenses earned or incurred by LHSI, as the initial term for successive one case may be, prior to the effective date of termination, the obligations of LHSI under paragraphs 2.9(c), the obligations of Client under paragraphs 3.6 and 3.7, and the rights and *** CONFIDENTIAL TREATMENT REQUESTED obligations of both parties under Articles VI, VII and IX shall survive the termination or expiration of this Contract. 7.3 If either LHSI or Client should fail to discharge fully and promptly any of its obligations under this Contract or the Exhibits hereto, including the Client's obligation to make payments and LHSI's obligation to meet the KPI's, attached hereto as Exhibit "C", and further fail to cure such default within a reasonable time not to exceed 60 days (1provided that such a failure can be cured) year renewal terms unless after written notice is delivered thereof by the non-defaulting party, the non-defaulting party shall have the right to immediately terminate this Contract upon giving the other Party at least sixty defaulting party written notice to such effect 7.4 Client shall have the right to terminate this Contract before the 15th day of March, 2003 for any major business change with ninety (6090) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to LHSI. In the event of early termination under this paragraph, Client shall pay LHSI an Early Termination Fee equivalent to *** following the effective date of termination. *** at the time of notification of early termination by the Client. 7.5 Each party hereto shall have the right to terminate this Contract in the event of any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution proceeding involving the other Partyparty is commenced and not dismissed within 90 days of its commencement. C. 7.6 Upon termination or expiration of this AgreementContract, Publisher will have no obligation LHSI shall promptly return to pay the Annual Fee for subsequent terms Client at Client's sole expense, all Products then in its possession or control, all packaging, shipping and will be under no obligation labeling materials related thereto, all invoice forms, any equipment or other property purchased by Client, and all customer and sales representative lists and other confidential or proprietary information provided hereunder by Client or developed by LHSI in relation to continue to make Content available for archiving as Archived Content. Except as otherwise this Contract, and any information provided in this Agreementorder that LHSI may obtain any government licenses and permits. LHSI shall provide an electronic copy of lot tracking data, if there customer history, and addresses to Client. LHSI shall be no uncured material breach compensated at the accessorial labor rate detailed in Exhibit "A" of this Agreement on Contract in returning property of Client from the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes last effective day of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentContract.

Appears in 2 contracts

Sources: Warehouse Distribution Contract (Therasense Inc), Warehouse Distribution Contract (Therasense Inc)

Term and Termination. A. 7.1 This Agreement shall be effective as of have effect on and from the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termand shall continue in force thereafter. B. 7.2 Either Party party may terminate this Agreement with any or without cause on thirty (30) days’ all Project Assignments immediately upon written notice to the other Partyin the event of: 7.2.1 any material breach of a Project Assignment by the other party which breach is not remedied (if remediable) within thirty days after the service of written notice requiring the same; 7.2.2 the other Party becoming bankrupt or entering into liquidation whether voluntary or compulsory (other than for the purpose of solvent amalgamation or reconstruction) passing a resolution for its winding up, having a receiver, manager, administrative receiver, administrator, trustee or similar officer appointed over the whole or any part of its business or assets, or making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt, or ceasing or threatening to cease to trade. C. Upon termination 7.3 The Company may also terminate this Agreement and/or any current Project Assignment immediately upon written notice to the Consultancy if: 7.3.1 the Consultancy breaches any of its obligations under Clause 8 and Clause 9; 7.3.2 the Consultancy disputes the validity or expiration ownership of any of the Company’s or Client’s intellectual property rights; 7.3.3 the Consultancy has been prevented from performing its obligations under this AgreementAgreement for a period exceeding one month or more in any period of twelve months. 7.3.4 the Client terminates its agreement for the Company to deliver those services which comprise part or all the Services to be delivered by the Consultancy pursuant to a current Project Assignment; 7.3.5 the Client requests that either or both the Consultancy or Representative providing the Services be replaced or removed from the Project Assignment; 7.3.6 any Client to whom the Consultancy is, Publisher will have no obligation or has agreed to commence providing Services, fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Company’s charges. 7.4 Upon termination of this Agreement on or any Project Assignment for any reason, the part Consultancy shall deliver to the Company all Deliverables relating to the terminated Project Assignment then in the Consultancy’s possession or control, whatever their state of CLOCKSSdevelopment at that time, CLOCKSS shall have and all materials and information reasonably required by the right Company to continue to preserve any Archived Content received from Publisher and to release complete such Archived Content upon the occurrence Deliverables. 7.5 Termination of a Trigger Event. If there this Agreement shall be an uncured material breach by CLOCKSS (such as by way without prejudice to the rights and liabilities of example only, a material breach in security or corruption or the stored files), Publisher shall have Parties accrued at the right to withdraw its Archived Content, and terminate date of termination. 7.6 Upon termination of this Agreement orfor any reason, if such breach occurs the Consultancy shall not for a period of six months, whether itself or as principal, agent, proprietor, shareholder, director, employee, associate, partner, representative, contractor, advisor or assistant of or to any business or entity, directly or indirectly solicit, promote, contract with respect to surviving obligations of CLOCKSS after termination or accept or carry on any business for any Client who was, at any time within six months of the Agreement, terminate any post-date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Client of the Company and for whom the Consultancy performed Services (30either directly or indirectly) days following issuance of notice to during the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentpreceding six months.

Appears in 2 contracts

Sources: Consultancy Agreement, Consultancy Agreement

Term and Termination. A. This 11.1 The initial term of this Agreement shall be effective as of will commence on the Effective Date and will continue thereafter for a term the period as set out in the Order Form (“Initial Term”) unless terminated earlier by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services or Customer in accordance with the terms of one (1) yearthis Agreement. This Agreement will automatically renew automatically at the end of the initial term for successive additional one (1) year renewal terms periods (unless written notice is delivered to separately identified in the Order Form, in which case such other period of the length specified in the applicable Order Form) shall apply (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”) unless either party provides the other Party at least sixty party with ninety (6090) days dayswritten notice prior to the end conclusion of the initial term Initial Term or the applicable renewal termRenewal Term, as applicable. All terms and conditions hereof shall remain in effect during any Renewal Term, except as the parties otherwise expressly agree in writing. B. Either Party 11.2 Without prejudice to any other rights or remedies that the Parties may have, the Customer may terminate this Agreement with or without cause liability to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services if there shall be no uncured ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services commits a material breach of any of the terms of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement orand, if such a breach occurs with respect is remediable, fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services's being notified in writing of the breach. 11.3 Without prejudice to any other rights or remedies that the Parties may have, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may immediately suspend the provision of the Services and/or terminate this Agreement or any part of this Agreement without liability to the Customer immediately on giving written notice to the breaching party Customer if: (a) the Customer fails to pay any amount due under Section 14.F.this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or D. Sections 3-6, 8, 9 and 10-14 (b) the Customer commits a material breach of any of the terms of this Agreement shall survive termination and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the Customer being notified in writing of the breach; or (c) the Customer notifies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services that it does not accept any variation in the Fees pursuant to condition 6; or (d) instructed to do so by the Acquirer or expiration a Network; or (e) if a tri--party agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services, the Customer and the Acquirer, including the DNAP Agreement, is terminated for any reason; or (f) the Customer suspends, or threatens to suspend, payment of this Agreement. Howeverits debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (g) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, upon termination by Publisher due or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (h) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (i) an application is made to Court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or (j) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or (k) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or (l) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (m) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (n) any event occurs, or proceeding is taken, with respect to the uncured material breach Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of CLOCKSSthe events mentioned in condition 10.3(e) to condition 10.2(l) (inclusive); or (o) there is a change of control of the Customer. 11.4 On termination of the Agreement for any reason: (a) the Customer shall, within fifteen (15) days, pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services all of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services’s outstanding fees and interest and, in respect of Services supplied but for which no invoice has been submitted and any portion of the remaining fees for that calendar year and that has not yet been invoiced, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may submit an invoice, which shall be payable within fifteen (15) days of receipt; and (b) the accrued rights granted and liabilities of the Parties as at termination and the continuation of any provision expressly stated to CLOCKSS survive or implicitly surviving termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected.

Appears in 2 contracts

Sources: Terms of Service, Terms of Service

Term and Termination. A. This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be effective as of automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the Effective Date for a term of one (1) year. This terms described in this Agreement will renew automatically at the end of the initial term for successive one one-year periods (1) year renewal terms each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termcurrent Term that such Party does not want this Agreement to renew. B. Either 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement with or without cause on thirty (30) days’ by providing written notice to the other PartyParty specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein. C. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Publisher Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation maintain (unless legally obligated) or to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve provide any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Customer Content.

Appears in 2 contracts

Sources: Master Services Agreement, Master Services Agreement

Term and Termination. A. This 7.1. The term of this Agreement shall be effective as of set forth in the Effective Date for a term of one quote(s) and/or Attachment A attached hereto and incorporated herein (1) year“Term”). 7.2. This Agreement is non-cancelable by Customer and will renew automatically at remain in effect for the end of the initial term Term specified in this Agreement. However, Customer may cancel service coverage for successive one (1) year renewal terms unless written notice is delivered to the other Party at least an individual Covered System under this Agreement upon sixty (60) days prior written notice to Invivo representing that the Covered System is being permanently removed from the Site and that the Covered System is not being used in any other Customer site 7.3. Upon sixty (60) days written notice to Invivo, Customer may cancel this Agreement specifically describing a material breach or default of the Agreement by Invivo, provided that Invivo may avoid such cancellation by curing the condition of breach or default within such sixty (60) day notice period. Termination under this clause shall not impact fees paid for services rendered up to the end time of such material breach, which shall remain payable to Invivo. 7.4. In addition, if the Customer sells or otherwise transfers any of the initial Covered System to a third party and the System remains installed and in use at the same location, and such third party assumes the obligations of the Customer under this Agreement or enters into a new service agreement with Invivo the price will be equal to the price in this Agreement and a term or at least equal to the applicable renewal term. B. Either Party unexpired/unused term of this Agreement. If such third party does not assume the obligations of the Customer under this Agreement,, then the Customer may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within such Covered System upon no less than thirty (30) days following issuance of prior written notice to Invivo, in which case the breaching party Customer shall pay to Invivo (i) all amounts due under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive through the effective date of termination or (based on the notice requirement) and (ii) as liquidated damages and not as a penalty, an amount equal to 30% of the remaining payments due under this Agreement for such Covered System from the date of termination through the scheduled expiration of the term of this Agreement. 7.5. HoweverIf this Agreement includes a Pool and terminates for any reason and Customer has expended more funds from its Pool than it has contributed to the Pool, then Customer shall pay Invivo the amount by which its expenditures exceeded its contributions within five (5) business days of such termination. 7.6. Clinical Education training and credits will expire upon termination by Publisher due to of the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentAgreement.

Appears in 2 contracts

Sources: Service Agreement, Service Agreement

Term and Termination. A. 22.1 This Agreement shall be effective as of endure for the Effective Date Term (subject to earlier termination under and in accordance with this clause 22), which The Client may renew for a term of one 12 months by serving on Station10 thirty (130) year. This Agreement will renew automatically at calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the initial term for successive one (1) year renewal terms unless written notice is delivered Term, then the Term will be deemed to the other Party at least sixty (60) days prior extend up to and including the end of the initial term Service Period set out in that SoW (or where there is no Service Period set out, then until completion of the applicable renewal termServices under that SoW) for the purpose of preserving the validity of that SoW only. B. 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) calendar days following issuance from the date written notice specifying the failure was delivered. Failure to pay fees due under any executed SoW is considered a material breach. 22.3 Either Party may terminate the Services with immediate effect on written notice if: 22.3.1 the other Party ceases or threatens to cease to carry on its business 22.3.2 a receiver; administrator or similar officer is appointed over all or any part of notice the assets or undertaking of the other Party; 22.3.3 the other Party makes any arrangement for the benefit of its creditors; or 22.3.4 the other Party goes into liquidation (save for the purposes of a genuine amalgamation or reconstruction). 22.4 Upon termination of the Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with: 22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and 22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and 27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or is legally bound to pay. 22.5 In the event of any breach of Clause 27, the non-breaching Party shall be entitled to terminate this Agreement with immediate effect. 22.6 Termination of the Services will not affect any rights of the Parties accrued to them up to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 date of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Appears in 2 contracts

Sources: Professional Services, Professional Services

Term and Termination. A. 11.1 This Agreement shall be effective shall, unless otherwise terminated as of provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, being automatically renewed for successive periods (each a term “Renewal Period”) matching the Initial Subscription Term, unless: 11.1.1 either party notifies the other party of one (1) year. This Agreement will renew automatically at termination, in writing before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Period; or 11.1.2 otherwise terminated in accordance with the applicable renewal termprovisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. B. Either Party 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with or without cause on thirty (30) days’ written notice liability to the other Partyif the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach. C. Upon 11.3 On termination or expiration of this Agreement for any reason: 11.3.1 all licences granted under this Agreement shall immediately terminate; 11.3.2 subject to clause 11.3.3, each party shall return and make no further use of any equipment, property and other items (and all copies thereof) belonging to the other party; 11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Service within 5 Business Days of the effective date of termination of this Agreement, Publisher will have no obligation to pay otherwise the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession; and 11.3.4 the accrued rights of the parties as Archived Content. Except as otherwise provided in this Agreementat termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of the Agreementany provision expressly stated to survive or implicitly surviving termination, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

Term and Termination. A. This 10.1. The term of this Agreement shall be effective as of begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a term period of one (1) year. This Agreement will renew automatically at ten Years beginning with the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termFirst Shipment Date. B. Either 10.2. Each Party may terminate this Agreement with or without cause on thirty (30) days’ may, at its discretion, upon written notice to the other Party., and in addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following: C. 10.2.1. Upon termination or expiration a material breach of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within **** days after receiving written notice thereof; provided, however, that such cure period shall not modify or extend the **** day cure period for HOKU’s delivery obligations pursuant to Section 4.3 above; and provided, further that such **** day cure period shall not apply to JINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the event of JINKO’s failure to make payment on the **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if there shall be no uncured payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the part Commission. 10.2.2. Upon the voluntary or involuntary initiation of CLOCKSSbankruptcy or insolvency proceedings against the other Party; provided, CLOCKSS that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 10.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 10.2.4. In accordance with the provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement. 10.2.5. Without limiting the foregoing, JINKO shall have the right to continue terminate this Agreement immediately if HOKU fails to preserve any Archived Content received from Publisher and deliver the first shipment of the Minimum Monthly Quantity of Products on or before December 31, 2009. 10.3. Subject to release such Archived Content upon the occurrence effectiveness of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlythis Agreement, a material breach in security or corruption or the stored files), Publisher HOKU shall have the right to withdraw its Archived Content, and thereafter terminate this Agreement orif (A) on or before March 25, if such breach occurs with respect 2009, JINKO has failed to surviving obligations pay the Third Deposit, in which case HOKU may retain the Initial Deposit of CLOCKSS after fifteen million (15,000,000) U.S. dollars as liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages. 10.4. Upon the expiration or termination of this Agreement howsoever arising, the Agreementfollowing Sections shall survive such expiration or termination: Sections 2 (Definitions); Section 8 (Product Quality Guarantee), terminate Section 9 (Inspection and Return Goods Policy); Section 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions). 10.5. If JINKO terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any post-funds remaining on the Total Deposit on such date of termination rights shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of CLOCKSS under this Agreement at the Agreement. For the purposes of time it terminates this Agreement, a then HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 12). If HOKU terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, or 13 then HOKU shall be deemed uncured if cure shall entitled to retain the Total Deposit including any funds remaining on the Total Deposit on such date of termination in accordance with Section 12. “Funds remaining” on the Total Deposit are funds not have been made within thirty (30) days following issuance applied against JINKO’s purchase of notice Product, pursuant to the breaching party under Section 14.F. D. Sections 3-66.4 above, 8, 9 and 10-14 of for Product actually shipped to JINKO hereunder. If JINKO terminates this Agreement shall survive termination pursuant to Section 10.2.1 or expiration of 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, then one hundred fifty percent (150%) of the funds remaining on the Total Deposit on such date of termination shall be returned to JINKO. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.JINKO Initials & Date HOKU Initials & Date

Appears in 2 contracts

Sources: Supply Agreement, Supply Agreement (JinkoSolar Holding Co., Ltd.)

Term and Termination. A. This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date for a term Date”), and shall continue with full force and effect until the later of one (1) year. This Agreement will renew automatically at the end delivery of the initial term applicable Survey Materials, completion of any applicable services and delivery of any other information as set forth in the Quotation, unless the Agreement is terminated earlier in accordance with the provisions of this article (the “Term”). 11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement for successive one convenience and without liability to the Customer, upon written notice, in the event the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario. 11.3 IQMH may terminate the Agreement for convenience and without liability to the Customer upon twelve (112) year renewal terms unless months written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termCustomer. B. 11.4 Either Party may terminate this Agreement for cause and with or without cause on thirty (30) days’ immediate effect by written notice to the other Party in the event the other Party. C. Upon termination : (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or expiration Article 7 (Intellectual Property) or (ii) breaches any other Articles of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material including any breach of this the Agreement on and such breach remains uncured for a period of fifteen (15) days following the part date of CLOCKSSthe Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files)other Party is adjudicated a bankrupt, Publisher shall have becomes insolvent, makes an assignment for the right to withdraw benefit of creditors or proposes or makes any arrangements for the liquidation of its Archived Content, and terminate this Agreement or, if such breach occurs debts or a receiver or manager is appointed with respect to surviving obligations of CLOCKSS after termination all or any part of the Agreement, terminate any post-assets of the other Party. 11.5 Upon expiry or termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach the Customer shall, and shall be deemed uncured if cure cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and use of the Portal. The Customer shall not have been made within thirty (30) days following issuance immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination compensation or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSSindemnity, all rights granted IQMH’s Confidential Information and Intellectual Property disclosed to CLOCKSS shall terminateor received by the Customer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentany part thereof. For clarity, the foregoing excludes any Customer Proficiency Testing Survey results.

