Common use of Termination and Governance Clause in Contracts

Termination and Governance. Effective Date This Agreement will be effective on the date of the last authorized signature below. Term and Termination This Agreement will be effective from the date first written above until the successful completion of the Research Project; provided, however, that this Agreement is not sooner terminated (i) by Collaborator’s early decision to terminate the Research Project, with or without cause, or (ii)by C’s early decision that the Research Project cannot reasonably progress further (the period of this Agreement being referred to herein as the Contract Period). This Agreement may be extended as mutually agreed by the Parties in a written amendment to this Agreement. (위 조항은 성공적인 결과가 나올 때까지 계약이 지속된다는 의미로 C에 매우 가혹합니다. 위 조건문에서 “not”을 삭제하는 방안이 첫번째 대안이고, 그게 불가능하다면 효력발생 후 6개월이라든지 등 가능한 확정기한을 삽입하는 방안이 두번째 대안으로 보입니다) This Agreement will terminate immediately if the Parties agree mutually, in writing, to termination. Representations, Warranties, and Liability Material is understood to be experimental in nature and may have hazardous properties. Original Material is being supplied to Recipient with no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. Neither Party will provide the other indemnification for any loss, claim, damage, or liability under this Agreement. Assignment Neither this Agreement nor any rights or obligations of either Party hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party. This Agreement will be binding upon the Parties and their respective successors and permitted assigns. Non-endorsement By entering into this Agreement, C does not directly or indirectly endorse any product or service that is or will be provided, whether directly or indirectly related to this Agreement, by Collaborator, its successors, permitted assigns, or licensees. Collaborator will not in any way state or imply that this Agreement is an endorsement of any such product or service. Survivability Articles 5, 6, 7, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9 and 9.10 will survive expiration or earlier termination of this Agreement. Severability The illegality or invalidity of any provisions of this Agreement will not impair, affect, or invalidate the other provisions of this Agreement. Governing Law The construction, validity, performance, and effect of this Agreement will be governed by the laws of the United States. C hereby submits to the jurisdiction of the federal courts of the United States. Entire Agreement This Agreement, together with all appendices, constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous oral or written agreements or communications between them with respect to the subject matter hereof. This Agreement may be amended only by written instrument signed by authorized representatives of C and Collaborator. Notices All notices pertaining to or required by this Agreement shall be in writing, shall be signed by an authorized representative and shall be delivered to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed:

Termination and Governance. Effective Date This Agreement will be effective on the date of the last authorized signature below. Term and Termination This Agreement will be effective from the date first written above until the successful completion of the Research Project; provided, however, that this Agreement is not sooner terminated (i) by Collaborator’s early decision to terminate the Research Project, with or without cause, or (ii)by C’s early decision that the Research Project cannot reasonably progress further (the period of this Agreement being referred to herein as the Contract Period). This Agreement may be extended as mutually agreed by the Parties in a written amendment to this Agreement. (** comment - 위 조항은 성공적인 결과가 나올 때까지 계약이 지속된다는 의미로 C에 매우 가혹합니다가혹함. 위 조건문에서 “not”을 삭제하는 방안이 첫번째 대안이고방안, 그게 불가능하다면 그것이 어렵다면 효력발생 후 6개월이라든지 6개월 등 가능한 확정기한을 삽입하는 방안이 두번째 대안으로 보입니다제한을 추가하는 대안 제시) This Agreement will terminate immediately if the Parties agree mutually, in writing, to termination. Representations, Warranties, and Liability Material is understood to be experimental in nature and may have hazardous properties. Original Material is being supplied to Recipient with no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. Neither Party will provide the other indemnification for any loss, claim, damage, or liability under this Agreement. Assignment Neither this Agreement nor any rights or obligations of either Party hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party. This Agreement will be binding upon the Parties and their respective successors and permitted assigns. Non-endorsement By entering into this Agreement, C does not directly or indirectly endorse any product or service that is or will be provided, whether directly or indirectly related to this Agreement, by Collaborator, its successors, permitted assigns, or licensees. Collaborator will not in any way state or imply that this Agreement is an endorsement of any such product or service. Survivability Articles 5, 6, 7, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9 and 9.10 will survive expiration or earlier termination of this Agreement. Severability The illegality or invalidity of any provisions of this Agreement will not impair, affect, or invalidate the other provisions of this Agreement. Governing Law The construction, validity, performance, and effect of this Agreement will be governed by the laws of the United States. C hereby submits to the jurisdiction of the federal courts of the United States. Entire Agreement This Agreement, together with all appendices, constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous oral or written agreements or communications between them with respect to the subject matter hereof. This Agreement may be amended only by written instrument signed by authorized representatives of C and Collaborator. Notices All notices pertaining to or required by this Agreement shall be in writing, shall be signed by an authorized representative and shall be delivered to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed: