Common use of Expiration/Termination Clause in Contracts

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to Eleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleven, unless Eleven specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven all Work Product made through expiration or termination; (c) Eleven will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven all Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement.

Appears in 2 contracts

Samples: Consulting Agreement (Eleven Biotherapeutics, Inc.), Consulting Agreement (Eleven Biotherapeutics, Inc.)

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Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to Eleventhe Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleventhe Company, unless Eleven the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven the Company all Work Product made through expiration or termination; (c) Eleven the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven the Company all Eleven Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 33 (last sentence), 4, 5, 6, 7, 8, 9 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement.

Appears in 2 contracts

Samples: Consulting Agreement (Spyre Therapeutics, Inc.), Consulting Agreement (Spyre Therapeutics, Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms ExhibitExhibit A, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven Viridian may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to ElevenViridian. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleventhe Company, unless Eleven the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven the Company all Work Product made through expiration or termination; (c) Eleven the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven Company all Eleven Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement.

Appears in 2 contracts

Samples: Consulting Agreement (Viridian Therapeutics, Inc.\DE), Consulting Agreement (Viridian Therapeutics, Inc.\DE)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with or without cause upon not less a 3rd party for greater than ten twenty (1020) days’ prior written notice to Consultanthours per week. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty thirty (6030) days’ prior written notice to ElevenCivitas. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Eleven Civitas will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenCivitas, unless Eleven Civitas specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven Civitas all Work Product made through expiration or termination; (c) Eleven Civitas will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed Consultant under this Agreement and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven Civitas all Eleven Civitas Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

Appears in 2 contracts

Samples: Consulting Agreement (Civitas Therapeutics, Inc.), Consulting Agreement (Civitas Therapeutics, Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties Parties (the “Term”). Eleven Subject to BeiGene’s early termination right set forth in Section 12, BeiGene may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to ElevenBeiGene. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party Party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven BeiGene will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenBeiGene, unless Eleven BeiGene specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven BeiGene all Work Product made through expiration or termination; (c) Eleven BeiGene will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized authorized, non-cancelable expenses actually incurredincurred that cannot be mitigated; (d) Consultant will immediately return to Eleven BeiGene all Eleven BeiGene Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions conditions, and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10, 11 and 10 13, and all other sections which by their nature shall survive expiration or termination of this Agreement, will survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (BeiGene, Ltd.)

Expiration/Termination. The term of Deciphera’s engagement of Consultant pursuant to this Agreement (the “Engagement”) will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 12 or extended by mutual written agreement of the parties (the “Term”). Eleven Deciphera may terminate this Agreement the Engagement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement the Engagement at any time with or without cause upon not less than sixty (60) days’ Exhibit 10.1 prior written notice to ElevenDeciphera. Any expiration or other termination of this Agreement the Term shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or other termination of this Agreementthe Term, neither Consultant nor Eleven Deciphera will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenDeciphera, unless Eleven Deciphera specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven Deciphera all Work Product made through expiration or terminationother termination of the Term; (c) Eleven Deciphera will pay Consultant any monies due and owing Consultant, up to the time of expiration or other termination or expirationof the Term, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven Deciphera all Eleven Deciphera Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 13.2 to 13.11 inclusive will survive expiration or other termination of this Agreementthe Term.

Appears in 1 contract

Samples: Consulting Agreement (Deciphera Pharmaceuticals, Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty thirty (6030) days’ days prior written notice to Eleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleven, unless Eleven specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven all Work Product made through expiration or termination; (c) Eleven will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven all Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (Eleven Biotherapeutics, Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “TermTerm of Engagement” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 8 or extended by mutual written agreement of the parties (the “Term”). Eleven Company may terminate this Agreement at any time with or without cause upon not less than ten thirty (1030) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty thirty (6030) days’ prior written notice to ElevenCompany. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenCompany, unless Eleven Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven all Work Product made through expiration or termination; (c) Eleven Company will pay Consultant any accrued monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (c) Company shall have a surviving obligation to pay Consultant the Transaction Bonus as outlined in the Business Terms Exhibit, irrespective of whether or not a Broker-Dealer was engaged by Company, if a Transaction is consummated within 15 months of the expiration or termination date and this Agreement was not terminated by Company for cause; (d) upon Company’s request, Consultant will immediately return to Eleven promptly destroy all Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this AgreementAgreement with the exception of (i) one (1) copy of any such Confidential Information that shall be securely isolated by Consultant solely for the purposes of compliance with this Agreement and (ii) any ordinary course of business electronic archival back-up copies of such Confidential Information securely maintained by the Consultant; and (e) the terms, conditions and obligations under Sections 34, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For clarity, the last sentence of Section 4 will not survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (XORTX Therapeutics Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven SESEN may terminate this Agreement at any time with or without cause upon not less than ten five (105) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to Eleven. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven SESEN will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenSESEN, unless Eleven SESEN specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven SESEN all Work Product made through expiration or termination; (c) Eleven SESEN will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven SESEN all Eleven SESEN Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement; and (f) SESEN will retain its obligations under the Separation Agreement, including, but not limited to any obligation to make a payment to Consultant under Section 4 of the Separation Agreement. For the sake of clarity, in the event that Consultant does not sign or revokes his signature to that Separation and General Release Agreement between Consultant and SESEN dated the same date hereof (“Separation Agreement”), this Agreement shall be deemed null and void.