Appears in 2 contracts

Sources: Proficiency Testing Agreement, Proficiency Testing Agreement

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule B, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Haas Service Agreement, Infinicloud Service Agreement

Term and Termination. A. This 7.1 The term of the Agreement shall be effective as of three (3) years from the Effective Date for a term of one (1) yearDate. This Thereafter, the Agreement will renew automatically at the end of the initial term shall be renewed for successive one (1) year renewal terms terms, unless terminated upon three (3) months prior notice by either Party before the anniversary of the Agreement. 7.2 If either Party is in breach of its obligations under this Agreement then the Party not in breach is entitled to serve notice in writing to the Party in breach setting out details of the breach, what actions are required to correct the breach and allowing the Party in breach thirty (30) days from the date of notification in writing to correct the breach. 7.3 Either Party shall have the right to terminate this Agreement and/or an accepted Project Proposal, effective immediately upon written notice is delivered to the other Party, should the other Party continue to be in material breach of this Agreement, provided, that a notice of material breach pursuant to Section 7.2 has been served on the Party in material breach and the Party in material breach has failed to correct the material breach within the thirty (30) day cure period. 7.4 Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is not dismissed within thirty (30) days after its institution, (ii) is adjudged as bankrupt, (iii) becomes insolvent, (iv) has a receiver, trustee, conservator or liquidator appointed for all or a substantial part of its assets, (v) ceases to do business, (vi) commences any dissolution, liquidation or winding up, or (vii) makes an assignment of its assets for the benefit of its creditors. 7.5 An accepted Project Proposal or any other written assignment related to a Project Proposal may be terminated by Client at least any time during the term of this Agreement on sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other PartyService Provider. C. Upon 7.6 Except in the event of a termination or expiration of by Client according to Section 7.3, if this Agreement, Publisher will have no obligation any particular accepted Project Proposal or any particular other written assignment related to a Project Proposal is terminated before any such Project Proposal or any such other written assignment related to a Project Proposal is completed, Client shall pay the Annual Fee Service Provider for subsequent terms and will be under no obligation all Services performed in accordance with any such affected Project Proposal or any such other written assignment related to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived ContentProject Proposal hereunder, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after reimburse the Service Provider for all costs and expenses incurred in performing those Services. 7.7 The termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration not relieve either Party of this Agreement. However, upon termination by Publisher due its obligation to the uncured material breach other with respect to (a) maintaining the confidentiality of CLOCKSSinformation, all rights granted to CLOCKSS shall terminate(b) liability and, and CLOCKSS shall provide to Publisher proof (c) compensation for Services performed through the date of destruction of all Archived Contenttermination.

Appears in 2 contracts

Sources: Master Services Agreement (Immuneering Corp), Master Services Agreement (Immuneering Corp)

Term and Termination. A. 10.1. This Agreement agreement shall be effective commence as of the Effective Date and continue for a term minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall be extended for following one (1) yeartwelve (12) month periods. 10.2. This Agreement will renew automatically agreement may be terminated at the end any time by written agreement of the initial term for successive one (1) year renewal terms unless parties. 10.3. If either party breaches a material provision of these Agreement and the breach is not cured within 30 days after receipt of written notice from the other party specifying the nature of the breach or if a plan is delivered not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement by written notice to the party in breach (10.4) Either party may terminate this Agreement by written notice upon the occurrence of any of the following events, unless such event is eliminated or cured within 60 days of notice thereof: (a) the filing by the other Party at least party of a petition in bankruptcy or insolvency; or (b) any adjudication that the other party is bankrupt or insolvent; or (c) the filing by the other party of any petition or answer seeking reorganization, readjustment, or arrangement of the business under any law relating to bankruptcy or insolvency; or (d) the appointment of a receiver for all or substantially all of the property of other party; or (e) the making by the other party of any assignment or attempted assignment of the benefit of creditors; or (f) the institution of any proceedings for the liquidation or winding up of the business or for the termination of the corporate charter of the other party. 10.4. Termination of this Agreement shall not affect the survival of any rights or obligations hereunder which by their nature are to survive and be effective following termination of the Agreement. After sixty (60) days prior following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the end uniqueness of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a flat handling charge at the rate of $30 per hour, the Customer may request that components may be used in the manufacture of alternate the Customer’s products which the Customer agrees to purchase in accordance with the other Party. C. Upon termination or expiration terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Manufacturing Agreement (Lightspace Corp), Manufacturing Agreement (Lightspace Corp)

Term and Termination. A. This 3.1. The Agreement shall has the term as agreed in the Offer and will automatically be effective as renewed by successive periods of twelve (12) months, unless agreed otherwise in the Effective Date for a term of one (1) yearOffer and subject to any limitations under statutory law. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate the Agreement against the end of a contractual term, subject to a notice period of two (2) months. Notice of termination must be in writing. 3.2. In case of a material breach of the Agreement by the Customer, Zivver is entitled to terminate this Agreement with and/or terminate access to or without cause on provision of the Service upon written notice, if the matters set forth in a breach notice are not cured to Zivver’s reasonable satisfaction within a thirty (30) days’ day period. The consequences of termination do not give the Customer any right to compensation. 3.3. Without affecting any other right or remedy available to it, this Agreement may be terminated agreement with immediate effect upon written notice to the other Party.party: C. Upon termination or expiration of this Agreement(a) by ▇▇▇▇▇▇, Publisher will have no obligation if Customer fails to pay any amount when due hereunder and such failure continues for thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of written notice of nonpayment; or (b) by either party, if the Annual Fee other party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for subsequent terms and will be under no obligation voluntary or involuntary bankruptcy or pursuant to continue any other insolvency law, (iv) makes or seeks to make Content available a general assignment for archiving as Archived Content. Except as otherwise provided in this Agreementthe benefit of its creditors, if there shall be no uncured material breach or (v) applies for, or consents to, the appointment of this Agreement on the a trustee, receiver or custodian for a substantial part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Eventits property or business; 3.4. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after After termination of the Agreement, terminate the Customer has the opportunity to download any post-data (from its End Users) still present on Zivver's systems within a period of sixty (60) days. The Customer itself is responsible for promptly downloading such data. 3.5. If this Agreement is terminated for any reason: (a) Customer will pay to Zivver any fees, reimbursable expenses, compensation, or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination rights will survive and will be immediately due and payable; and (c) Customer will provide Zivver with a written certification signed by an authorized Customer representative certifying that all use by Customer of CLOCKSS under the Services and related documentation has been discontinued. 3.6. Upon termination of the Agreement, any Section that is intended by its nature to survive expiry or termination shall so survive. For the purposes The following Sections shall in any event remain in full force and effect: (a) Section 8 - Indemnity (b) Section 9 - Limitation of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Liability (30c) days following issuance Section 12 - Intellectual Property and Right of notice to the breaching party under Use; (d) Section 14.F.13 - Confidentiality; and D. Sections 3-6, 8, 9 (e) Section 14.9 and 10-14 14.10 - Governing Law and Choice of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Forum

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Term and Termination. A. 10.1 This Agreement shall be effective continue for the Term as of set out in the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable Order and any subsequent renewal term. B. 10.2 Either Party party may by notice in writing terminate this Agreement with or without cause on thirty (30) days’ written notice to immediate effect if: 10.2.1 the other Party. C. Upon termination or expiration party commits a breach of any of the provisions of this Agreement, Publisher will have no obligation and: (a) the breach is capable of remedy and the other party fails to pay remedy the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 The Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the breaching party under Section 14.F.Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or D. Sections 3-6, 8, 9 10.3.3 the Client is subject to a Change of Control Event; and 10-14 / or 10.3.4 specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement shall survive termination for any reason is without prejudice to any rights or expiration obligations that may have accrued to either party as at the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and will remain in effect for a term of one fifteen(15) months unless terminated in accordance with the terms set forth in this Agreement (1) yearthe “Term”). This Agreement will Term shall automatically renew automatically at the end of the initial term for successive one additional three (13) year renewal month terms unless written notice is delivered to a Party gives the other Party at least sixty written notice of an intent not to renew the Agreement no later than ninety (6090) days prior days’ advance written notice that the Party does not intend to renew the end of the initial term or the applicable renewal termAgreement. B. 11.2 Either Party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Partyparty in the event such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. C. Upon termination 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach condition of this Agreement on and fails to remedy the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after being given written notice thereof. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or terminate and Customer shall be entitled to the immediate possession of all Mining Equipment 11.5 If this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Appears in 2 contracts

Sources: Colocation Mining Services Agreement (Akerna Corp.), Colocation Mining Services Agreement (Sphere 3D Corp)

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule 1, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Master Customer Service Agreement, Master Customer Service Agreement

Term and Termination. A. This Agreement 10.1 The commencement date and term of any Statement of Work shall be effective as set out in the relevant Statement of the Effective Date for a term Work. 10.2 Either party may choose not to renew an auto-renewing Statement of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless Work by serving written notice is delivered to on the other Party at least sixty (60) not less than 30 days prior to the end final day of the initial term or current term, and in such case the applicable renewal Statement of Work shall not renew and shall instead terminate on the final day of the term. B. Either Party 10.3 Supplier may terminate this Agreement with or without cause a Statement of Work immediately on thirty (30) days’ written notice to if the other Party.Customer: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 10.3.1 commits an irremediable material breach of any of this Agreement on agreement as it relates to the part Statement of CLOCKSSWork, CLOCKSS shall have persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the right breach requiring remedy of the same; 10.3.2 fails to continue pay any amount due to preserve Supplier as it falls due (under that or any Archived Content received from Publisher and to release such Archived Content upon other any Statement of Work); or 10.3.3 makes an arrangement with or enters into a compromise with its creditors, becomes the occurrence subject of a Trigger Event. If there voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.4 Customer may terminate a Statement of Work immediately on written notice if the Supplier: 10.4.1 commits an irremediable material breach of any of this agreement as it relates to the Statement of Work, persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; 10.4.2 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.5 Subject to clause 10.6, in the event of termination of a Statement of Work for any reason: 10.5.1 any Fees already paid shall be an uncured material breach by CLOCKSS non-refundable; 10.5.2 any amounts invoiced under the terminated Statement of Work (such or in respect of the terminated Deliverables) as by way at the date of example onlytermination shall become immediately due and payable; 10.5.3 Supplier may invoice for any Deliverables provided up until the date of termination and any expenses incurred, a material breach in security or corruption and those invoices shall be immediately due and payable; and 10.5.4 the accrued rights of the parties as at termination, or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of the Agreementany provision expressly stated to survive or implicitly surviving termination, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty be affected or prejudiced. 10.6 Nothing in clause 10.5 shall require the Customer to pay any Fees, or prevent the Customer from receiving a reimbursement of any Fees, where it is entitled to remission from or refund of those Fees pursuant to clauses 5.1, 5.2 or 8.13. 10.7 Where a Statement of Work grants a licence of Supplier Software, or a relevant part of a Statement of Work, is terminated, the Customer shall immediately cease to use the Supplier Software and shall at Supplier's option either return it (30and the Documentation) days following issuance to Supplier or delete and destroy all copies of notice the affected Supplier Software and Documentation. 10.8 The termination of a Statement of Work shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 7, 10, 11, 13, 15, 17 and 18, or the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 continuation of this Agreement shall survive termination or expiration any other Statements of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentWork.

Appears in 2 contracts

Sources: Master Services Agreement, Master Services Agreement

Term and Termination. A. 9.1 This Agreement shall be effective as commence on 9.2 The Initial Term of 3 years shall commence on the Effective Date Agreement date stated at clause 9.1. 9.3 The Term of this Agreement shall repeat continually for a term of additional 3 year periods unless or until terminated by one (1) year. This Agreement will renew automatically Party providing at least 3 calendar months prior written notice to the other to expire at the end of the initial Initial Term or on any subsequent 3 year anniversary term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termthereafter. B. 9.4 Either Party may has the right to terminate this the Agreement with or without cause on thirty (30) days’ written notice to immediately if the other Party.other: C. Upon termination or expiration 9.4.1 has committed a material breach of this Agreement, Publisher will have no obligation unless such breach is capable of remedy, in which case the right to pay the Annual Fee for subsequent terms and terminate immediately will be under no obligation exercisable if the other Party has failed to continue remedy the breach within 30 days after a written notice to make Content available do so; or 9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for archiving as Archived Content. Except as otherwise provided the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in this Agreement, if there shall be no uncured material respect of the whole or any part of its assets. 9.5 Further in the event of (i) Termination (that may conclude suspension); or (ii) Any breach of this Agreement a Customer Payment Obligation for whatever reason the Customer will on receipt of demand, pay to Reduce My Bills Ltd the Breach Fee. The Breach Fee shall entirely at Reduce My Bills Ltd discretion with be a payment either (i) Representing the Subscription Payment or such balance of the Subscription Payment yet to be paid to Reduce My Bills Ltd (ii) A fixed amount of £750. VAT is due to be paid on a Breach Fee. 9.5.1 The Customer agrees that the Breach Fee is due to be paid within seven days of receiving demand for the same and that it enjoys no right of set off, defence, counter claim or other reason to withhold or delay payment. The Customer agrees that the Breach Fee, represents the reimbursement of loss suffered by Reduce My Bills Ltd resulting from the Customer non-payment Breach. It does not represent an unfair gain or windfall on the part of CLOCKSS, CLOCKSS shall have Reduce My Bills Ltd that is in the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon nature of or is capable of falling within the occurrence definition of a Trigger Eventpenalty. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For The Subscription Payment for the purposes of this Agreementclause is calculated on the basis of the subscription charge and period as set out in the Contract at Schedule 2. 9.6 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cancellation or expiration of this Agreement shall survive termination or expiration of under this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentClause 9.

Appears in 2 contracts

Sources: Procurement Supply Subscription Agreement, Procurement Supply Subscription Agreement

Term and Termination. A. 17.1 This Agreement shall be become effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at Date, and shall remain in effect initially until the end of Expiration Date, or otherwise terminated by the initial term for successive one (1) year renewal terms unless written notice is delivered to Parties in accordance with the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach provisions of this Agreement on the part of CLOCKSS(“Term”). 17.2 This Agreement may be terminated by a Party, CLOCKSS shall have the right with written notice, without prejudice to continue to preserve any Archived Content received from Publisher and to release other rights such Archived Content Party may have, upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security either one or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination more of the Agreement, terminate any post-termination rights of CLOCKSS under following events stated below: a) by either Party in the Agreement. For event that the purposes of this Agreement, other Party voluntarily files a material breach shall be deemed uncured if cure shall petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not have been made discharged within thirty (30) days following issuance after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the benefit of its creditors is made; b) by either Party in the event that the other has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement, provided that such default or breach is not remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice to the breaching party other Party specifying the nature of such default and requiring remedy of the same; c) by Customer in the event [***] fails to perform the obligations as set out in Section 2.4; or Master Supply Agreement – [***] 12 d) by [***] in the event that Customer fails to pay the Deposit or Incremental Deposit to [***] as required under Section 14.F.2.3. D. Sections 3-6, 8, 9 and 10-14 17.3 Termination of this Agreement for any reason shall not affect any obligation which from the context thereof is intended to survive the termination or expiration of this Agreement. However, including without limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall continue to be binding upon termination by Publisher due the Parties to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentextent stated therein (where applicable).

Appears in 2 contracts

Sources: Master Supply Agreement (Powersecure International, Inc.), Master Supply Agreement (Powersecure International, Inc.)

Term and Termination. A. 19.1. This Agreement shall be Contract is effective as of from the Effective Date and shall remain in force, absent earlier termination in accordance with this Section 19., for a term of one seven (17) year. This Agreement will renew years (the “Initial Term”), and shall automatically extend for a further term of two (2) years (the “Renewal Term”), unless either Party gives at least eighteen (18) months’ written notice to terminate the Contract at the end of the initial Initial Term or at any time during the Renewal Term. The Parties may mutually agree to extend the term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to of this Contract following the end of the initial first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the “Term”. [***]. 19.2. Termination of this Contract shall not [***]. 19.3. If a Party materially breaches any material term or condition of this Contract, the applicable renewal term. B. Either other Party may notify the breaching Party in writing of such breach, setting forth the nature of the breach in reasonable detail. If the breaching Party fails to cure such breach within [***] after the receipt of the foregoing notice from the non-breaching Party, the non-breaching Party may terminate this Agreement with or without cause on thirty (30) days’ Contract effective immediately upon a second written notice to the other breaching Party. C. Upon termination 19.4. Customer may terminate this Contract at its election on [***] written notice to ▇▇▇▇▇▇▇▇▇▇ if the Initial Technology Transfer has finally not been completed by June 30, 2017, subject to any Exit Fees payable under Section 10. for any Binding Forecast placed by Customer prior to such termination, provided that (a) this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or expiration [***] in [***] necessary for ▇▇▇▇▇▇▇▇▇▇ to [***], and (b) if the Initial Technology Transfer is completed after June 30, 2017, and Customer has not exercised its right to terminate the Contract under this Section 19.4. prior to such completion of this Agreementthe Initial Technology Transfer, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate [***] under this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content19.4.

