Common use of Agreement Term and Termination Clause in Contracts

Agreement Term and Termination. 9.1 This Agreement shall become effective upon the Effective Date and shall continue in effect for the Agreement Term unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the Agreement Term for additional periods as desired under mutually agreeable terms and conditions which the parties shall reduce to writing and sign. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. 9.2 In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within twenty (20) days (except with respect to a default or breach relating to the insurance requirements of Article 11 hereof, for which the cure period shall be one (1) business day) after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice. 9.3 In the event of termination of this Agreement prior to the completion of the Agreement Term, whether for breach or for any other reason whatsoever, University shall be entitled to retain from the payments made by Sponsor prior to termination University’s reasonable costs of concluding work in progress on the Project. Allowable costs include, without limitation, all costs or noncancellable commitments incurred prior to the receipt, or issuance, by University of the notice of termination, and the full cost of each employee, student and faculty member supported under the Project through the end of such commitments. In the event of termination, University shall submit a final report of all costs incurred and all funds received under this Agreement within sixty (60) days after the effective termination date. The report shall be accompanied by a check in the amount of any excess of funds advanced over costs and allowable commitments incurred. In case of a deficit of funds, Sponsor shall pay University the amount needed to cover costs and allowable commitments incurred by University under this Agreement. 9.4 Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. Futhermore, no termination or expiration of this Agreement, however effectuated, shall release the parties hereto from their respective rights and obligations under Articles 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 19, which such Articles shall survive in their entirety any termination or expiration of this Agreement.

Agreement Term and Termination. 9.1 4.1 This Agreement shall become commence on the effective upon the Effective Date date and shall continue in full force and effect for until the expiration date of the last of the Licensed Patents upon payment by IRE of Ten Thousand ($10,000) Dollars on the effective date. All such payments made under this section shall be non-refundable and shall not be credited against any other payments or amounts made under this Agreement. 4.2 If after four (4) years from the date of this License IRE has not commercially developed the subject technologies to a reasonable level, CardGuard shall have a right to terminate this License Agreement Term unless sooner terminated subject to any sublicense then in accordance with effect by paying an amount of Ten Thousand ($10,000) Dollars to IRE. In the event CardGuard elects to terminate this License Agreement, IRE may terminate any license agreement granted to CardGuard under Section 3.8. Should CardGuard so elect, IRE will have an option to require CardGuard to repurchase IRE's CardGuard stock or any portion thereof at the subscription price set forth in this Agreement. 4.3 It is expressly agreed that, notwithstanding the provisions of any other section of this Article. The parties hereto mayAgreement, howeverif IRE should fail to deliver to CardGuard any royalty at the time or times that the same should be due to CardGuard or if IRE should in any material respect violate or fail to keep or perform any covenant, extend condition, or undertaking of this Agreement on its part to be kept or performed hereunder, then and in such event CardGuard shall have the Agreement Term for additional periods as desired under mutually agreeable terms right to cancel and conditions which the parties shall reduce to writing and sign. Either party may terminate this Agreement upon Agreement, and the license herein provided for, by written notice to IRE if IRE has failed to cure any such breach within thirty (30) days prior of receipt of written notice from CardGuard describing such breach. IRE's right to cure a breach will apply only to the first two breaches properly noticed under the terms of this Agreement, regardless of the nature of those breaches. Any subsequent breach by IRE will entitle CardGuard to terminate this Agreement upon proper notice. 4.4 If any one party should be adjudged bankrupt or otherwise enter bankruptcy, then the other party shall have the right to cancel and terminate this Agreement and the license herein provided for by providing written notice to the other one party. 9.2 In the event that either party hereto shall commit 4.5 Any termination or cancellation under any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within twenty (20) days (except with respect to a default or breach relating to the insurance requirements of Article 11 hereof, for which the cure period shall be one (1) business day) after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice. 9.3 In the event of termination provision of this Agreement prior shall not relieve IRE of its obligation to pay any royalty of other fees (including legal fees and costs pursuant to section 3.5 hereof) due or owed at the completion of the Agreement Term, whether for breach or for any other reason whatsoever, University shall be entitled to retain from the payments made by Sponsor prior to termination University’s reasonable costs of concluding work in progress on the Project. Allowable costs include, without limitation, all costs or noncancellable commitments incurred prior to the receipt, or issuance, by University of the notice of termination, and the full cost of each employee, student and faculty member supported under the Project through the end time of such commitments. In the event of cancellation or termination, University shall submit a final report of all costs incurred and all funds received under this Agreement within sixty (60) days after the effective termination date. The report shall be accompanied by a check in the amount of any excess of funds advanced over costs and allowable commitments incurred. In case of a deficit of funds, Sponsor shall pay University the amount needed to cover costs and allowable commitments incurred by University under this Agreement. 9.4 Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. Futhermore, no termination or expiration of this Agreement, however effectuated, shall release the parties hereto from their respective rights and obligations under Articles 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 19, which such Articles shall survive in their entirety any termination or expiration of this Agreement.