Appears in 1 contract

Samples: Consulting Agreement (Sesen Bio, Inc.)

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Expiration/Termination. The term of Deciphera’s engagement of Consultant pursuant to this Agreement (the “Engagement”) will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 12 or extended by mutual written agreement of the parties (the “Term”). Eleven Deciphera may terminate this Agreement the Engagement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement the Engagement at any time with or without cause upon not less than sixty (60) days’ prior written notice to ElevenDeciphera. Any expiration or other termination of this Agreement the Term shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or other termination of this Agreementthe Term, neither Consultant nor Eleven Deciphera will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenDeciphera, unless Eleven Deciphera specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven Deciphera all Work Product made through expiration or terminationother termination of the Term; (c) Eleven Deciphera will pay Consultant any monies due and owing Consultant, up to the time of expiration or other termination or expirationof the Term, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven Deciphera all Eleven Deciphera Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 13.2 to 13.11 inclusive will survive expiration or other termination of this Agreementthe Term.

Appears in 1 contract

Samples: Consulting Agreement (Deciphera Pharmaceuticals, Inc.)

Expiration/Termination. The term of this This Agreement will commence on the Effective Date and expire at continue for the end of the period Term specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”)parties. Eleven 2seventy bio may terminate this Agreement for breach by Consultant at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultanttime. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty ten (6010) days’ prior written notice to Elevennotice. The Parties may terminate this Agreement at any time by mutual consent. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven 2seventy bio will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Eleven2seventy bio, unless Eleven 2seventy bio specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven 2seventy bio all Work Product made through expiration or termination; (c) Eleven 2seventy bio will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven 2seventy bio all Eleven 2seventy bio Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (2seventy Bio, Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” as set forth under Section of the Business Terms Exhibit1, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties Parties (the “Term”). Eleven BeiGene may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to ElevenBeiGene. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party Party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven BeiGene will have any further obligations under this Agreement, except that (ai) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenBeiGene, unless Eleven BeiGene specifies in the notice of termination that Consulting Services in progress should be completed; (bii) Consultant will deliver to Eleven BeiGene all Work Product made through expiration or termination; (ciii) Eleven BeiGene will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized authorized, non-cancelable expenses actually incurredincurred that cannot be mitigated; (div) Consultant will immediately return to Eleven BeiGene all Eleven BeiGene Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (ev) the terms, conditions conditions, and obligations under Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 11, and all other sections which by their nature shall survive expiration or termination of this Agreement, will survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (BeiGene, Ltd.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” "Term of Engagement" Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 8 or extended by mutual written agreement of the parties (the "Term"). Eleven Company may terminate this Agreement at any time with or without cause upon not less than ten thirty (1030) days' prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty thirty (6030) days' prior written notice to ElevenCompany. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenCompany, unless Eleven Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven all Work Product made through expiration or termination; (c) Eleven Company will pay Consultant any accrued monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (c) unless this Agreement is terminated for cause by Company within sixty (60) days of the Effective Date, Company shall have a surviving obligation to pay Consultant the Transaction Bonus as outlined in the Business Terms Exhibit, irrespective of whether or not a Broker-Dealer was engaged ​ ​ CONFIDENTIAL 3 ​ ​ by Company, if a Transaction is consummated within 15 months of the expiration or termination date and this Agreement was not terminated by Company for cause; (d) upon Company's request, Consultant will immediately return to Eleven promptly destroy all Eleven Materials and other Confidential Information and copies thereof provided to Consultant under this AgreementAgreement with the exception of (i) one (1) copy of any such Confidential Information that shall be securely isolated by Consultant solely for the purposes of compliance with this Agreement and (ii) any ordinary course of business electronic archival back-up copies of such Confidential Information securely maintained by the Consultant; and (e) the terms, conditions and obligations under Sections 34, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For clarity, the last sentence of Section 4 will not survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (XORTX Therapeutics Inc.)

Expiration/Termination. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms ExhibitSOW, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Eleven Astria may terminate this Agreement at any time with or without cause upon not less than ten thirty (1030) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty thirty (6030) days’ prior written notice to ElevenAstria. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Eleven Astria will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by ElevenAstria, unless Eleven Astria specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Eleven Astria all Work Product made through expiration or termination; (c) Eleven Astria will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Eleven Astria all Eleven Astria Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 32.1 (last sentence), 2.2, 3 (last sentence), 4, 5, 6, 7, 8, 9 9, and 10 and the DPA (if applicable) will survive expiration or termination of this Agreement.

Appears in 1 contract

Samples: Master Consulting Agreement (Astria Therapeutics, Inc.)

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