Appears in 2 contracts

Sources: Commercial Supply Agreement, Commercial Supply Contract (Prothena Corp PLC)

Term and Termination. A. This 9.1. The Agreement shall be effective as commence on the first day of the Effective Date Initial Subscription Period and shall continue for a term the Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”). 9.2. Maynooth University (acting as agent on behalf of one (1the Members) year. This may terminate this Agreement will renew automatically without cause by notifying the Publisher, in writing, at least sixty days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to relevant Subscription Year, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term or the applicable renewal termSubscription Year. B. Either Party 9.3. Maynooth University (acting as agent on behalf of the Members) may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided Publisher is in this Agreement, if there shall be no uncured material breach of any obligation under this Agreement on and, in the part event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or capable of being remedied, fails to remedy the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of notice in writing of such breach. 9.4. A Member’s participation in this Agreement may be terminated with immediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breaching breach within thirty (30) days of receipt of notice in writing of such breach. 9.5. If a Member’s participation in this Agreement is terminated then that Member’s further rights and obligations under this Agreement shall cease upon the effective date of such termination, but such termination: 9.5.1. shall not prejudice any rights or liabilities of any party under Section 14.F.in connection with that Member which may have arisen on or before the effective date of such termination; and D. Sections 3-6, 8, 9 and 10-14 9.5.2. shall have no effect on the continuation in force of the Agreement. 9.6. Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 9.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.6.1. continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.6.2. by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.6.3. supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or 9.6.4. granting access to the same Licensed Material through one of the e- journals archiving solutions as listed in Schedule 3 – Industry Standards and Related Obligations. 9.6.5. For the avoidance of doubt, access to and use of archival copies shall survive termination or expiration be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. 9.7. HoweverMembers are permitted to: 9.7.1. mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.6.1 and 9.6.3; 9.7.2. communicate, upon termination make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.7.3. make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher due in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.8. In the uncured event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.8.1. through the Publisher’s server; or 9.8.2. by supplying such material breach without charge to Members in accordance with the procedure described in Clause 9.6. 9.9. In the event that the Publisher ceases to publish a part or parts of CLOCKSSthe Licensed Material (including back issues of a title as part of the Licensed Material), all rights granted the Publisher will: 9.9.1. maintain a digital archive of such Licensed Material; 9.9.2. make the digital archive available to CLOCKSS shall terminateMembers without charge either through the Publisher’s server, via a third party server (including e- journals archiving initiatives as listed in Schedule 3 – Industry Standards and CLOCKSS shall provide Related Obligations) or by supplying the digital archive to Publisher proof of destruction of all Archived ContentMember without charge in accordance with the procedure described in Clause 9.6. 9.10. The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Appears in 2 contracts

Sources: License Agreement, License Agreement

Term and Termination. A. 17.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. and shall remain in effect until terminated. 17.2 This Agreement will renew automatically at the end of the initial term for successive one terminate: (1a) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of such notice period, it cures such breach; (b) immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or (d) immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all *** Technology and all materials relating to *** Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the following provisions shall survive the termination or expiration of this Agreement. However: Sections 4, upon 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 17.5 Termination is not the sole remedy under this Agreement and, whether or not termination by Publisher due to the uncured material breach of CLOCKSSis effected, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother remedies will remain available.

Appears in 2 contracts

Sources: Technology License Agreement (Tvia Inc), Technology License Agreement (Tvia Inc)

Term and Termination. A. 14.1 This Agreement shall be become effective as on the date hereof and, unless earlier terminated in accordance with this Section, shall continue in effect for an initial term of three (3) years from the date of Commercial Launch. 14.2 Either party may terminate this Agreement for any reason, at any time after the first anniversary of the Effective Date Commercial Launch, upon ninety (90) days prior written notice given after the first anniversary of Commercial Launch. In addition, Biogen shall have the right to terminate this Agreement immediately in the event the FDA rejects the PLA/ELA filing, or if Biogen withdraws its PLA/ELA filing. 14.3 Either party may terminate this Agreement (i) for a term material breach by the other party upon thirty (30) days' prior written notice unless the breaching party cures the breach within such thirty (30) day period or (ii) in the event of one any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the other party, or the appointment with or without the other parties' consent of a receiver for such party. 14.4 Upon receipt or delivery of a termination notice by Nova Factor or ninety (190) year. This days prior to expiration of this Agreement will renew automatically at the end of the initial term term, as applicable, the parties shall begin to transition distribution of Product for successive one Nova Factor's customers to a party to be designated by Biogen. Transition of distribution under this Section 14.4 shall mean the following: (1i) year renewal terms unless written notice is delivered Biogen shall as soon as possible begin referring Nova Factor customers who contact Biogen's customer service department to the other Party at least sixty designated distributor. (60ii) days prior At Biogen's request, Nova Factor shall provide notice to all of Nova Factor's customers of the change in distributors. (iii) Nova Factor shall complete any reimbursement clearances and Product shipments then underway, but otherwise shall refer customers to the end designated distributor. (iv) Nova Factor shall transfer a copy of the initial term or Database and customer information, including prescription files, to the designated distributor, provided that if applicable renewal termpatient confidentiality laws prohibit transfer of the customers' name to the designated distributor, Nova Factor shall transfer the Database and customer information using customer numbers instead of names. B. Either Party may terminate (v) Nova Factor's obligation to order additional Product when its inventory falls to a one-week supply shall cease and Biogen shall repurchase any Product held in inventory by Nova Factor on the date of termination at the price paid for the Product by Nova Factor. After receipt of the termination notice and during the period thereafter ending six months after termination, Nova Factor shall use reasonable efforts to cooperate with Biogen in ensuring the smooth transition of the services provided by Nova Factor under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon distributor designated by Biogen, provided that after termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee Biogen shall reimburse Nova Factor for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementits reasonable out-of-pocket, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSnon- personnel-related expenses associated with such cooperation. 14.5 Sections 9, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only10, a material breach in security or corruption or the stored files)11, Publisher shall have the right to withdraw its Archived Content14.4, 15, 16, 17, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement 22.7 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Distribution and Services Agreement (Accredo Health Inc), Distribution and Services Agreement (Accredo Health Inc)

Term and Termination. A. This 20.1. The Subscription Agreement (including these Terms) shall be become effective as of on the Effective Date date specified in your Order and shall remain in effect for a term of one (1) year. This Agreement will renew automatically at the end of the initial term set forth therein ("Initial Term"). Following the Initial Term, and subject to continued payment of fees by Customer as specified in the Order, the Subscription Agreement shall renew automatically on the same terms and conditions for equivalent, successive one (1) year renewal terms Renewal Terms, unless either party provides the other a written notice is delivered of its intention not to the other Party renew at least sixty (60) 90 days prior to the end of the initial then applicable term or (the applicable renewal termInitial Term and each Renewal Terms shall collectively be referred to as the "Term"). B. Either Party 20.2. Notwithstanding the foregoing, (A) Playermaker may terminate this the Subscription Agreement with or without cause on thirty (30including these Terms) days’ upon 60 days prior written notice to you; and/or (B) either party may immediately terminate the Subscription Agreement (including these Terms), by written notice to the other Partyparty: (i) if the other party has breached the Subscription Agreement (or any part thereof) and failed to cure such breach within 30 days from receipt of written notice thereof; or (ii) if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in clause (ii) shall immediately notify the other party in writing. C. 20.3. Upon termination or expiration of this the Subscription Agreement, Publisher you shall, and shall cause your Permitted Users, to cease all access to and use of the Services. 20.4. Upon termination of the Subscription Agreement for any reason, you will cease to have no obligation access to pay any Reports or other content and data stored in or offered via the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving Services, whether provided by you or generated as Archived Contenta result of the Services ("Materials"). Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have Playermaker reserves the right to continue to preserve permanently delete any Archived Content received from Publisher and to release such Archived Content upon Materials or other content that may be contained in your Customer Account or in any of the occurrence User Accounts of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyyour Permitted Users, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Contentat any time following termination, and terminate this Agreement or, if such breach occurs you agree to waive any legal or equitable rights or remedies you may have against Playermaker with respect to surviving obligations such Materials or other content that have been deleted. 20.5. This Section 20.5 and Sections 7 ("Restrictions and Usage Rules"), 11 ("Proprietary Rights"), 13 ("Confidentiality"), 14 ("Privacy"), 16 ("Warranty"), 17 ("Limitation of CLOCKSS after Liability"), 18 ("Indemnification"), and 21 ("Assignment") to 24 ("General") shall survive termination of the Subscription Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 2 contracts

Sources: Club Service Terms and Conditions, Club Service Terms and Conditions

Term and Termination. A. This Agreement (a) The Term shall be effective as of begin on the Effective Date and will continue for a term Term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms or unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termterminated sooner as provided herein. B. Either Party (b) Nissan may terminate this Agreement with or without cause on for its convenience upon thirty (30) days’ notice to Company. (c) In addition to other termination rights expressly set forth in this Agreement, either party may terminate this Agreement effective upon written notice to the other Party. C. Upon termination if the other party violates any covenant, agreement, representation, or expiration warranty contained herein in any material respect or defaults or fails to perform any of this Agreementits obligations or agreements hereunder in any material respect, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementwhich violation, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security default or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) days following issuance after notice thereof from the non-defaulting party stating its intention to terminate this Agreement by reason thereof. Material breach by Company includes: (i) breach of any restrictions or otherwise infringing Nissan’s proprietary rights by Company or third parties; (ii) violation of the license grants; (iii) nonpayment of fees; (iv) attempts to assign this Agreement; or (vii) breach of confidentiality obligations. (d) If underpayment or nonpayment of the Fees occurs more than two (2) times, then Nissan will have the right to terminate this Agreement immediately for cause and Company shall have no right to cure. (e) Either may terminate this Agreement by delivering written notice to the breaching other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under Section 14.F.any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated or dissolved. D. Sections 3-6(f) Nissan may terminate this Agreement to the extent any continued performance by the Company is deemed to be unlawful, 8as determined in Nissan’s sole reasonable discretion. (g) Any provision in this Agreement that, 9 and 10-14 in order to give proper effect to its intent, would or should survive any expiration or termination of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentso survive.

Appears in 2 contracts

Sources: Data License Agreement, Data License Agreement

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a (a) The term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement shall commence on the part date first written above and, unless sooner terminated as provided herein, shall remain in effect until such time as all of CLOCKSSthe Properties have been disposed of by the Property Owners; provided, CLOCKSS however, that, this Agreement may be terminated by the TRT Advisor (i) for “cause” at any time by delivering to the Product Specialist a written notice of termination stating in reasonable detail the grounds for termination, (ii) as to a specific Property if such Property is sold (whereupon Exhibit A attached hereto shall have the right be revised to continue to preserve any Archived Content received from Publisher reflect such sale), and to release such Archived Content (iii) upon the occurrence removal of the Product Specialist as Managing Partner of the Joint Venture as a result of a Trigger “Change of Control Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach defined in security or corruption or the stored filesJoint Venture Partnership Agreement), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. . (b) For the purposes of this Agreement, the term “cause” shall mean (1) the breach by the Product Specialist of any material provision of this Agreement; (2) fraud by the Product Specialist with respect to any matter relating to this Agreement; (3) gross negligence by the Product Specialist in the performance of its duties under this Agreement; (4) willful misconduct by the Product Specialist in the performance of its duties under this Agreement; (5) the Product Specialist has filed a voluntary bankruptcy petition or becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy proceedings; (6) the Product Specialist (or any affiliate) is terminated as Property Manager under the Management and Leasing Agreement; (7) the Product Specialist (or any affiliate) is removed for “cause” as the Managing Partner of the Joint Venture under the Joint Venture Partnership Agreement; (8) the breach by DDR of any material provision of the Master Lease, which breach shall be deemed uncured if has not been cured within the applicable cure shall period provided in such agreement; (9) the breach by DDR or any of the other “Contributors” under the Contribution Agreement of any material provision of the Contribution Agreement, which breach has not have been made cured within thirty the applicable cure period provided in such agreement; or (3010) days following issuance the Product Specialist’s transfer of notice its interest in the Joint Venture to any Person that is not a Related Party to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 Product Specialist. If the Product Specialist’s breach of this Agreement shall survive termination or expiration of relates only to a specific Property, the TRT Advisor may terminate this Agreement. However, upon termination by Publisher due Agreement only as to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthat specific Property.

Appears in 1 contract

Sources: Partnership Agreement (Dividend Capital Total Realty Trust Inc.)

Term and Termination. A. 21.1 This Agreement shall commence on the date hereof and shall continue for the Initial Term, subject only to termination under Clauses 21.2 and 21.3. This Agreement shall be effective as automatically renewed for an additional three year period upon the expiry of the Effective Date for a term of one Initial Term, unless either Party shall serve 12 (1twelve) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ months written notice to the other Party, prior to the expiry of the Initial Term, of its decision not to effect renewal upon the expiry of the Initial Term. C. Upon termination 21.2 This Agreement may be terminated at any time by RANBAXY by service of 30 days notice in writing on KSB in the event that; 21.2.1 RANBAXY reasonably considers that a Marketing Authorisation for the Product cannot be obtained in the Territory or, at any time after the Marketing Authorisation is granted, it is withdrawn or expiration revoked by the Regulatory Authority; 21.2.2 By reason of any Serious Adverse Reaction KSB ceases manufacture and marketing of the Product in any country outside the Territory; 21.2.3 at any time during the period of twelve months after the date hereof, RANBAXY reasonably considers that any third party Intellectual Property rights in the Territory will prevent its exploitation of the rights granted in respect of the Product under this Agreement; 21.2.4 any dispute or litigation with regard to the KSB IP is initiated in the Territory which results in the prevention of storage, Publisher will have promotion, sale or distribution of the Product by RANBAXY; or 21.2.5 notwithstanding the performance by RANBAXY of its obligations hereunder, no obligation to pay Marketing Authorisation is granted for the Annual Fee for subsequent terms and will Product within 24 months of the date of submission of the Dossier with the regulatory authorities. 21.3 This Agreement may be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided terminated by KSB if RANBAXY does not place firm orders with KSB within three (3) months after the grant of Marketing Authorisations. 21.4 This Agreement may be terminated forthwith at any time by either party (“the Terminating Party”) on written notice served on the other party (“the Defaulting Party”) if: 21.4.1 the Defaulting Party is in this Agreement, if there shall be no uncured material breach of this Agreement on any of its obligations hereunder and, in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence case of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way capable of example onlyremedy, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure it shall not have been made remedied by the Defaulting Party within thirty 30 (30thirty) days following issuance of written notice served by the Terminating Party specifying the breach and requiring its remedy; or 21.4.2 an encumbrancer takes possession or a receiver is appointed over the whole or any part of the assets of the Defaulting Party; or 21.4.3 the Defaulting Party makes any voluntary arrangement with its creditors, or has a petition for an administration order presented against it; or 21.4.4 the Defaulting Party goes into liquidation (otherwise than in furtherance of a scheme for amalgamation or reconstruction); or 21.4.5 anything analogous to any of sub-clauses 21.2.2, 21.2.3 and 21.2.4 under the law of any relevant jurisdiction occurs in relation to the breaching party Defaulting Party; or 21.4.6 the Defaulting Party ceases, or threatens to cease to carry on business; 21.4.7 without prejudice to the rights of RANBAXY under Section 14.F.Clause 21.2.4 if the Defaulting Party by reason of Force Majeure circumstances is prevented from the performance of its obligations hereunder for a period exceeding six months. D. Sections 3-6, 8, 9 and 10-14 21.4.8 KSB is unable to supply 80% of the ordered quantity of the Product for a continued period of 180 days; 21.5 Termination of this Agreement for any reason shall survive termination be without prejudice to any other right or expiration remedy of this Agreement. However, upon termination by Publisher due either party accrued prior to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Appears in 1 contract

Sources: Licensing and Supply Agreement (Xenova Group PLC)

Term and Termination. A. 10.1 This Agreement shall be effective as of come into force on the Effective Date and shall continue in effect for a term period of one two (12) yearyears, unless terminated earlier by either party in accordance with the provisions hereof. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year renewal terms unless one party provides written notice is delivered to the other Party at least notification sixty (60) days prior to the end of the initial term or the applicable renewal term. B. 10.2 This Agreement shall automatically terminate upon the happening of one of the following events, whichever shall occur first: 10.2.1 The insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for the benefit of creditors of either party. 10.2.2 Mutual agreement of the parties to terminate the Agreement. 10.3 In the event that a Customer terminates the agreement between HP and that Customer, HP shall have the right to immediately terminate any Statement of Work and subcontract affected by such Customer's termination. Upon such termination by HP, HP will make any payments then owed i-Cube by HP with respect to such Statement of Work and subcontract, unless Customer's termination is due to acts or omissions of i-Cube such as would constitute a breach of this Agreement or any applicable subcontract or Statement of Work, in which case HP shall have the right to offset against the amounts so owed to i-Cube the amount of any damages resulting from such material breach. 10.4 Either Party party may terminate this Agreement with or without cause on thirty (30) days’ for convenience upon 90 days written notice to the other Party. C. Upon party. Any such termination or expiration does not relieve either party of their respective obligations under any subcontract and Statement of Work in effect at the date of termination of this Agreement, Publisher will have no obligation to pay . 10.5 Either party may terminate this Agreement if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of any of its obligations under this Agreement on and fails to remedy the part breach for a period of CLOCKSS, CLOCKSS shall have 30 days after a written notice by the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon other party which specifies the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS breach. 10.6 Sections 4.1.7 (such as by way of example only, a material breach in security or corruption or the stored filesResponsibility for Costs), Publisher 6 (Intellectual Property), 7 (Confidentiality), 8 (Limitation of Liability) and 11 (Miscellaneous) shall have survive the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 1 contract

Sources: Application Transformation Program Agreement (International Integration Inc)

Term and Termination. A. 16.1 This Agreement shall be become effective as of the Effective Date for on and shall have a term of one (1) year. This Agreement will renew automatically at years from the end of the initial term for successive one (1) year renewal terms unless written notice is delivered Commencement Date subject to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termearlier termination as provided herein. B. Either Party 16.2 The Client may terminate this Agreement with or by serving at least 3 months written Notice to the Manufacturer. 16.3 If either party should default in the performance of any material obligation assumed under this Agreement (an "Event of Default"), then the non-defaulting party may give written notice to the defaulting party which notice shall specify the Event of Default. After receipt of such notice, the defaulting party shall have a period of 30 days in which to cure the Event of Default. If such Event of Default is not cured within such period, then the non-defaulting party may terminate this Agreement at any time upon written notice to the defaulting party. Any such termination shall be without cause on thirty (30) days’ prejudice to any other rights which the non-defaulting party may have as a result of any breach of this Agreement. 16.4 Either party shall be entitled forthwith to terminate this Agreement by written notice to the other Partyif: (a) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other party; (b) that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; (c) that other party goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligation imposed on that other party under this Agreement; or (d) that other party ceases, or threatens to cease, to carry on business. C. 16.5 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision. 16.6 The rights to terminate this Agreement given by this Condition shall not prejudice any other right or remedy of either part in respect of the breach concerned (if any) or any other breach. 16.7 Upon termination or expiration of this Agreement for whatever reason, the Manufacturer shall promptly deliver to the Client: (a) all Background Intellectual Property of the Client in accordance with Clause 10; (b) a copy of all Service Intellectual Property (including designs and drawings relating to the development of the Product under this Agreement) as the Client may request. 16.8 Upon the termination of this Agreement for any reason, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except subject as otherwise provided in this AgreementAgreement and to any rights or obligations which have accrued prior to termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS neither party shall have any further obligation to the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS other under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 1 contract