Agreement Term and Termination. 9.1 10.1 This Agreement shall become effective upon the Effective Date and shall continue in effect for the Agreement Term unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the Agreement Term for additional periods as desired under mutually agreeable terms and conditions which the parties shall reduce to writing and sign. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. 9.2 10.2 In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within twenty (20) days (except with respect to a default or breach relating to the insurance requirements of Article 11 12 hereof, for which the cure period shall be one (1) business day) after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice. 9.3 10.3 In the event of termination of this Agreement prior to the completion of the Agreement Term, whether for breach or for any other reason whatsoever, University shall be entitled to retain from the payments made by Sponsor prior to termination termination, University’s reasonable costs of concluding work in progress on the Project. Allowable costs include, without limitation, all costs or noncancellable commitments incurred prior to the receipt, or issuance, by University of the notice of termination, and the full cost of each employee, student and faculty member supported under the Project through the end of such commitments. In the event of termination, University shall submit a final report of all costs incurred and all funds received under this Agreement within sixty (60) days after the effective termination date. The report shall be accompanied by a check in the amount of any excess of funds advanced over costs and allowable commitments incurred. In case of a deficit of funds, Sponsor shall pay University the amount needed to cover costs and allowable commitments incurred by University under this Agreement. 9.4 10.4 Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. Futhermore, no termination or expiration of this Agreement, however effectuated, shall release the parties hereto from their respective rights and obligations under Articles 43, 5, 6, 7, 8, 99.2, 10, 11, 12, 13, 14, 15 15, 16, 19 and 1921, which such Articles shall survive in their entirety any termination or expiration of this Agreement.

Agreement Term and Termination. 9.1 8.1. This Agreement shall become effective upon the Effective Date and shall continue in effect expire immediately after the Consignment Period expires unless earlier terminated (1) by either party upon ninety (90) days notice that it desires to terminate this Agreement without cause for its convenience or (2) by either party pursuant to Section 8.2. 8.2. In the Agreement Term unless sooner terminated in accordance with event of a material breach of the provisions of this Article. The parties hereto may, however, extend the Agreement Term for additional periods as desired under mutually agreeable terms and conditions which of this Agreement by either party, the parties other party shall reduce have the right to writing and sign. Either party may terminate this Agreement upon by notice in writing, if such breach or failure is not remedied by the breaching party within thirty (30) days prior after written notice to describing such breach has been given by terminating party except that the other partycure period for payments due under Section 5 shall be ten (10) days for the first breach and two (2) business days for subsequent breaches.. ** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 9.2 8.3. In the event that either party hereto CMD shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within twenty (20) days (except with respect to a default or breach relating to the insurance requirements of Article 11 hereof, for which the cure period shall be one (1) business day) after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice for cause or SPEL shall terminate this Agreement without cause, then SPEL shall stop the use of termination in writing the Equipment and return the Equipment which is listed as test equipment to CMD. CMD may if it desires inspect the Equipment at the Facility before the return of the Equipment. SPEL shall pay for the cost of returning the Equipment from SPEL to CMD, including without limitation, shipping and insurance costs. As to the other party Equipment which is listed as assembly equipment, CMD shall have the option of requesting that such Equipment be shipped as CMD directs at its cost or to cause SPEL to purchase such effect, and such termination Equipment from CMD. The purchase price shall be effective as equal to the original price of such Equipment less an amount equal to the cumulative amount previously paid under Section 5 times the ratio of the date original cost of that assembly Equipment being purchased to the receipt original cost of such noticeall Equipment listed on Schedule 1. 9.3 8.4. In the event that SPEL shall terminate this Agreement for cause or CMD shall terminate this Agreement without cause, then SPEL shall stop the use of the Equipment and return the Equipment which is listed as test equipment to CMD and CMD shall owe SPEL an amount equal to the cumulative amount previously paid under Section 5 times the ratio of the original cost of such test Equipment to the original cost of all Equipment listed on Schedule 1 plus, as to the Equipment which is test equipment, the cost of replacement internal circuit boards unless caused by SPEL’s negligence, accident, or failure of periodic maintenance schedule provided that SPEL has informed CMD during the term of the Agreement whenever a replacement internal circuit board is required and its cost. As to the Equipment which is listed as assembly equipment, SPEL shall have the option of purchasing such Equipment from CMD or shipping such Equipment as CMD directs at CMD’s cost. The purchase price shall be equal to the original price of such Equipment less an amount equal to the cumulative amount previously paid under Section 5 times the ratio of the original cost of that assembly Equipment being purchased to the original cost of all Equipment listed on Schedule 1. CMD may if it desires inspect the Equipment at the Facility before the return of the Equipment. CMD has to pay for the cost of returning such Equipment from SPEL to CMD, including without limitation, shipping and insurance costs. SPEL will obtain CMD’s prior approval and will bxxx CMD for the actual cost of these services. 8.5. The rights and obligations of the parties under Sections 6, 8, and 9 shall survive any expiration or termination of this Agreement prior to the completion of the Agreement Term, whether for breach or for any other reason whatsoever, University shall be entitled to retain from the payments made by Sponsor prior to termination University’s reasonable costs of concluding work in progress on the Project. Allowable costs include, without limitation, all costs or noncancellable commitments incurred prior to the receipt, or issuance, by University of the notice of termination, and the full cost of each employee, student and faculty member supported under the Project through the end of such commitments. In the event of termination, University shall submit a final report of all costs incurred and all funds received under this Agreement within sixty (60) days after the effective termination date. The report shall be accompanied by a check in the amount of any excess of funds advanced over costs and allowable commitments incurred. In case of a deficit of funds, Sponsor shall pay University the amount needed to cover costs and allowable commitments incurred by University under this Agreement. 9.4 Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. Futhermore, no termination or expiration of this Agreement, however effectuated, shall release the parties hereto from their respective rights and obligations under Articles 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 19, which such Articles Section 7 shall survive in their entirety any termination or expiration of this Agreement.