Common use of Payment after Termination Clause in Contracts

Payment after Termination. Upon termination of any Project Addendum or this Agreement pursuant to Section 3 below, Sponsor shall pay PPD all Direct Fees and Pass Through Costs for all Services, and any portion of Services, performed through the termination date. In Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL addition, Sponsor shall reimburse PPD for all future non-cancelable obligations (where such obligations were created as a result of a Project being authorized by Sponsor). Any funds held by PPD which shall be determined to be unearned shall be returned to Sponsor within ninety (90) days following conclusion of the Project including any wind down services, as long as no further funds are outstanding to PPD from Sponsor. Notwithstanding the foregoing, certain Services of PPD require greater utilization of resources at the outset such that compensation for such Services based on a percentage of milestones completed prior to PPD fully completing the milestones would work to the detriment of PPD. Accordingly, the parties agree that in the event of early termination, PPD shall be entitled to compensation for all completed and partially completed Services on a time and materials basis according to a calculation agreed upon by both parties.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement (Vascular Biogenics Ltd.)

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Payment after Termination. Upon termination of any Project Addendum or this Agreement pursuant to Section 3 below, Sponsor shall pay PPD all Direct Fees and Pass Through Costs for all Services, and any portion of Services, performed through the termination datedate within thirty (30) days of the termination date where feasible for PPD to calculate the final costs associated with Services performed within such a timescale, but in no case longer than sixty (60) days. In Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL addition, Sponsor shall reimburse PPD for all future non-cancelable obligations to third parties (where such obligations were created and agreed as a result of a Project being authorized by the Sponsor). Any funds held by PPD which shall be determined to be unearned shall be returned to Sponsor within ninety (90) days following conclusion of the Project including any wind down services, as long as no further funds are outstanding to PPD from SponsorProject. Notwithstanding the foregoing, certain Services of PPD require greater utilization of resources at the outset such that compensation for such Services based on a percentage of milestones completed prior to PPD fully completing the milestones would work to the detriment of PPD. Accordingly, the parties agree that in the event of early termination, at PPD’s sole but reasonable discretion, PPD shall be entitled to compensation for all completed and partially completed Services on a time and materials basis according for work actually conducted by PPD up to a calculation agreed upon by both partiesthe date of termination.

Appears in 1 contract

Samples: Master Services Agreement (Celldex Therapeutics, Inc.)

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Payment after Termination. Upon termination of any Project Addendum or this Agreement pursuant to Section 3 7 below, Sponsor shall pay PPD all Direct Fees and Pass Through Costs for all Services, and any portion of Services, Services performed through the termination date. In Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL addition, Sponsor shall reimburse PPD for all future reasonable, non-cancelable obligations to third parties (where such obligations were created as a result of a Project being authorized by the Sponsor)) that were incurred or to be incurred as provided in the applicable Project Addendum, otherwise as approved by Sponsor, or as reasonably required to ensure access to persons or assets required to perform the Services as described in the applicable Project Addendum; provided that the total amount payable under this Section 6.2 upon such a termination shall in no event exceed the amounts that would have been payable if the termination has not occurred and the Services had been performed in full. Any funds held by PPD which shall be determined shown by Sponsor to be unearned at the date of termination shall be returned to Sponsor within ninety forty-five (9045) days following conclusion of after the termination date of the Project including any wind down servicesAddendum or this Agreement, as long as no further funds are outstanding to PPD from Sponsorwhichever is applicable. Notwithstanding the foregoing, certain Certain Services of PPD require greater utilization of resources at the outset such that compensation for such Services services based on a percentage of milestones completed prior to PPD fully completing the milestones milestone would work to the detriment of PPD. Accordingly, the parties agree that in the event of early termination, PPD compensation for partially completed milestones shall be entitled to compensation for all completed and partially completed Services made on a time and materials basis according to a calculation agreed upon by both partiesbasis.

Appears in 1 contract

Samples: Master Services Agreement (Aastrom Biosciences Inc)

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