Sources: Manufacturing Agreement

Term and Termination. A. 13.1 This Agreement shall be effective for an initial term commencing as of the Effective Date date of this Agreement and continuing until the fifth (5) anniversary of the date above. This Agreement shall be extended automatically for a term additional terms of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless each, provided that either party gives written notice is delivered of its intent not to the other Party at least sixty renew, such notice to be given not later than ninety (6090) days prior to the end expiration date of the initial current first term or the applicable renewal termhereof. B. Either Party 13.2 This Agreement may terminate be terminated by notice in writing by either party if the other party shall default in the performance of any of its other obligations under this Agreement with or without cause on and such default shall continue for a period of not less than thirty (30) days’ days after written notice specifying such default shall have been given; provided, however, that if such default is not capable of being cured within such thirty (30) day period but the party in default initiates and diligently continues good faith efforts to cure such default, such thirty (30) day period shall be extended to ninety (90) days; or (c) by either party if the other Partyparty makes an arrangement with its creditors or goes into bankruptcy, receivership or liquidation, or if a receiver or a receiver and manager is appointed in respect of the whole or a major part of the property or business of the party in default; or (d) by either party if a major part of the assets or all of the assets of the other party are disposed of or acquired by any other person. C. Upon 13.3 Thirty (30) days after notice of termination has been given as herein provided, the right of Prosper Channel to place orders for Product with CYTOCORE shall cease. 13.4 Immediately upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Prosper Channel shall have the right and obligation to continue accept any Product in transit or subject to preserve any Archived Content received from Publisher and to release such Archived Content upon an accepted purchase order at the occurrence time of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way giving of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations written notice of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Appears in 1 contract

Sources: Distribution Agreement (CytoCore Inc)

Term and Termination. A. This 5.1 The Initial Term of this Agreement shall be effective as of will commence on the Effective Date and will continue for a term three year period, and shall automatically renew thereafter for a Renewal Term unless either Party provides not less than 60 Working Days’ prior written notice of one (1) year. This Agreement will its desire not to renew automatically in which event the Term shall expire at the end conclusion of the initial term for successive one Initial Term or Renewal Term, as the case may be. 5.2 Either Party (1"Initiating Party") year renewal terms unless written may terminate the Agreement at any time forthwith by notice is delivered to in writing if: (a) the other Party at least sixty (60the "Breaching Party") days prior is in material breach of any of its material obligations and (if the breach is capable of remedy) fails to remedy the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on breach within thirty (30) days’ Working Days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so; (b) the other Party suffers an Insolvency Event; or (c) the other Party commits any irremediable breach of the Agreement. 5.3 If any Force Majeure event relied upon by either Party shall have been continually relied upon for more than 60 successive days by such Party, and is continuing, the other Party shall be entitled to terminate this Agreement immediately upon written notice to the other Party. C. 5.4 Upon and after the termination or expiration of this AgreementAgreement for any or no reason: (a) the Client’s rights granted hereunder will immediately terminate and the Parties shall cease all activities hereunder; (b) the Client shall pay all amounts due upon such effective date of termination, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement(c) Concentra shall, if there shall be no uncured material breach of this Agreement on the part Client’s written request and at Concentra’s the applicable standard daily rates, provide reasonable assistance with the migration of CLOCKSSany Client Data to the Client’s IT systems; (d) Concentra shall, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence within 3 months’ of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreementdelete all Client Data from its IT systems, a material breach shall be deemed uncured if cure shall not have been made within thirty and (30e) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6Clauses 7, 8, 9 5, 9, 10, 11 and 10-14 of this Agreement 12 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Appears in 1 contract

Sources: Confidentiality Agreement

Term and Termination. A. 14.1 This Agreement shall be effective as of on the Effective Date and continue for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms so long as there is an SOW in effect under this Agreement, unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement is terminated in accordance with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration provisions of this Agreement, Publisher will have no obligation to pay . 14.2 This Agreement and/or any SOW may be terminated by either party for cause if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party commits a material breach of this Agreement on and/or the part of CLOCKSS, CLOCKSS shall have the right SOW and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of its receipt of written notice of the breach from the non- breaching party. 14.3 To the extent permitted by applicable laws, and upon prior written notice, either party may terminate this Agreement upon the insolvency of the other party. The "insolvency" of a party shall mean the filing of a petition commencing a voluntary case against such party under the United States Bankruptcy Code; a general assignment by such party for the benefit of creditors; the inability of such party to pay its debts as they become due; such party’s seeking or consenting to, or acquiescence in, the appointment of any trustee, receiver or liquidation of it, or any material party of its property; or the commencement against such party of an involuntary case under the United States Bankruptcy code; or proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution, or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days. 14.4 In the event of termination of this Agreement: (a) all SOWs shall terminate as of the same date; (b) RC Technology shall, at its then-current hourly rates, purge all Customer content from the Platform and provide Customer with an electronic copy of all of Customer content residing on the Platform, in a format agreed to by the parties; (c) each party shall return the other party’s Confidential Information and other materials; and (d) Customer shall pay RC Technology all amounts owed under this Agreement within thirty (30) days of the effective date of such termination. 14.5 Subject to the breaching party under Section 14.F. D. Sections 3-6terms of this Agreement, 8, 9 and 10-14 all provisions of this Agreement relating to payment, non-solicitation, ownership, limitations of liability, confidentiality and indemnification shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 1 contract

Sources: Services Agreement

Term and Termination. A. 11.1 This Agreement shall be effective commence as of the Effective Date and, unless terminated sooner as provided herein, shall continue for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termTerm. B. Either Party 11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.party if: C. Upon termination 11.2.1 the provision or expiration receipt of this Agreement, Publisher will have no obligation the Services becomes unlawful; 11.2.2 the other party fails to pay the Annual Fee for subsequent terms and will be any amount due under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have due date for payment and remains in default not less than fifteen (15) Business Days after being notified in writing to make such payment; 11.2.3 if the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, other party commits a material breach in security or corruption or of any term of this Agreement (which shall include a material breach of the stored filesAcceptable Sharing Policy), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, which breach is irremediable or (if such breach occurs with respect is remediable) fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being notified in writing to do so (such notification to include reference to this Clause 11.2.2); or 11.2.4 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business. 11.3 Sylvera may terminate this Agreement at any time in whole or in part by giving three (3) months’ written notice to the breaching party under Section 14.F. D. Sections 3-6Customer, 8, 9 and 10-14 provided that Sylvera shall refund to the Customer any amounts paid in advance as at the date of termination of this Agreement shall survive termination under this Clause 11.3. 11.4 Without prejudice to any other rights or expiration of remedies to which Sylvera may be entitled under this Agreement. However, upon termination by Publisher due if Sylvera knows or has reasonable grounds to suspect that the uncured Customer is acting in material breach of CLOCKSSits obligations under this Agreement, Sylvera may notify the Customer in writing accordingly and may immediately suspend the Customer’s and all rights Authorised Users’ access to the Services until such breach can be remedied or until Sylvera is satisfied, acting reasonably, that its suspicions are unfounded. If Sylvera suspends Customer’s access for 10 Business Days or longer and, upon investigation, determines that its suspicions were unfounded, Sylvera shall refund to Customer any amounts paid in respect of the period of suspension. 11.5 On termination of this Agreement for any reason: (i) all licences granted under this Agreement shall immediately terminate; each party shall return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to CLOCKSS the other party; and (ii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected or prejudiced.

Appears in 1 contract

Sources: Subscription Agreement

Term and Termination. A. 7.1 This Agreement shall be commences on the effective as date of the Effective Date first Order Form signed by the parties and, unless earlier terminated in accordance with the terms of this Agreement, will continue in effect for a as long as there is an Order Form in effect (the “Term”). The initial term of one each Order Form is set forth in such Order Form (1) yearan “Order Form Initial Term”). This Agreement Unless otherwise expressly provided in an Order Form, following the Order Form Initial Term, such Order Form will renew automatically at for additional twelve (12) month terms (each, an “Order Form Renewal Term”), unless either party provides the end of the initial term for successive one (1) year renewal terms unless other party written notice is delivered to the other Party at least sixty thirty (6030) days prior to the end of the initial then- current Order Form term or of its intent not to renew the Order Form. Any pricing changes will take effect on Customer’s next applicable renewal Order Form Renewal Term, provided that Company shall provide Customer with reasonable notice of any Fee increase prior to the expiration of the then current Order Form term... B. Either Party 7.2 Customer may terminate this Agreement with or without cause on during any Trial Period for any reason by giving thirty (30) days’ prior written notice to Company. Either party may terminate this Agreement upon written notice to the other Party. C. party if the other party materially breaches this Agreement (or an Order Form) and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may immediately terminate this Agreement by giving written notice to the other party upon or following (a) the institution by or against the other party of insolvency, receivership or bankruptcy proceedings; (b) the other party’s making an assignment for the benefit of creditors; or (c) the other party’s dissolution, winding up, or ceasing to do business. Upon any termination of this Agreement, (i) all rights and subscriptions granted to Customer, including all Order Forms, will immediately terminate and Customer will cease using the Services; and (ii) Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, and thereafter Company may delete Customer Data in its possession or control. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties which have accrued up to the date of such termination or expiration. Upon termination or expiration of this Agreement, Publisher will have no obligation Sections 2, 3, 4 and 6-12 shall survive and continue in full force and effect in accordance with their terms. 7.3 In addition to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided any of its other rights or remedies in this Agreement, Company may, in its reasonable discretion, deactivate Customer’s (or a User’s) credentials and/or suspend provision of the Services, upon prior written notice to Customer as the circumstances permit (i) if there shall be no uncured material Company deems such suspension necessary as a result of Customer’s breach of this Agreement on Section 2; (ii) if Company reasonably determines suspension is necessary to avoid material harm to Company (including the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under systems used to provide the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Services) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.its other customers; or

Appears in 1 contract

Sources: Master Subscription Agreement

Term and Termination. A. 3.1. This Agreement shall be effective as of upon the Effective Date and shall continue for a term period of one twelve months thereafter (1) yearthe "Initial Period"). This Each twelve month period commencing on the Effective Date and/or on any anniversary thereof shall be referred to as an "Annual Period". The Agreement will thereafter, shall automatically renew automatically at the end of the initial term for successive one Annual Periods (1each an “Additional Period” and together with the Initial Period, the "Term"), unless either party provides the other party with thirty (30) year renewal terms unless days' written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the each applicable renewal termAdditional Period of its intent not to renew this Agreement. B. Either Party may terminate 3.2. Notwithstanding the foregoing, this Agreement with or without cause may be terminated by either party on thirty (30) days’ written notice to if the other Party.party: C. Upon termination or expiration (i) materially breaches the terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect (to surviving obligations the extent it is capable of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall cure) is not have been made cured or remedied within thirty (30) days following issuance after written notice of notice the breach is given to the breaching party party; and/or (ii) shall become insolvent, cease doing business as a going concern, make an assignment for the benefit of its creditors, or admit in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy, under Section 14.F.insolvency laws, or for receivership or dissolution, provided such proceedings are not dismissed within thirty (30) days of their commencement. D. Sections 3-6, 8, 9 and 10-14 3.3. Any termination and/or expiration of this Agreement shall also terminate the rights of use granted hereunder and User shall cease all use, marketing and/or distribution of the D-ID Product. User (and its customers) may continue to use all images and/or videos created via the D-ID Product (collectively, "Animation(s)") prior to the effective termination of this Agreement and which have already been downloaded by User and/or its customers, indefinitely. Sections 4, 6, 7, 8, 10, 11, 13 and 14 (inclusive) herein shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 1 contract

Sources: End User Agreement

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a 13.1 The term of one this agreement will be for three years from the date hereof. Thereafter, this agreement will automatically renew for additional three year periods unless (1a) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written terminated by either party by notice is delivered to the other Party at least sixty (60) 60 days prior to the end renewal date, or (b) replaced by a new agreement governing access to CUiNet and the network services. 13.2 During the first 60 days of the initial term or the applicable renewal term. B. Either Party , Client may terminate this Agreement agreement upon notice to Cavion, if (a) Client is dissatisfied in any material respect with the performance of CuiNet or without cause on thirty the network services, and gives notice to Cavion specifying the nature and circumstances of the dissatisfying performance with as much detail as practical, and (30b) days’ written Cavion (with Client's cooperation) has not resolved the issue to Client's satisfaction within 60 days after the notice of dissatisfaction. 13.3 Either party may terminate this agreement upon notice to the other: (a) if the other Partyparty materially breaches any of its obligations under this agreement and such breach is not cured within 60 days after notice thereof; or (b) if insolvency proceedings pursuant to any federal or state law are filed by the other party, or are filed against the other party and not dismissed within 60 days; if substantially all of the assets of the other party are transferred to an assignee for the benefit of creditors, a receiver or a trustee in bankruptcy; if the other party is adjudged bankrupt; or if the other party ceases to carry on business. C. Upon termination or expiration 13.4 Termination of this Agreementagreement will not be exclusive of any other remedy available under this agreement or applicable law. Upon termination, Publisher each party will have no obligation promptly make any payments owed to pay the Annual Fee for subsequent terms other party. Cavion will reasonably cooperate with Client in the transfer of Client's domain hosting, if any. Monthly network services fees will not be prorated. Access to the network and network services will be under no obligation discontinued upon termination. Within 30 days after termination, each party will return (or will provide reasonable access to continue its facilities for the other party to make Content available for archiving as Archived Content. Except as otherwise provided retrieve) any equipment in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice possession that belongs to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother party.

Appears in 1 contract

Sources: Secure Network Services Agreement (Cavion Technologies Inc)

Term and Termination. A. This Unless stated otherwise in the Service Descriptions, the initial term of this Agreement shall be effective as of the Effective Date for a term of one (1) year. This The initial term of this Agreement will shall commence on the Operational Date and upon expiration shall automatically renew automatically for successive ninety (90) day terms at the end Charges in effect at the commencement of the initial term for successive one such terms (1) year renewal terms unless written notice is delivered which Charges shall have been communicated to the other Party at least sixty Customer in writing forty-five (6045) days prior to the end of the preceding term) or until written notice of non- renewal by either party is delivered to the other party at least thirty (30) days prior to the end of the then current term. Company may, at its option, terminate this Agreement, upon (i) a Payment Default, or (ii) Customer ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within 90 calendar days or making an assignment for the benefit of its creditors. Payment default shall be defined as (i) failure to submit current invoice amounts upon notice by The Planet via e-mail, postal mail, or telephone and (ii) proof of receipt of payment is not received by The Planet via wire transfer, postal services, or personal presentation of accrued amounts owed. Customer retains the right to cure the amount in default within (fifteen) 15 days of receipt of actual notice, not to exceed 30 days after initial term or the applicable renewal term. B. Either Party due date. Any such termination thereafter may be effected without prior notice to Customer. Customer may terminate this Agreement with or without cause on thirty respect to all, and not less than all, of the Services and Products in the event of (30a) days’ a material breach by Company of its obligations under this Agreement which breach is not cured within ten (10) business days after written notice thereof is received by Company, or (b) otherwise in the first fifteen (15) days of the initial term hereof (collectively, a "Permissible Termination"). In the event of a Permissible Termination, Customer shall pay (i) installation Charges, (ii) a pro-rated Charge based on the number of days Company provided Services and Products prior to the date of termination of this Agreement by Customer under this section, and (iii) if the Services and Products include software for which Company does not then provide general customer support, Customer shall pay to Company an amount equal to Company's cost of such software for the entire term. If Customer terminates this Agreement other Party. C. than in a Permissible Termination, Customer shall pay to Company an amount equal to all unpaid Charges for the remainder of the then current term of this Agreement. Upon termination or expiration of this Agreement, Publisher will Company and Customer shall have no obligation obligations to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving each other except as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after Upon termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach Customer shall be deemed uncured if cure shall (i) pay all amounts due and owing to Company, (ii) remove from Company's premises all property owned by Customer and (iii) return to Company all software, access keys and any other property provided to Customer by Company under this Agreement. Any property of Customer not have been made removed from Company's premises within thirty (30) days following issuance after such termination shall become the property of notice Company, which may, among other things, dispose of such property without the payment of any compensation to Customer. The rights and obligations of both parties, which by their nature would continue beyond the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 termination of this Agreement (including, without limitation, those relating to confidentiality, payment of Charges, limitations of liability and indemnification), shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Appears in 1 contract

Sources: Terms and Conditions of Service (Karma Media Inc)

Term and Termination. A. 18.1 This Agreement shall be effective as commence on the Commencement Date and each Statement of Work shall commence on the Effective Services Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement and each Statement of Work shall continue to automatically renew for a term of one Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (190) year. This Agreement will renew automatically at days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Initial Term or the applicable renewal termrelevant Subsequent Term, to terminate this Agreement. B. Either 18.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other PartyParty if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 11, Clause 17 or Clause 23; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. C. Upon 18.3 If for any reason a contract between a third party and the Supplier relating to the Supplier’s right to provide the Third Party Services which is the subject of the Agreement is terminated, then the Agreement shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement shall operate only in so far as it relates to such Third Party Services. 18.4 The Supplier may terminate the Subscription Services immediately on giving written notice to the Customer if the Customer (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause Error! Reference source not found. or expiration (ii) repeatedly or o bviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. 18.5 Termination of this Agreement, Publisher will have no obligation to pay for any reason, shall not affect the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementaccrued rights, if there shall be no uncured material breach remedies, obligations or liabilities of the Parties existing at termination. 18.6 On termination of this Agreement on for any reason: (a) the part of CLOCKSS, CLOCKSS Supplier shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination immediately cease provision of the Agreement, terminate Services; (b) the Customer shall pay any post-and all invoices and sums due and payable up to and including the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty including (301) days following issuance of notice all remaining amounts owing up to the breaching party end of the Term (as applicable); (2) any Licence Fees as set out under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Clause 14; and

Appears in 1 contract

Sources: Master Services Agreement

Term and Termination. A. 13.1 This Agreement shall be effective as commence on the date of this Agreement and shall continue, unless terminated earlier in accordance with this Agreement, for the Minimum Period and thereafter until terminated by either party on providing the other party not less than 90 days written notice such notice to expire on or at any time after expiry of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termMinimum Period. B. Either Party 13.2 The Company may terminate this Agreement with by written notice if: (a) Pursuant to the Act or without cause other applicable statute or regulation, it is prohibited or restricted in its entitlement to run an electronic communications network or provide electronic communications services; or (b) The Customer has committed any fraud against The Company or any third party. 13.3 The Customer may terminate this Agreement during the Minimum Period on thirty (30) days’ providing The Company 90 days written notice and subject to the payment of any applicable Cancellation Charges. 13.4 Either party may terminate this Agreement by giving written notice to the other Party. C. Upon termination or expiration party if the other party commits a material breach of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if where such breach occurs with respect is capable of remedy, shall fail to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy such breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice from the non-defaulting party. 13.5 The Company may terminate this Agreement immediately by giving written notice to the breaching party under Section 14.F.Customer if:- D. Sections 3-6(a) The Customer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (b) Otherwise than for the purpose of a bona fide amalgamation, 8reorganisation or reconstruction:- i) The Customer convenes a meeting of its creditors; or ii) A proposal is made for a voluntary arrangement of the Customer within Part I of the Insolvency Act 1986; or iii) A proposal is made by the Customer for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors; or iv) a trustee, 9 and 10-14 receiver, administrative receiver, or similar officer is appointed in respect of all or any part of the business or assets of the Customer; or v) a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order; or (c) Any event analogous to those set out in clauses 13.5(a) or (b) occurs. 13.6 Any termination of this Agreement shall survive is without prejudice to any other rights or remedies any party may be entitled to under this Agreement or at law. It does not affect any accrued rights or liabilities of any party nor any provision which is expressly or by implication intended to come into force on, or continue in force after, termination. 13.7 The Customer agrees that upon any termination or expiration of this Agreement. However: (a) The Company may enter into the Sites to remove the Leased Equipment and clauses 4.2 and 4.3 shall apply; and (b) The Customer shall pay to The Company all Charges due and payable at the date of such termination. 13.8 Upon termination of this Agreement other than by reason of The Company default: (a) The Customer shall immediately pay to The Company the Cancellation Charges (if any); and (b) Any Charges paid in advance to The Company shall not be refunded and The Company shall be entitled to keep all such Charges. 13.9 Upon termination of this Agreement by reason of The Company default, upon termination any Charges paid in advance to The Company by Publisher due the Customer will be refunded to the uncured material breach Customer on a pro-rated basis. 13.10 This clause 13 shall survive any termination of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof this Agreement or any part of destruction of all Archived Contentit.

Appears in 1 contract

Sources: Telecommunications

Term and Termination. A. 16.1 This Agreement shall commence on the date first above written and shall continue in full force during the entire existence of the Company, or until terminated in any of the following ways: 16.1.1 This Agreement may be terminated at any time upon the mutual written agreement of the Parties. 16.1.2 This Agreement shall be effective as terminated upon the liquidation or dissolution of the Effective Date for a term of one (1) year. Company. 16.1.3 This Agreement will renew automatically shall be terminated at such time as the end of the initial term Company ceases to do business. 16.1.4 This Agreement shall be terminated if a Party (i) applies for successive one (1) year renewal terms unless written notice is delivered or consents to the other Party at least sixty appointment of a receiver, trustee or liquidator for all or a substantial part of its properties or assets, (60ii) days prior makes a general assignment for the benefit of its creditors, (iii) is adjudicated a bankrupt or insolvent, or (iv) files a voluntary petition in bankruptcy, or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the end material allegations of the initial term or the applicable renewal terma petition filed against it in any proceeding under any such law. B. Either 16.1.5 This Agreement shall terminate immediately at such time as ITXC no longer has an ownership interest in the Company. 16.1.6 If any Party materially breaches its obligations under this Agreement, any non-breaching Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice to the breaching party under Section 14.F.Party and such termination shall be effective on the thirty-first (31st) day after receipt of an express written notice of breach if (a) the breaching Party does not correct such material breach within such thirty (30) day cure period, or (b) in the case of a material breach that is correctable but is not reasonably capable of being corrected within such thirty (30) day cure period, the breaching Party does not take reasonably practicable steps to correct such breach and to prevent a recurrence. D. Sections 3-6, 8, 9 and 10-14 16.2 The expiration or termination of this Agreement for any reason whatsoever shall survive termination or expiration not affect any liability of this Agreement. However, upon termination by Publisher due any Party already accrued prior to the uncured material breach effective date of CLOCKSSsuch expiration or termination, all rights granted nor shall such expiration or termination affect the survival of any right, duty or obligation expressly stated elsewhere in this Agreement to CLOCKSS shall terminatesurvive such expiration or termination, and CLOCKSS shall provide including, without limitation, obligations to Publisher proof of destruction of all Archived ContentCompany's customers.

Appears in 1 contract

Sources: Joint Venture Agreement (Itxc Corp)

Term and Termination. A. 13.1 This Agreement agreement shall be effective as of commence on the Effective Date and continue for a term the Initial Licence Term unless otherwise terminated as provided in this clause 12. Following the expiry of one the Initial Licence Term, the agreement will automatically renew for successive periods of 12 months (1Renewal Term) year. This Agreement will renew automatically unless either party notifies the other party of termination, in writing, at least 6 months before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Licence Term or any Renewal Term, in which case this agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Licence Term or Renewal Term as appropriate. The Initial Licence Term together with any subsequent Renewal Terms shall constitute the applicable renewal termLicence Term. B. Either Party 13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Partyparty if: 13.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; 13.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or 13.2.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. C. Upon termination or expiration 13.3 Any breach by the Customer of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there clauses 2 and/or 7 shall be no uncured deemed a material breach of this Agreement which is not remediable. 13.4 The Supplier and the Customer will develop an exit strategy to facilitate the transfer of the service and data on termination of this agreement. On termination of this agreement for any reason: 13.4.1 all licences granted under this agreement shall immediately terminate; 13.4.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the part other party; 13.4.3 the Customer will take steps to retrieve any Customer Data, and the Supplier will provide reasonable assistance, at the Customer's expense, to facilitate the transfer of CLOCKSSany Customer Data in an agreed format and secure transfer method in accordance with the agreed exit strategy. The Supplier will retain the Customer Data for up to 6 weeks following termination, CLOCKSS shall and thereafter will make arrangements for its secure disposal upon the instruction of the Customer. 13.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Appears in 1 contract

Sources: Broadcare Solution Licence Agreement

Term and Termination. A. This a. Unless it is terminated earlier pursuant to other sections of this Agreement, this Agreement shall be effective in effect as of the Effective Date effective date first written above and for a term of one period of: i) five (15) year. This Agreement will renew automatically at years thereafter; ii) the end expiration of the initial term for successive one last Service Term under any executed Service Order subject to this Agreement; or, iii) if service is being supplied after the Minimum Service Period, such Agreement shall continue on a month to month basis, whichever date is latest (1“Agreement Term”). b. At any time after the effective date of this Agreement but prior to the commencement of the Service Term, the Customer may terminate service with thirty (30) year renewal terms unless days prior written notice is delivered to ACT, but will be liable for (a) 100% of the other Party at least sixty cost of materials and construction; and (60b) days early termination charges which for purposes of this subsection will be equal to 100% of the base monthly charges for the services defined in the Service Order, which are being terminated, multiplied by twelve (12) months. c. On or after the commencement of term, the Customer may terminate service prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement Service Term commitment with or without cause on a thirty (30) days’ days prior written notice to ACT, but will be liable for (a) 100% of the cost of materials and construction; and (b) early termination charges which for purposes of this subsection will be 100% of the base monthly charges for the services defined in the Service Order, which are being terminated, multiplied by the number of months remaining in the Service Term. This early termination charge will not apply if: (i) the Customer terminates service due to ACT being in default; or (ii) ACT terminates service due to any reason other Partythan the Customer being in default. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and d. ACT may suspend service and/or terminate this Agreement or, if the Customer breaches this Agreement and fails to cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice from ACT provided, however, that ACT may immediately suspend data service and/or terminate the data services provided without notice: (i) In order to prevent damage to or degradation of its data /Internet network integrity which may be caused by the Customer or anyone using the Customer's access; (ii) To comply with any law, regulation, court order, or other governmental request or order which requires immediate action; (iii) For a violation of ACT’s Internet Acceptable Use Policy ("AUP”) as posted at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ and may be modified by ACT without notice from time to time; or (iv) For other behavior that in ACT‘s sole discretion may be deemed to be illegal or otherwise to protect ACT from legal liability. Should ACT terminate the breaching party Agreement due to Customer breach of the Agreement and failure to cure, Customer will be deemed to have terminated the agreement and the construction and material charges and early termination fees set forth in Section 2(c) shall be applicable. e. The Customer may, at any time, during the specified “Term” of the Service Order, upgrade to a higher grade of service with an equal or longer term at no penalty. There will be no refund of monthly charges or any portion thereof that will have been paid to date under Section 14.F. D. Sections 3-6, 8, 9 the previous Term Agreement. Such upgrade will be set forth in a written revised Service Order which will be appended to and 10-14 of this Agreement shall survive termination or expiration become a part of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Appears in 1 contract

Sources: Master Service Agreement

Term and Termination. A. 16.1 This Agreement shall be remain effective as of from the Effective Date for of this Agreement until termination as provided under this Section 16. 16.2 Each Statement of Work shall remain in effect until the earlier of: (a) termination of such Statement of Work by a term party upon the occurrence of an Event of Default; or (b) termination of such Statement of Work upon mutual agreement of the parties. 16.3 Unless otherwise agreed to in a Statement of Work, COMPANY may, without cause, terminate any Statement of Work written notice of three (3) months to Xansa. In the event of termination of the SOW, the COMPANY shall pay Xansa, any disengagement costs as specified in the SOW. 16.4 The following events shall constitute events of default and the occurrence of any one (1) year. This Agreement will renew automatically at the end or more of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end such events of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there default shall be no uncured material breach constitute a Material Breach of this Agreement on and/or the part applicable Statement of CLOCKSSWork that shall afford a party, CLOCKSS shall have as applicable, the right rights and remedies set forth in this Section 16.4. 16.4.1 In the case of a T&M Project, Xansa's failure to continue to preserve achieve any Archived Content received from Publisher and to release Milestone within the time frame set forth in the applicable Statement of Work, provided that such Archived Content upon failure is not due to: (i) the occurrence of a Trigger Force Majeure Event. If there shall be ; (ii) a delay by COMPANY solely for its own convenience; or (iii) COMPANY's or third-party's failure, for any reason other than an uncured Xansa- caused delay, to perform or provide, as applicable, any Deliverable, provided that such failure previously was identified by Xansa in a Project Status Report as described in Section 4.1; 16.4.2 In the case of Xansa, if any Deliverable, Xansa's failure to achieve Acceptance as provided in Section 5.6; 16.4.3 In the case of either party's breach of any material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate obligation under this Agreement orand/or any Statement of Work, if provided that such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) calendar days, following receipt of written notice of such breach; 16.4.4 In the case of Xansa, (i) the institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against Xansa under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States (or any state thereof) or India; (ii) the failure of such insolvency proceedings to be dismissed or discharged within six (6) calendar months after they are instituted; (iii) the insolvency or making of an assignment for the benefit of creditors or the admittance by Xansa of any involuntary debts as they mature; (iv) the institution of any reorganization arrangement or other readjustment of debt plan of Xansa not involving the United States Bankruptcy Code; or (v) any corporate action taken by the Board of Directors of Xansa in furtherance of any of the above actions; or 16.4.5 In the case of Xansa, Xansa makes an assignment of all or substantially all of its assets for the benefit of creditors, or Xansa's Board of Directors takes any corporate action by in furtherance of the above action. 16.4.6 In the case of the COMPANY, the COMPANY fails to make the payment of Invoices within the stipulated time and it remains uncured for a period of ninety- (90) calendar days following issuance after COMPANY's receipt of written notice of its failure to make timely payment. 16.5 Upon the occurrence of an uncured Material Breach by COMPANY, Xansa shall be entitled to: (a) subject to COMPANY's rights as set forth below, fully or partially terminate this Agreement and/or the affected Statement of Work; and/or (b) subject to Section 14, recover damages from COMPANY; and/or (c) any other additional remedies that may be set forth in a Statement of Work. 16.6 Upon the occurrence of an uncured Material Breach by or with respect to Xansa, COMPANY shall be entitled to: (a) fully or partially terminate this Agreement and/or the affected Statement of Work; and/or (b) subject to the breaching party under terms of Section 14.F.14, recover damages from Xansa, except for termination arising out of Sections 16.4.4 and 16.4.5 and/or (c) receive Transition Services in accordance with Section 16.7; and/or (d) any other additional remedies that may be set forth in a Statement of Work. D. Sections 3-6, 8, 9 and 10-14 16.7 Upon a complete or partial termination of this Agreement and/or one (1) or more Statement of Work(s) for any reason, COMPANY shall survive have the right, for up to twelve (12) months (the "Transition Period"), to all or any combination of the following, at COMPANY's option: (a) receive from Xansa all Services reasonably necessary to effectuate an orderly transition to a new service provider or to transition the services in accordance with the SOW, and/or (b) receive any and all information reasonably necessary for COMPANY and/or its third party designees to perform the Services, including, all available data files, file and data definitions and relationships, data definition specifications, data models, program architecture, tools, design concepts, product designs, program structure, sequence and organization, screen displays, design specifications, functional specifications, internal use listing or manuals relating to error corrections, fixes and workarounds, and file and program cross-reference information relating to the Services and any other aspects of the Deliverable, as requested by COMPANY. All Services provided by Xansa during the Transition Period shall be provided in accordance with and at the Service Rates set forth in the applicable Statement of Work. 16.8 In the event of termination by Xansa hereunder, Xansa shall reimburse COMPANY for all transition, migration and ongoing program management effort for work specified in the Statement of Work(s) and shall transfer any or expiration all Xansa resources as requested by the COMPANY until the terminated effort is at steady state in a new location. 16.9 In the event of termination by COMPANY of this Agreement. HoweverAgreement or any Statement of Work, upon termination by Publisher due COMPANY shall pay Xansa all fees earned as specified in the Statement of Work and reasonable expenses incurred prior and up to the uncured material breach effective date of CLOCKSSthe termination. Except as provided in this Section 16.9, all rights granted to CLOCKSS COMPANY shall terminate, and CLOCKSS shall provide to Publisher proof not be liable for any costs or damages arising as a result of destruction its termination of all Archived Contentthe Agreement under this Section 16.

Appears in 1 contract

Sources: Master Offshore Agreement (Lawson Software Inc)

Term and Termination. A. 13.1 This Agreement shall be effective as commence on the Commencement Date and shall continue (unless Terminated earlier in accordance with these terms) for the duration of the Effective Date Subscription. 13.2 Upon expiry of the Initial Term (or any Renewal Term), the Term shall automatically continue for a term of one (1) year. This Agreement will renew automatically at further Renewal Term unless the end of Client cancels the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termSubscription. B. 13.3 Either Party party may terminate Terminate this Agreement with or without cause on thirty (30) days’ immediately by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party: (i) commits any material breach of this Agreement on and (if the part breach can be remedied) it fails to remedy the breach within 30 days of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS notice; or (such as by way of example only, ii) commits a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate of this Agreement orwhich is not capable of being remedied. 13.4 Without limitation, if such any failure by the Customer to pay the Fees when required will be a material breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement. 13.5 Either party may Terminate this Agreement immediately if the other party ceases carrying on business in the normal course, or calls a material breach meeting of its creditors or makes a proposal for a voluntary arrangement within the meaning of Part 1 of the Insolvency ▇▇▇ ▇▇▇▇ or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or is unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or if a trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for the purpose of considering a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or it is the subject of an administration order, or is subject to any equivalent process or proceedings in any jurisdiction anywhere in the world. 13.6 Except where FMP has Terminated this Agreement under clauses 13.2 to 13.4, FMP shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance provide the Customer, in a FMP standard format, such assistance as the Customer may reasonably require to facilitate the orderly transfer of notice services and/ or software similar to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination Services and/ or expiration of this Agreement. However, upon termination by Publisher due Software Services to the uncured material breach Customer or to another supplier. 13.7 On Termination, FMP will either (a) if so requested by the Customer, return in FMP standard format (i) the Customer Data in its possession in respect of CLOCKSS, all rights granted the period of 3 years before Termination at no charge; and (ii) the Customer Data in its possession over 3 years’ subject in both cases to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction payment of all Archived ContentFees current at the date of the request; or (b) if not so requested by the Customer, destroy any Customer Data in its possession. 13.8 On Termination, the Customer will (i) immediately cease using the Software. 13.9 If the Customer requires any services and/ or software from FMP after the date of Termination, FMP may at its discretion agree to provide such services and/ or software on a time and materials basis.

Appears in 1 contract

Sources: Software Agreement

Term and Termination. A. 14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be effective as automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: 14.1.1 either party notifies the Effective Date for a term other party of one termination, in writing, at least three (13) year. This Agreement will renew automatically at full calendar months before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Period; or 14.1.2 otherwise terminated in accordance with the applicable renewal termprovisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. B. Either Party 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with if (a) the other party commits a material breach of any of the terms of this Agreement or without cause on thirty any Order Form or Statement of Work and (30if such a breach is remediable) days’ written notice fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) if the other party becomes the subject of a petition of bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 14.3 On termination of this Agreement for any reason: 14.3.1 all licences granted under this Agreement shall immediately terminate; 14.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other Party.party; C. Upon termination 14.3.3 the Supplier may destroy or expiration otherwise dispose of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the AgreementCustomer Data in its possession unless the Supplier receives, terminate any post-no later than ten days after the effective date of the termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall be deemed uncured if cure use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and 14.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F.be affected or prejudiced. D. Sections 3-6, 8, 9 and 10-14 14.4 Upon termination of this Agreement by the Supplier for breach by the Customer, Customer shall survive pay any unpaid Charges covering the remainder of the Subscription Term after the effective date of termination or expiration of and any prepaid Charges shall not be refunded. 14.5 Notwithstanding any term in this Agreement. However, upon termination by Publisher due Agreement to the uncured material breach contrary, the Supplier reserves the right to suspend the Hosting Services, or portion thereof based upon (i) reasonable belief that the use of CLOCKSSthe Hosting Services is in violation of any applicable laws, all rights granted (ii) Customer’s failure to CLOCKSS pay amounts when due, or (iii) an imminent compromise to the security or integrity of the network. As practicable depending on the circumstances, the Supplier will provide notice of the suspension and keep Customer reasonably informed of the Supplier’s efforts to restore the Hosting Services. Charges shall terminate, apply during periods of suspension and CLOCKSS shall provide to Publisher proof as incurred for unauthorised use of destruction of all Archived Contentthe Hosting Services.

Appears in 1 contract

Sources: Master Hosting and Services Agreement

Term and Termination. A. This 11.1 The initial term of this Agreement shall be effective as of will commence on the Effective Date and will continue thereafter for a term the period as set out in the Order Form (“Initial Term”) unless terminated earlier by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services or Customer in accordance with the terms of one (1) yearthis Agreement. This Agreement will automatically renew automatically at the end of the initial term for successive additional one (1) year renewal terms periods (unless separately identified in the Order Form, in which case such other period of the length specified in the applicable Order Form) shall apply (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”) unless either party provides the other party with ninety (90) days written notice is delivered to the other Party at least sixty (60) days prior to the end conclusion of the initial term Initial Term or the applicable renewal termRenewal Term, as applicable. All terms and conditions hereof shall remain in effect during any Renewal Term, except as the parties otherwise expressly agree in writing. B. Either Party 11.2 Without prejudice to any other rights or remedies that the Parties may have, the Customer may terminate this Agreement with or without cause liability to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services if there shall be no uncured ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services commits a material breach of any of the terms of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement orand, if such a breach occurs with respect is remediable, fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services's being notified in writing of the breach. 11.3 Without prejudice to any other rights or remedies that the Parties may have, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may immediately suspend the provision of the Services and/or terminate this Agreement or any part of this Agreement without liability to the Customer immediately on giving written notice to the breaching party Customer if: (a) the Customer fails to pay any amount due under Section 14.F.this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or D. Sections 3-6, 8, 9 and 10-14 (b) the Customer commits a material breach of any of the terms of this Agreement shall survive termination and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the Customer being notified in writing of the breach; or (c) the Customer notifies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services that it does not accept any variation in the Fees pursuant to condition 6; or (d) the Customer suspends, or expiration threatens to suspend, payment of this Agreement. Howeverits debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or (e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, upon termination by Publisher due or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (g) an application is made to Court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or (h) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or (i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or (j) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (k) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (l) any event occurs, or proceeding is taken, with respect to the uncured material breach Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of CLOCKSSthe events mentioned in condition 10.3(e) to condition 10.2(l) (inclusive); or (m) there is a change of control of the Customer. 11.4 On termination of the Agreement for any reason: (a) the Customer shall, within fifteen (15) days, pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services all of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services’s outstanding fees and interest and, in respect of Services supplied but for which no invoice has been submitted and any portion of the remaining fees for that calendar year and that has not yet been invoiced, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may submit an invoice, which shall be payable within fifteen (15) days of receipt; and (b) the accrued rights granted and liabilities of the Parties as at termination and the continuation of any provision expressly stated to CLOCKSS survive or implicitly surviving termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected.

Appears in 1 contract

Sources: Terms of Service

Term and Termination. A. 11.1 This Agreement shall be effective as commence on the Commencement Date and shall expire on earlier of the Effective Date for date on which a term of one (1) year. This Agreement will renew automatically at resolution is passed by the end Board to that effect. 11.2 The Board may determine that a Member's membership of the initial term for successive one (1) year renewal SESP is terminated, if, in the opinion of the Board, such Member: 11.2.1 is the subject to an Insolvency Event; 11.2.2 has acted, or is acting, in a manner inconsistent with the Objects; 11.2.3 has acted, or is acting, in material or persistent breach this Agreement; 11.2.4 has failed, or is failing, to materially comply with the terms unless written notice is delivered attached to the other Party at least sixty (60) days prior to the end Members appointment as a Member; 11.2.5 has provided materially inaccurate or misleading information in connection with their application for membership of the initial term or SESP; 11.2.6 has been convicted of a criminal offence of a nature which the applicable renewal termBoard believe (in their absolute discretion) makes the Member in question no longer a suitable person to be a Member; or 11.2.7 it is otherwise in the interests of the SESP that such person should resign their membership. B. Either Party may 11.3 If the Board resolve to terminate this Agreement with or without cause on thirty the membership of any Member, the Board shall within five (305) days’ Working Days of the resolution being passed send a written notice to the other Partyrelevant Member informing them that their membership of the SESP has been terminated with immediate effect. C. Upon termination 11.4 Any Member may withdraw from the SESP, terminate its interest under this Agreement and cease to be Member at any time by giving [six (6)] months' notice to the other parties in writing. 11.5 On or expiration within a reasonable time of a Member having their membership terminated or withdrawing from this Agreement: 11.5.1 the outgoing Member shall ensure that it settles all of its remaining and outstaying liabilities with any other Members (including, Publisher will have no obligation but not limited, the Lead Partner) at the date of withdrawal; 11.5.2 the outgoing Member shall sign and execute all documents (including but not limited to pay the Annual Fee Retirement Agreement) and perform all acts that the Lead Partner reasonably requires for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach the purpose of this Agreement on continuing; and 11.5.3 the part of CLOCKSS, CLOCKSS shall have relationship between the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure remaining parties shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 be affected and 10-14 of this Agreement shall survive termination or expiration of continue unless and until terminated in accordance with this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentClause 11.

Appears in 1 contract

Sources: Partnership Agreement

Term and Termination. A. This As long as Customer has never ordered in any month during the Initial Term or any Renewal Period (as defined herein) less than the Minimum Monthly Charges (as that term is defined in the Service Exhibit attached hereto), the initial term (“Initial Term”) of the Agreement shall be effective two (2) years, commencing on the Commencement Date. Unless the Agreement is earlier terminated, as of provided for herein, and as long as Customer has never ordered in any month during the Effective Date for a term of one (1) year. This Agreement will Initial Term or any Renewal Period less than the Minimum Monthly Charges, the Initial Term shall automatically renew automatically at the end of the initial term for successive one terms of ninety (190) year renewal terms unless written notice is delivered days (each, a “Renewal Period”). Either party may terminate this Agreement for any reason by delivering to the other Party at least sixty party a written notice of non-renewal thirty (6030) days prior to the end termination of the initial term Initial Term or any active Renewal Period. Notwithstanding the applicable renewal term. B. Either Party foregoing, Planet may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following (“Planet Termination”): (i) Customer’s failure to pay any overdue invoice amount upon written or email notice by Planet or (ii) Customer’s material breach or violation of any provision of the Agreement that is not cured within [**] days of Customer’s receipt of written notice from Planet referencing such breach or violation; (iii) Customer ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors; (iv) Customer’s failure to cure any violation of the AUP within a reasonable amount of time; or (v) Planet determines in its sole discretion that Customer is continues to host content, despite being given a reasonable amount of time by Planet to remove such content, that may subject Planet to legal liability (in which case, Planet may also modify the Service to THE PLANET MASTER SERVICES AGREEMENT – Page 1 Customer initials /s/ BO Planet sales rep initials: /s/ JM avoid such liability). Customer may terminate this Agreement with or respect to all, and not less than all, of the Services without cause on thirty liability (30except for Charges due through the effective date of such termination) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (Planet of its obligations to provide the Services according to the terms of the Agreement that is not cured within [**] business days after written notice from Customer describing the such as by way of example only, a material breach in security or corruption or detail is received by Planet (“Customer Termination”). In the stored files)event of a Customer Termination, Publisher Customer shall have pay (i) any outstanding installation Charges, (ii) a pro-rated Charge based on the right number of days Planet provided Services prior to withdraw its Archived Contentthe date of Customer Termination, and terminate (iii) if the Services include software for which Planet does not then provide general customer support, Customer shall pay to Planet an amount equal to Planet’s cost of such software for the entire Initial Term and any applicable Renewal Periods. If Customer terminates this Agreement orfor any reason other than a Customer Termination, if such breach occurs with respect Customer shall pay to surviving obligations of CLOCKSS after termination Planet an amount equal to all unpaid Charges for the remainder of the Agreement, terminate any post-termination rights then current term of CLOCKSS under the this Agreement. For the purposes Upon termination of this Agreement, a material breach Planet and Customer shall be deemed uncured if cure have no obligations to each other, except as provided for in this Agreement. Upon termination of this Agreement, Customer shall (i) pay all Charges and other amounts due and owing to Planet, (ii) remove from Planet’s premises all property owned by Customer, and (iii) return to Planet all software, access keys, and any other property provided to Customer by Planet under this Agreement. Any property of Customer not have been made removed from Planet’s premises within thirty (30) [**] days following issuance after such termination shall become the property of notice Planet, which may, among other things, dispose of such property without the payment of any compensation to Customer. The rights and obligations of both parties, which by their nature would continue beyond the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 termination of this Agreement (including, those relating to confidentiality, payment of outstanding Charges, limitations of liability and indemnification), shall survive such termination. Notwithstanding the foregoing, as long as Customer has never ordered in any month during the Initial Term or any Renewal Period less than the Minimum Monthly Charges, in the event that Planet permanently terminates and deactivates the Services or any portion thereof in a manner, and for a reason, that is not permitted under this Agreement or the AUP and without providing sufficient notice as required herein (“Wrongful Termination”), Customer shall be entitled to receive a dollar amount equal to: (1) in the event of the termination or expiration deactivation of this Agreement. Howeverall the Services, upon the full amount of fees paid by Customer to Planet during the then-current term of the Agreement or (2) in the event of the termination or deactivation of a portion of the Services, the percentage of the full amount of fees paid by Publisher due Customer to Planet during the then-current term of the Agreement that corresponds to the uncured material breach percentage of CLOCKSSthe Services terminated or deactivated relative to the total Services in effect immediately before the termination or deactivation, with the payment in either of the foregoing scenarios to be less any and all rights granted amounts owing to CLOCKSS Planet by Customer as of the date the Wrongful Termination, as liquidated damages. The “current term” of the Agreement for this purpose shall terminatebe the period commencing on the Effective Date and ending on the date of termination or deactivation, which latter date may fall within the Initial Term or a Renewal Period. The sum is agreed upon as liquidated damages and not as a penalty. The parties hereto have computed, estimated, and CLOCKSS shall provide agreed upon the sum as an attempt to Publisher proof make a reasonable forecast of destruction probable actual loss because of all Archived Contentthe difficulty of estimating with exactness the damages which will result. These liquidated damages are Customer’s exclusive remedy against Planet for any damages whatsoever to Customer arising out of or related to a Wrongful Termination. No claim for such liquidated damages may be asserted by Customer against Planet more than [**] months following the date of termination or deactivation.

Appears in 1 contract

Sources: Master Services Agreement (Endurance International Group Holdings, Inc.)

Term and Termination. A. This 3.1 The term of this Master Agreement shall be effective as commence on December 1, 2003, and shall continue in full force and effect for a period of five (5) years, through December 1, 2008 (the “Initial Term”). Subsequent to the Initial Term and any subsequent term, this Agreement shall automatically renew for additional one-year term unless either party provides written notice of its intent to terminate this Master Agreement at the expiration of the Effective Date for a then-current term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written and such notice is delivered to the other Party given at least sixty ninety (6090) days prior to the end expiration of the initial term or the applicable renewal then-current term. B. Either Party may 3.2 In the event this Master Agreement terminates for any reason whatsoever, each and every Service Agreement shall automatically terminate on the same date; provided, however, if the term of any Service Agreement, or the life of any piece of equipment subject to any Service Agreement, has not tolled five (5) years, GHC shall pay Omnicare the remaining book value of said equipment and, in turn, GHC shall take ownership of said equipment. 3.3 If GHC or Omnicare shall commit a material breach of a material provision of this Master Agreement, and such material breach shall continue for a period of thirty (30) days after written notice by the non-defaulting party to the other specifying the material breach in question and requesting that the material breach be cured, then this Agreement with or without cause shall terminate, at the option of the non-defaulting party, on thirty (30) days’ days further written notice to the other Partyparty, provided, however, that if the defaulting party has commenced cure within such thirty (30) day period, and diligently pursues such cure after the thirty (30) day period, then the right to give such thirty (30) day notice of termination shall be suspended for the time necessary to effect such cure not to exceed one hundred and twenty (120) days following delivery of the written notice of default by the non-defaulting party (the “Additional Cure Period”), provided, further, that the Additional Cure Period shall not be available with respect to monetary defaults by GHC. C. Upon termination 3.4 The parties agree that a material breach which affects only one Facility or expiration any individual Service Agreement shall not be considered a breach of this Master Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there ; such breach shall be no uncured governed by section 3.6 hereof. 3.5 Termination of this Master Agreement shall not affect the rights and obligations of the parties arising out of any Services performed prior to the effective date of such termination. 3.6 If GHC or Omnicare reasonably determines that there is a material breach of a material provision of this Agreement on the part which affects only one Facility or of CLOCKSSan individual Service Agreement, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way continues for a period of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after written notice by the non-defaulting party specifying the material breach in question and requesting that the material breach be cured, then the individual Service Agreement with respect to such Facility only (a “Terminating Facility”) will terminate, at the option of the non-defaulting party, upon thirty (30) days further written notice to the breaching other party; provided, however, that if the defaulting party under Section 14.F. D. Sections 3-6has commenced cure within such thirty (30) day period, 8and diligently pursues such cure after the thirty (30) day period, 9 then the right to give such thirty (30) day notice of termination shall be suspended for the time necessary to effect such cure not to exceed the one hundred and 10-14 of twenty (120) day Additional Cure Period; provided, that the Additional Cure Period shall not be available with respect to monetary defaults. If GHC terminates an individual Service Agreement pursuant to this Agreement provision, the Option to Service Other Facilities, as described herein, shall survive termination or expiration of this Agreement. However, upon termination by Publisher due not apply to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentTerminating Facility.

Appears in 1 contract

Sources: Master Agreement for Specialty Beds and Oxygen Concentrators (Genesis Healthcare Corp)

Term and Termination. A. This Agreement 10.1 The term of this MSA shall be effective as commence upon Customer’s acceptance thereof (the “Effective Date”) and shall continue until the termination or expiration of the Effective Date last then-current Order. Any associated Orders shall automatically extend for a term of one additional one-year periods (1each, an “Extension Term”) year. This Agreement will renew automatically at the end of the initial term Initial Term or, as applicable, any Extension Term. 10.2 Customer will continue to receive the Subscription for successive one any Extension Term of an Order in exchange for ▇▇▇▇▇▇▇.▇▇’s then-current fees. Unless otherwise expressly provided in an Order, any extension fees shall be due and payable to ▇▇▇▇▇▇▇.▇▇ no later than thirty (1) year renewal terms unless written notice is delivered to the other Party at least sixty (6030) days prior to the end start of the initial term or the applicable renewal termExtension Term. B. 10.3 Either Party party may terminate this Agreement with any or without cause on thirty (30all existing Order(s) days’ immediately by providing written notice to the other Party. C. Upon party of such termination or expiration if the other party: (i) breaches any material provision of this AgreementMSA; (ii) is adjudicated as bankrupt or makes an assignment for the benefit of creditors, Publisher will have no obligation to pay or if a receiver, liquidator, administrator or a trustee is appointed for such party’s affairs; or (iii) if a party is dissolved. None of the Annual Fee foregoing termination for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there cause rights shall be no uncured material breach of this Agreement on valid if the part of CLOCKSS, CLOCKSS shall have the right breaching party is able to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (or ten (10) days in the case of non- payment) after the non-breaching party delivers notice of such breach to the breaching party. Either party under may terminate an Order at the end of the Initial Term or an Extension Term thereof by giving the other party at least 90 days’ prior written notice before the beginning of the next Extension Term. 10.4 If this MSA or any Order is terminated, Customer must within 30 days after such termination, at ▇▇▇▇▇▇▇.▇▇’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 14.F. D. Sections 310.4. Upon expiration or termination of the MSA, if Customer was granted a run-6time License, 8then in addition, 9 Customer shall: (a) cease the reproduction and 10distribution of the Run-14 of this Agreement Time Modules (except as provided below); and (b) shall survive termination or expiration of this Agreementpromptly certify to ▇▇▇▇▇▇▇.▇▇ that Customer has done so. However, upon termination by Publisher for those Applications that have previously been distributed and if Customer allows for that Application to continue with the run-time licenses post termination, may retain one (1) copy of the Run-Time Modules to support existing End Users provided that Customer is then current with payments due to ▇▇▇▇▇▇▇.▇▇ with the uncured material breach understanding that Customer will receive no customer support or maintenance. Customer assumes all risk of CLOCKSSthe Application’s protection. 10.5 All provisions and obligations of this MSA or any Order which by their nature should survive any termination of this MSA or an Order will survive any such termination, all including provisions and obligations with regard to accrued rights granted to CLOCKSS shall terminatepayment, confidentiality obligations, warranty disclaimers, limitations of liability, engaging of third parties and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentliability for taxes and premiums.

Appears in 1 contract

Sources: Master Subscription Agreement

Term and Termination. A. 12.1 This Agreement shall be is effective as of upon the Effective Date and unless sooner terminated by either party in accordance with this Section 12, shall remain effective for a term of one (1) year. This Agreement will the Initial Term, and shall automatically renew automatically at the end of the initial term for successive one (1) year renewal one‐year terms unless written notice is delivered to either party gives the other Party at least notice of non‐renewal within sixty (60) days prior to the end of the initial term or the applicable renewal then‐current term. B. Either Party may terminate 12.2 Notwithstanding the foregoing, this Agreement with may be terminated by either party immediately upon written notice if the other party: (i) becomes insolvent or without cause on thirty ceases doing business for a period greater than ninety (3090) days’ written notice to the other Party. C. Upon termination ; or expiration (ii) materially breaches any of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be its obligations under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice to such party. Additionally, ThreatSTOP may terminate this Agreement upon thirty (30) days written notice to Customer in the breaching party under Section 14.F.event that ThreatSTOP has not received payment for the ThreatSTOP Service provided to Customer for the then‐current term, regardless of whether Customer has made payment to a Reseller. D. 12.3 Solely with respect to the free trial version of the ThreatSTOP Service, the ThreatSTOP Service is made available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered or is registering to use the ThreatSTOP Service, or (b) the start date of any paid ThreatSTOP Service ordered by Customer. This Agreement may be terminated with respect to the free trial version of the 12.4 The provisions of Sections 3-61 (Definitions), 83 (License Restrictions), 4 (Ownership), 5 (Fees), 7 (Intellectual Property Infringement), 8.1 (Customer Responsibilities), 9 (Confidentiality), 10 (No Warranties), 11 (Limitation of Liability), 12.4 (Survival) and 10-14 of this Agreement shall any other term that by its nature ought to survive termination will survive the expiration or expiration termination of this Agreement. However. 12.5 Upon the effective date of termination of this Agreement: (i) ThreatSTOP will immediately cease providing the ThreatSTOP Service to Customer; (ii) Customer’s license to use the ThreatSTOP Service, upon termination by Publisher due and the Licensed Software through the ThreatSTOP Service will cease; (iii) any and all payment obligations of Customer incurred prior to the uncured material breach date of CLOCKSStermination will immediately become due; and (iv) within thirty (30) days of such termination each party will return all copies of Confidential Information of the other party in its possession, all rights granted except as permitted by this Agreement or required to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentcomply with any applicable legal or accounting record keeping requirement.

Appears in 1 contract

Sources: End User Service Agreement

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and will remain in effect for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal unless terminated in accordance with the terms set forth in this Agreement (the "Term"). This Term shall automatically renew for additional three (3) month terms unless written notice is delivered to a Party gives the other Party at least sixty written notice of an intent not to renew the Agreement no later than ninety (6090) days prior days' advance written notice that the Party does not intend to renew the end of the initial term or the applicable renewal termAgreement. B. 11.2 Either Party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Partyparty in the event such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. C. Upon termination 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach condition of this Agreement on and fails to remedy the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after being given written notice thereof. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice this Agreement,all Customer's rights under this Agreement shall terminate and Customer shall be entitled to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 immediate possession of all Mining Equipment. If the Agreement is terminated because of a breach of this Agreement by Service Provider then Customer shall survive termination or be reimbursed for the cost of relocating its Mining Equipment from Service Provider's facility 11.5 If this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer's option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer's Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer's Mining Equipment is received by Service Provider.

Appears in 1 contract

Sources: Colocation Mining Services Agreement (Applied Blockchain, Inc.)

Term and Termination. A. (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be effective terminated in its entirety or as of to Section I. or Section II. only prior to the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end expiration of the initial term for successive one only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (190) year renewal terms unless calendar days after the party claiming the breach shall have given written notice is delivered of such to the other Party at least party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with subparagraph (ii) of Section III.9.(h). (ii) The Customer or the Bank may give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days prior by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the end Bank Instructions specifying the names of the initial term or persons to whom the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the other Party. C. Upon persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or expiration trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, Publisher will or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to pay settle -------- ------- any transactions in securities for the Annual Fee for subsequent terms and will be under no obligation Accounts following the expiration of the ninety (90) day period referred to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementsentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (iii) Termination as to One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule Bl deleting such Series, if there in which case termination as to such deleted Series shall be no uncured material breach take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs only with respect to surviving such deleted Series, shall be governed by the preceding provisions of this Sub-section 9(h) of Section III. of this Agreement as to the identification of a successor custodian and the delivery of Assets of the Series so deleted to such successor custodian, and shall not affect the obligations of CLOCKSS after termination the Bank and the Customer hereunder with respect to the other Series set forth in Schedule Bl, as amended from time to time. (i) Several Obligations of the Agreement, terminate Series. With respect to any post-termination rights obligations of CLOCKSS under --------------------------------- the Agreement. For Customer on behalf of the purposes Series and their related Accounts arising out of this Agreement, a material breach the Bank shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance look for payment or satisfaction of notice any obligation solely to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 assets and 10-14 property of this Agreement shall survive termination or expiration of this Agreement. However, upon termination the Series and such Accounts to which such obligation relates as though the Customer had separately contracted with the Custodian by Publisher due separate written instrument with respect to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, each Series and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentits related Accounts.

Appears in 1 contract

Sources: Multiple Services Agreement (Brinson Funds Inc)

Term and Termination. A. This 23.1 The term of this Agreement shall commence on the Effective Date and, subject to earlier termination under Sections 23.2 through 23.5 and Section 4.7, this Agreement shall continue in full force and effect from the Effective Date to the beginning of the first Business Year and then, subsequently, for three (3) Business Years. The combination of these two time periods shall be deemed the "Initial Term". The Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term renewed for successive one two (12) year renewal terms periods ("Subsequent Terms") unless either Party terminates this Agreement by eighteen (18) months' written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term Initial Term or any Subsequent Term, as applicable. Eighteen (18) months before expiration of this Agreement, the applicable renewal termParties shall undertake to facilitate the phase out and wind down of the supply. B. Either 23.2 This Agreement may be terminated by either Party may terminate this Agreement with or without cause on effective upon thirty (30) days’ written notice to the other Party. C. Upon termination or expiration Party in the event of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on by the part of CLOCKSSother Party, CLOCKSS shall have unless the right other Party remedies such material breach within such thirty (30) day period. 23.3 This Agreement may be terminated by either Party effective immediately upon written notice to continue to preserve any Archived Content received from Publisher and to release such Archived Content the other Party (i) upon the occurrence institution by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other Party’s debts, unless such other Party timely contests such proceedings, (ii) upon the other Party’s making an arrangement for the benefit of creditors, or (iii) upon the other Party’s dissolution or cessation of business. Supply Agreement between Radius Health, Inc. and Ypsomed AG 23.4 This Agreement may be terminated by either Party effective upon thirty (30) days’ written notice to the other Party in the event of a Trigger Event. If there shall change of control of the other Party, (i) where such change of control of Ypsomed could reasonably be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right expected to withdraw its Archived Content, and terminate adversely affect Radius' rights under this Agreement oror (ii) where such change of control of Radius could reasonably be expected to adversely affect Ypsomed's rights under this Agreement, i.e., if such breach occurs with respect to surviving obligations controlling party is a bona fide direct competitor of CLOCKSS after termination Radius in the event of (i) or if such controlling party is a bona fide direct competitor of Ypsomed (i.e., a manufacturer of injectable pen devices) in the Agreement, terminate any post-termination rights event of CLOCKSS under the Agreement(ii). For the purposes of this AgreementSection 23.3, a material breach the term "control" shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance the same meaning as set out in Section 1 in respect of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentAffiliates.

Appears in 1 contract

Sources: Supply Agreement (Radius Health, Inc.)

Term and Termination. A. 3.1 The term of Agreement is for a period of thirty-six months. 3.2 This Agreement shall be effective as is automatically renewed at the expiry of the Effective Date each term for a further minimum term of one (1) year. This twelve months unless terminated in terms of this Agreement. 3.3 In the event of any breach of any term or provision of this Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless by either party a party shall provide 30 days written notice to cure such breach prior to any termination notice. In the event that such a breach is delivered to not rectified or incapable of being rectified, the other Party party may terminate the Agreement by giving 30 days written notice. 3.4 Client may, at least sixty (60) any time, terminate the Agreement for the Client’s convenience and without cause, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the end effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination. 3.5 Upon expiry or termination of this Agreement, Client must (within 30 days of expiry or termination) deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the initial term same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the applicable renewal termsame. B. 3.6 Either Party party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Partyparty if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. C. Upon 3.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination or expiration cancellation. 3.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. 3.9 PA reserves the right to suspend the provision of Services if the Client engages any other party for similar Services provided by PA in terms of this Agreement. 3.10 Upon expiry or termination of a Subscription for a Cloud Platform, Publisher will have no obligation Client may request (within 30 working days of expiry or termination) PA deliver to pay the Annual Fee for subsequent terms and Client an extraction of any Client Data. Any Professional Services associated with extraction, preparation or delivery of Client Data will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement charged on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher a time and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentmaterials basis.

Appears in 1 contract

Sources: Commercial Agreement

Term and Termination. A. 24.1 This Agreement will end on completion of the Services set forth herein or under the last Purchase Order placed within five (5) years from the Effective Date. This Agreement shall be effective as of automatically continue after the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term Initial Term for successive one terms of two (12) year renewal terms years each unless written notice is delivered to the other either Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ gives written notice to the other PartyParty of its intention to terminate this agreement giving twenty-four (24) months’ notice. C. Upon termination 24.2 Either Party at its sole option may immediately terminate this Agreement upon written notice, but without prior advance notice, to the other Party in the event that (i) the other Party is declared insolvent or expiration bankrupt by a court of competent jurisdiction; (ii) a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by such other Party; or (iii) this Agreement is assigned by such other Party for the benefit of creditors. 24.3 If either Party breaches this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and other Party may terminate this agreement if the breaching Party does not cure the breach within [***] of written notice of the same. Termination will be without prejudice to any rights that may have been accrued to either Party before termination. Cure of a breach under no obligation this Section 24.3 will not be available under the following Sections 24.4-24.7. 24.4 Client may terminate this Agreement upon [***] written notice in the event that FDA or any other governmental agency takes any action, or raises any objection, that prevents the Client from importing, exporting, purchasing or selling Commercial Product. 24.5 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID has [***] within the same Calendar Year. 24.6 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID does not have suitable Total Available Capacity to continue to make Content available deliver Client’s Rolling Forecast or Long-Term Forecast. 24.7 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID and Client cannot agree on revised pricing resulting from any requested Specification change as further defined in Section 5. 24.8 Except for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach expiration or termination of this Agreement on the part of CLOCKSSfor reasons stated in Sections 24.2 and 24.3, CLOCKSS Client shall have the right option to continue secure and PYRAMID shall agree to preserve any Archived Content received from Publisher and supply, an additional inventory of Commercial Product [***] according to release such Archived Content upon the occurrence a delivery schedule agreeable to both Parties. Document No: Revision: Revision Date: Replaces: Page: MSA-XPI 00 05/01/18 NA 20 of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security 27 24.9 Upon expiration or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement for any reason, PYRAMID will return, at Client’s expense, all Client Materials, Client equipment and Client documentation. In addition, the Parties will return to each all copies of the other Party’s Information except for one copy that may be retained for the sole purpose of determining continuing obligations under Section 15. 24.10 Client shall survive termination or expiration of this Agreement. However, upon termination by Publisher provide at least [***] prior notice if it intends to no longer order a Commercial Product due to discontinuance of the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentCommercial Product in the market.

Appears in 1 contract

Sources: Commercial Supply Agreement (Xeris Pharmaceuticals Inc)

Term and Termination. A. This 9.1 The Agreement shall be effective as commence on the first day of the Effective Date Initial Subscription Period and shall continue for a term the Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”). 9.2 Maynooth University (acting as agent on behalf of one (1the Members) year. This or the Publisher may terminate this Agreement will renew automatically without cause by notifying the other party to the agreement, in writing, at least sixty days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to relevant Subscription Year, in which case this Agreement shall terminate upon the other Party expiry of the applicable Subscription Year. 9.3 A Member’s participation in this Agreement may be terminated without cause by Maynooth University notifying the Publisher in writing, at least sixty (60) days prior to before the end of the initial term relevant Subscription Year, in which case the Parties will amend Schedule 4 to exclude the Member, and Schedule 1 to reflect reduced fees in the subsequent Subscriptions Years of the Term following the Member leaving the Agreement. 9.4 Maynooth University (acting as agent on behalf of the Members) or the applicable renewal term. B. Either Party Publisher may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay party if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of any obligation under this Agreement on and, in the part event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or capable of being remedied, fails to remedy the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of notice in writing of such breach. 9.5 A Member’s participation in this Agreement may be terminated withimmediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breaching breach within thirty (30) days of receipt of notice in writing of such breach. 9.6 If a Member’s participation in this Agreement is terminated then that Member’s further rights and obligations under this Agreement shall cease upon the effective date of such termination, but such termination: 9.6.1 shall not prejudice any rights or liabilities of any party under Section 14.F.in connection with that Member which may have arisen on or before the effective date of such termination; and D. Sections 3-6, 8, 9 and 10-14 9.6.2 shall have no effect on the continuation in force of the Agreement. 9.7 Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause9.5) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.7.1 continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.7.2 by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.7.3 supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or granting access to the same Licensed Material through one of the e-journals archiving solutions as listed in SCHEDULE 3 – Industry Standards and Related Obligations. For the avoidance of doubt, access to and use of archival copies shall survive termination or expiration be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. However. 9.8 Members are permitted to: 9.8.1 mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.7.1 and 9.7.3; 9.8.2 communicate, upon termination make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.8.3 make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher due in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.9 In the uncured event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.9.1 through the Publisher’s server; or 9.9.2 by supplying such material breach without charge to Members in accordance with the procedure described in Clause 9.6. 9.10 In the event that the Publisher ceases to publish a part or parts of CLOCKSSthe Licensed Material (including back issues of a title as part of the Licensed Material), all rights granted the Publisher will: 9.10.1 maintain a digital archive of such Licensed Material; 9.10.2 make the digital archive available to CLOCKSS shall terminateMembers without charge either through the Publisher’s server, via a third party server (including e-journals archiving initiatives as listed in SCHEDULE 3 – Industry Standards and CLOCKSS shall provide Related Obligations) or by supplying the digital archive to Publisher proof of destruction of all Archived ContentMember without charge in accordance with the procedure described in Clause 9.6. 9.11 The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Appears in 1 contract

Sources: License Agreement

Term and Termination. A. 13.1. This Agreement shall be effective commence on the Actual Live Date or the Commencement Date and shall continue, unless terminated earlier in accordance with these terms, for the Initial Term and any Renewal Term activated in accordance with any Renewal Term (“Term”). Where any additional Services have been agreed via the Change Control process then such new Services will commence on the date that the additional Order Form is signed and will run in conjunction with the Initial Term or Renewal Term as applicable. 13.2. Upon expiry of the Effective Date for a term of one Initial Term (1or any Renewal Term), either party may terminate the Agreement by giving the other party six (6) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless months’ written notice is delivered stating its wish to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termterminate. . B. 13.3. Either Party party may terminate this Agreement with or without cause on thirty (30) days’ immediately by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party: (i) commits any material breach of this Agreement on and (if the part breach can be remedied) it fails to remedy the breach within 30 days of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS notice; or (such as by way of example only, ii) commits a material breach of this Agreement which is not capable of being remedied. 13.4. Without limitation, any failure by the Customer to pay the Fees when required will be a material breach of this Agreement. 13.5. Failure to supply the AML information required by BRIDGEHEAD to carry out the necessary checks, will result in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and a material breach of this Agreement 13.6. Either party may terminate this Agreement orimmediately if the other party ceases carrying on business in the normal course, if such breach occurs with respect to surviving obligations or calls a meeting of CLOCKSS after termination its creditors or makes a proposal for a voluntary arrangement within the meaning of Part 1 of the AgreementInsolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, terminate or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for the purpose of considering a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or it is the subject of an administration order, or is subject to any post-termination rights equivalent process or proceedings in any jurisdiction anywhere in the world. 13.7. Except where BRIDGEHEAD has terminated this agreement under clauses 13.2 to 13.4, BRIDGEHEAD shall provide the Customer, in a BRIDGEHEAD standard format, such assistance as the Customer may reasonably require to facilitate the orderly transfer of CLOCKSS services similar to the Services to the Customer or to another supplier. 13.8. On Termination, BRIDGEHEAD will either (a) if so requested by the Customer return in BRIDGEHEAD standard format the Customer Data in its possession in respect of the period of 3 years before Termination at no charge (subject to payment of all Fees current at the date of the request); or (b) if not so requested by the Customer within 30 days from Termination, destroy any Customer Data in its possession. 13.9. If the Customer requires any services from BRIDGEHEAD after the date of Termination, BRIDGEHEAD may at its discretion agree to provide such services on a time and materials basis. 13.10. In the event of early Termination by the Customer, except under the Agreement. For the purposes clause 13.6 or for BRIDGEHEAD material breach of this Agreement, BRIDGEHEAD will charge the Customer a material breach shall Termination Fee for each payroll terminated. The Termination Fee will be deemed uncured if cure shall not have been made within thirty calculated by multiplying the number of months left in the Initial Term or Renewal Term (30as applicable) days following issuance of notice by the last Recurring Monthly Fee charged to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this AgreementCustomer. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentTermination Fees are payable on demand.

Appears in 1 contract

Sources: General Terms & Conditions

Term and Termination. A. This Agreement shall be effective as 3.1 Unless terminated earlier in accordance with the terms of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termthis Clause 3, this Work Package shall continue until all obligations under this Work Package have been performed. B. Either Party 3.2 The Licensee may terminate this Agreement Work Package for any reason by giving not less than [***] prior written notice to BioMedica and upon expiry of such notice, this Work Package shall be terminated and the parties shall proceed in accordance with or without cause on thirty Clause 3.4 of this Work Package. 3.3 If either Party is in breach of any material obligation under this Work Package (30) days’ including failure by the Licensee to make an payment due in connection with this Work Package), the non-breaching Party may give written notice to the other Party. C. Upon termination breaching Party specifying the claimed particulars of such breach, and in the event such breach is not cured within [***] after such notice (or expiration of this Agreement, Publisher will have no obligation [***] with respect to pay the Annual Fee for subsequent terms and will be under no obligation to continue any failure to make Content available for archiving as Archived Content. Except as otherwise provided in any payment due under this AgreementWork Package), if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS non-breaching Party shall have the right thereafter to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of Work Package immediately by giving written notice to the breaching party under Section 14.F.Party; provided, however, that if such breach is capable of being cured but cannot be cured within such cure period and the breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the breaching Party shall have such additional period as is reasonable in the circumstances to cure such breach. D. Sections 3-6, 8, 9 and 10-14 3.4 In the event of termination of this Agreement Work Package: (a) the Parties shall survive termination or expiration cease all work related to this Work Package and have no further obligations to perform activities under this Work Package, save that the Parties shall carry out those limited activities as are necessary for an orderly wind-down of the relevant Work Package; (b) the Licensee shall pay to BioMedica following receipt of a reasonably detailed invoice all undisputed amounts due and all approved expenses actually incurred by BioMedica in relation to the performance of this Agreement. However, upon Work Package prior to the effective date of termination by Publisher and orderly wind-down activities (provided that BioMedica shall pay costs of wind-down activities if termination is due to the BioMedica’s uncured material breach under Clause 3.3 of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthis Work Package).

Appears in 1 contract

Sources: Licence Agreement (Axovant Sciences Ltd.)

Term and Termination. A. This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “I nitial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be effective as of automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the Effective Date for a term of one (1) year. This terms described in this Agreement will renew automatically at the end of the initial term for successive one one-year periods (1) year renewal terms each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termcurrent Term that such Party does not want to this Agreement to renew. B. Either 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement with or without cause on thirty (30) days’ by providing written notice to the other PartyParty specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein. C. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Publisher Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve maintain (unless legally obligated) or provide any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Customer Content.

Appears in 1 contract

Sources: Master Services Agreement

Term and Termination. A. This Agreement 2.1 The term of this agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written from the Effective Date or such other period as indicated in Schedule A (the “Term”). Unless deemed ineligible by LABORIE, Customer may renew this Agreement on a yearly basis thereafter (each a “Renewal Term”) by notifying LABORIE of its intent to renew this Agreement and by paying the applicable Fee for such Renewal Term. The Initial Term and all Renewal Terms shall be collectively referred to as the “Term”. 2.2 This Agreement may be terminated immediately upon notice is delivered for cause if: a) Either Party commits a material breach of this Agreement, or consistently fails to properly perform and observe its obligations under this Agreement, and fails to rectify the other Party at least sixty situation within thirty (6030) calendar days prior to the end of the initial term non-breaching Party delivering notice of the breach or consistent failure to perform; or b) Either Party becomes insolvent, or a receiver or receiver-manager is appointed for any part of the applicable renewal termproperty of such Party, or such Party makes an assignment, proposal or arrangement for the benefit of its creditors or such Party files an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against such Party. B. Either Party may 2.3 LABORIE shall have the right to terminate this Agreement with immediately upon notice to the Customer if the Equipment Agreement or without cause on the Software license therein is terminated for any reason. 2.4 Each Party shall have the right to terminate this Agreement for convenience upon thirty (30) days’ written notice to the other Party. C. Upon 2.5 Termination of this Agreement shall not affect Customer’s payment obligation for any Services rendered by LABORIE prior to the date of termination, and unless Customer terminates this Agreement for LABORIE’s breach, or LABORIE terminates this Agreement for convenience, LABORIE shall have no obligation to refund any pre- paid Fees to Customer. LABORIE shall not be obligated to provide any Services after the expiration or termination date, for whatever reason. 2.6 Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, Publisher will have no obligation to pay or which by its nature would survive the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentdo so.

Appears in 1 contract

Sources: Terms and Conditions of Service

Term and Termination. A. a. This Agreement shall be is effective as of upon the Effective Date and unless sooner terminated by either party in accordance with this Section 13, shall remain effective for a term of one (1) yearthe Initial Term. This Agreement will renew automatically may be terminated by either party, at any time during the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any postwith or without cause, by providing 30-termination rights of CLOCKSS under day written notice with intent to cancel the Agreement. For Customer is responsible to pay the purposes monthly fee for the subsequent 30-day period once written notice is received. b. Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon written notice if the other party: (i) becomes insolvent or ceases doing business for a period greater than ninety (90) days; or (ii) materially breaches any of its obligations under this Agreement, a material Agreement and fails to cure such breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice to the breaching party under Section 14.F. D. Sections 3-6such party. Additionally, 8, 9 and 10-14 of ThreatSHIELD may terminate this Agreement shall survive termination upon thirty (30) days written notice to Customer in the event that ThreatSHIELD has not received payment for the ThreatSHIELD Service provided to Customer for the then-current term, regardless of whether Customer has made payment to a Reseller. c. Solely with respect to the free trial version of the ThreatSHIELD Service, the ThreatSHIELD Service is made available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered or expiration is registering to use the ThreatSHIELD Service, or (b) the start date of any paid ThreatSHIELD Service ordered by Customer. This Agreement may be terminated with respect to the free trial version of the ThreatSHIELD Service by either party at any time without cause upon 7 days prior written notice, or immediately by ThreatSHIELD if Customer is in material breach of this Agreement. However. d. The provisions of Sections 1 (Definitions), upon 4 (License Restrictions), 5 (Ownership), 6 (Fees), 8 (Intellectual Property Infringement), 9.a (Customer Responsibilities), 10 (Confidentiality), 11 (No Warranties), 12 (Limitation of Liability), 12.d (Survival) and any other term that by its nature ought to survive termination by Publisher due will survive the expiration or termination of this Agreement. e. Upon the effective date of termination of this Agreement: (i) ThreatSHIELD will immediately cease providing the ThreatSHIELD Service to Customer; (ii) Customer’s license to use the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminateThreatSHIELD Service, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.the Licensed Software through the ThreatSHIELD Service will cease;

Appears in 1 contract

Sources: End User Service Agreement

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. 12.1 This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement remain in full force until terminated in accordance with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as where otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content may be terminated as follows: (i) by either party upon thirty (30) days prior written notice upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (the other party of its obligations under this Agreement if such breach remains uncured at the end of the notice period, provided however that no cure period shall apply as by way of example only, a to any material breach in security or corruption or the stored files)of Sections 3, Publisher shall have the right to withdraw its Archived Content4, 5 and 14 of this Agreement by Customer and MSC may terminate this Agreement oreffective immediately upon written notice; (ii) by MSC if Customer is subject to an involuntary bankruptcy petition, or is otherwise subject to insolvency or dissolution proceedings unless Customer is released from such proceedings within ninety (90) days; or (iii) by MSC, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreementno Software license, terminate any post-termination rights of CLOCKSS Maintenance, Service or order is pending under the this Agreement. For the purposes 12 LOOPTIJD EN OPZEGGING. 12.1 Deze overeenkomst blijft van kracht totdat hij in oveerenstemming met deze overeenkomst wordt opgezegd. Voorzover in deze overeenkomst niets anders vastgelegd is, kan deze overeenkomst als volgt worden opgezegd: (i) door ieder van de partijen dertig (30) dagen na een schriftelijke mededeling, wanneer de desbetreffende andere partij tegen hoofdverplichtingen op grond van deze overeenkomst heeft overtreden of een dergelijke overtreding tot aan het einde van de termijn niet wordt verholpen, waarbij aan de klant echter bij een overtreding van een hoofdverplichting volgens de nummers 3, 4, 5 en 14 van deze overeenkomst geen termijn wordt geboden om de overtreding te verhelpen en MSC deze overeenkomst met onmiddelijke ingang schriftelijk kan opzeggen; of (ii) door MSC, als de klant is onderworpen aan een onvrijwillige faillissementsaanvraag, of anderszins vanwege een faillisements- of ontbindingsprocedure, tenzij de klant hiervan is vrijgesproken van een dergelijke procedure binnen negentig (90) dagen of (iii) door MSC, als er geen software licentie, onderhoud, service of bestelling in 12.2 Upon termination of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty all licenses and service rights granted to Customer under this Agreement will automatically terminate, and Customer agrees to immediately cease using all Software and Documentation and promptly uninstall and erase all Software and Documentation (30and related authorization codes) from all Customer computers. Within fifteen (15) days following issuance termination, Customer shall return or destroy (at MSC's sole option) all originals and copies of notice to the breaching party under Section 14.F. D. Sections 3-6Software (and related authorization codes) and Documentation, 8and upon MSC's request, 9 certify in writing that it has returned or destroyed (as applicable) all such originals and 10-14 copies. Termination of this Agreement shall not relieve Customer from any obligation accrued on or before the date of termination. Provisions that survive termination or expiration of this AgreementAgreement include those in Sections 5, 6.4, 9, 10, 11, 12, 13, 14 and 15 and others which by their nature are intended to survive. Howeverbehandeling is op grond van deze overeenkomst. 12.2 Bij beëindiging van deze overeenkomst eindigen alle aan de klant op grond van deze overeenkomst verstrekte licenties en services automatisch, upon termination by Publisher due to the uncured material breach en de klant verklaart er zich akkoord mee, om onmiddellijk zowel het gebruik van de software en van de documentatie stop te zetten alsmede alle software en documentatie (en alle hiermee verband houdende autorisatiecodes) op alle klantencomputers te deïnstalleren en te wissen. De klant dient binnen vijftien (15) dagen vanaf beëindiging alle originelen en kopieën van de software (en hiermee verband houdende autorisatiecodes) en de documentatie (naar keuze van MSC) terug te geven of CLOCKSSte vernietigen en op verzoek van MSC schriftelijk te bevestigen dat hij al deze originelen en kopieën heeft teruggegeven resp. vernietigd. De beëindiging van deze overeenkomst ontheft de klant niet van verplichtingen die op of voor het tijdstip van beëindiging zijn ontstaan. De bepalingen in de nummers 5, all rights granted to CLOCKSS shall terminate6.4, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content9, 10, 11, 12, 13, 14 en 15 worden door de opzegging van deze overeenkomst niet beïnvloed; hetzelfde geldt voor andere bepalingen die op grond van hun aard ook na opzegging van deze overeenkomst moeten worden nagekomen.

Appears in 1 contract

Sources: Master Software License Agreement

Term and Termination. A. This 9.1. The Customer may terminate this Agreement shall be effective as of at any time within the first thirty days from the Effective Date for a term of one (1) year. This Agreement will renew automatically any reason by giving simple notice in writing to Exclaimer which shall be effective at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days said 30 days’ period. Any invoice issued by Exclaimer prior to such notice being given will become null and void. If Customer pays Exclaimer’s invoice, it shall be assumed to have accepted the Service and waived its option to terminate under this Section 9.1. 9.2. Subject to Section 9.1 above, this Agreement begins on the Effective Date and shall continue for the Initial Term and each Renewal Term until terminated. Each party may terminate this Agreement in its entirety: (a) after the end of the initial term end of the Initial Term or after the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty end of any Renewal Term by giving ninety (3090) days’ written notice to the other Partyparty with such termination effective on expiry of the 90 days’ notice period; (b) immediately on notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors; or (c) immediately on notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after the other party’s receipt of notice of the breach; or (d) the other party is in persistent breach of any term of this Agreement. Exclaimer may also terminate this Agreement on 30 days written notice if Customer ceases to license Exclaimer’s Email Signature product. C. Upon 9.3. On termination or expiration of this Agreement: (i) Customer must stop accessing and using the Service; (ii) Exclaimer will stop providing the Service; and (iii) all related rights granted to Customer in this Agreement will terminate immediately, automatically, and without notice. 9.4. After termination of this Agreement, Publisher upon Customer’s written request, Exclaimer will have no obligation work with Customer or Customer’s nominees to pay migrate the Annual Fee for subsequent terms and will be under no obligation Customer Data from the Service to continue either the Customer’s own servers or to make Content available for archiving as Archived Contentanother provider’s hosted service. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right Customer must submit such request to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS Exclaimer within 45 days after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. HoweverDepending on the quantity of Customer Data and the complexity of the migration, upon termination by Publisher due such migration may be chargeable and the parties shall agree the fees for the same (if any) in good faith at the relevant time. Exclaimer shall not be obligated to the uncured material breach of CLOCKSSmaintain or provide any Customer Data after such 45‐ day period and will, unless legally prohibited, delete all rights granted to CLOCKSS shall terminateCustomer Data in its systems or otherwise in its possession or under its control, and CLOCKSS shall provide to Publisher proof delete Customer’s instances of destruction of all Archived Contentthe Service.

Appears in 1 contract

Sources: Exclaimer Cloud Mail Archiver Service Agreement

Term and Termination. A. 6.1 This Agreement Agreement, upon execution hereof, shall be effective as of the Effective Date date hereof and shall continue in effect for a term of one (1) year. This Agreement will renew automatically at the end of the an initial term that ends at midnight in December 31, 2003, and shall extend for successive one calendar quarter periods, unless terminated (1i) year renewal terms unless written notice is delivered to the other Party by Company with at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ days prior written notice to Carrizo, (ii) by Carrizo with at least ninety (90) days prior written notice to Company; provided, however, Carrizo shall complete any audited or unaudited statement of accounts or other reporting services related to the other Partycalendar quarter which includes the last day of the 90 day notice period, and this Agreement shall remain in effect in relation to the completion of such Services. C. Upon termination 6.2 Subject to the provisions of Section 2.3, if either Party shall cause or expiration suffer to exist any material breach of any of its obligations under this Agreement, Publisher will have no obligation including, but not limited to, any failure to pay the Annual Fee for subsequent terms and will be under no obligation to continue deliver Services or to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Contentpayments when due, and terminate this Agreement or, if said Party does not cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made default within thirty (30) days following issuance after receiving written notice thereof from the non-breaching Party (unless the Party receiving the notice of default disputes the existence of such default by written notice to the non-breaching party under Section 14.F.party, in which case the cure periods referred to above shall begin to run from and after the date of a final decision by a court of competent jurisdiction or arbitration panel finding that a default exists hereunder), the non-breaching Party may terminate this Agreement, including the provision of Services pursuant hereto, immediately by providing written notice of termination. D. Sections 3-6, 8, 9 and 10-14 6.3 In the event of this Agreement shall survive a termination or expiration of this Agreement, Carrizo shall be entitled to all outstanding amounts due from Company for Services provided under this Agreement up to the date of termination. However, Carrizo shall provide all records relating to the Services to Company upon termination by Publisher due to of this Agreement. 6.4 Sections 3.2, 5, the uncured material breach confidentiality provisions of CLOCKSS, all rights granted to CLOCKSS shall terminateSection 1.3, and CLOCKSS this Section 6.4 shall provide to Publisher proof survive any termination of destruction of all Archived Contentthis Agreement.

Appears in 1 contract

Sources: Transition Services Agreement (Carrizo Oil & Gas Inc)

Term and Termination. A. This 14.1 Unless terminated sooner as provided below, this Agreement shall be effective as will continue in full force and effect until all of the Effective Date IMM Patents have expired and/or have been held invalid or unenforceable by a decision of a court, patent office or other governmental agency of competent jurisdiction, which decision cannot be appealed or was not appealed within the time allowed for appeal. 14.2 DMI may terminate this Agreement at any time upon six (6) months written notice to IMM. 14.3 The parties may at any time terminate this Agreement, in part or in its entirety, by mutual written agreement. 14.4 In the event of a term breach or default in respect of one (1) year. This Agreement will renew automatically at the end any of the initial term for successive one (1) year renewal terms unless written notice is delivered to of this Agreement by either party, the other Party at least party shall give notice in writing, specifying in detail the nature of the breach or default. If the alleged breach or default is not cured within sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration after receipt of this Agreementnotice, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS party giving notice shall have the right to continue immediately terminate this Agreement by giving a second written notice to preserve any Archived Content received from Publisher and the breaching party. 14.5 In the event of either party experiencing financial difficulties, that party shall immediately notify the other party to release such Archived Content upon the occurrence of a Trigger Eventthat effect. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher The party so notified shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice said notification. In the event IMM is the party having financial difficulties, DMI may, instead of terminating the Agreement, assume IMM’s financial obligations under this Agreement, and subtract an amount which is 150% of any payments made on IMM’s behalf from any payments due to IMM pursuant to the breaching terms of Articles 3 and 5. A party shall be considered as having financial difficulties by: a. that party’s commencement of a voluntary case under Section 14.F.any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a voluntary case; D. Sections 3-6b. that party’s failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute (wherein the other party is not a party to the case) within sixty (60) days after initiation of such action or petition; c. that party’s seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, 8or by consenting to or acquiescing in such relief; d. the entry of an order by a court of competent jurisdiction finding it to be bankrupt or insolvent, 9 and 10-14 or ordering or approving its liquidation, reorganization, or any modification or alteration of the rights of its creditors, or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property or assets; or e. that party’s making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property. 14.6 Upon termination of this Agreement for any reason except for a material breach or default by IMM or as provided in Section 14.1: a. All rights and licenses granted to DMI hereunder shall survive revert to IMM, except that DMI shall have the right to sell any Product(s) in inventory as provided in Subsection (b) of this Section 14.6; b. DMI shall cease all activities with respect to the Product(s), including all making (by DMI and/or by Third Parties for DMI), using, selling, offering for sale, marketing, commercializing, importing and exporting of Product(s). Notwithstanding the foregoing, DMI shall have the right to sell any Product(s) in inventory at prices of its chosing, provided DMI makes the payments and reports required by Article 3. c. If requested by IMM, DMI shall (i) remain responsible to supply the amounts of Product(s) required for Commercial Sales at the time of such termination or expiration for a reasonable period of time, not to exceed six (6) months from the date of termination, to allow IMM to find an alternate source of supply, (ii) make its personnel and other resources reasonably available to IMM as necessary for a reasonable period of time, not to exceed six (6) months from the date of termination, to effect an orderly transition of responsibilities, and (iii) provide and assign to IMM all clinical data, Regulatory Approval Applications, Regulatory Approvals, and all other regulatory documentation covering the Product(s) that DMI may have developed in its activities under this Agreement. HoweverIf termination of the Agreement occurred because of a breach by DMI, then DMI will be responsible for all of the costs of performing these obligations. Otherwise, IMM will be responsible for all of the costs of performing these obligations. d. DMI’s sublicense(s) of its rights shall be transferred to IMM. The sublicense(s) will remain in full force and effect so long as the sublicensee(s) perform(s) the obligations of the sublicense(s), and IMM shall have all of the rights and benefits of the sublicense(s) (including the right to receive 100% of all payments due under the sublicense(s)) and shall be responsible for performing all of the obligations required of DMI by the sublicense(s). DMI will execute such documents as may be requested by IMM to attest to the transfer to IMM of all of its sublicense(s). 14.7 Upon termination of this Agreement as provided in Section 14.1 or upon termination by Publisher due to the uncured of this Agreement for a material breach by IMM, the exclusive license and all of CLOCKSS, all the other rights granted to CLOCKSS DMI shall terminatebe deemed to be irrevocable and fully paid-up. 14.8 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation matured prior to the effective date of such termination, and CLOCKSS shall provide neither party waives any rights it may have to Publisher proof remedies arising out of destruction the termination or breach of all Archived Contentsurviving obligations.

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Sources: Exclusive License Agreement (Chay Enterprises, Inc.)