TERM, TERMINATION AND ASSIGNABILITY Clause Samples
The 'Term, Termination and Assignability' clause defines the duration of the agreement, the conditions under which it can be ended by either party, and the circumstances in which rights or obligations under the contract may be transferred to another party. Typically, this clause specifies the start and end dates of the contract, outlines procedures for early termination such as notice requirements or breach events, and sets rules for assigning the contract to third parties, often requiring prior written consent. Its core function is to provide clear guidelines for how and when the contractual relationship can be concluded or transferred, thereby reducing uncertainty and managing risk for all parties involved.
TERM, TERMINATION AND ASSIGNABILITY. 6.1 The rights and obligations under this Agreement shall remain in effect unless and until terminated in accordance with this Section 6; provided however, if there is no Closing, this Agreement shall be null and void ab initio and have no legal force or effect.
6.2 SELLER shall have the right to terminate any or all licenses granted to BUYER under this Agreement, in whole or in part, if:
(a) BUYER fails at any time to make any payment required herein or in the APA; or
(b) BUYER intentionally and materially breaches any term or condition relating to intellectual property misuse or confidentiality provisions under this Agreement, and if BUYER does not cure such breach within [*] after written notice from SELLER to BUYER specifying the nature of such breach (“Cure Period”) or, if such breach is not curable, the BUYER fails to take reasonable corrective steps during the Cure Period to prevent further occurrences of such material breach.
6.3 In addition, in the event that BUYER engages in or suffers any of the following events of default:;
(a) becomes insolvent, is dissolved or liquidated, files or has filed against it a petition in bankruptcy, dissolution, or liquidation or similar action filed by or against it, is adjudicated as bankrupt, or has a receiver appointed for its business; or
(b) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity;
(c) then BUYER shall promptly notify SELLER in writing that such event has occurred. If any default as specified above in this Section 6.3 is not cured, or an acceptable plan for such cure is not proposed within [*] after written notice from SELLER specifying the nature of the default, SELLER shall have the right to terminate this Agreement, subject to Section 6.5, by giving written notice of termination to BUYER.
6.4 If BUYER is acquired by a third party, thereby becoming a Subsidiary of the third party, if BUYER notifies SELLER in writing prior to said acquisition, BUYER may retain its rights hereunder so long as such acquiring third party accepts the obligations of this Agreement and unless one of the following applies (in which case the Agreement will terminate):
(a) SELLER has an unresolved intellectual property dispute with said third party;
(b) SELLER has ongoing litigation with said third party in which the claim is for injunctive relief or specific performance or damages in excess of [*].
6.5 Except as expressly permitted herein, neither BUYER nor SE...
TERM, TERMINATION AND ASSIGNABILITY a. The term of this Agreement shall be from the Effective Date until the expiration of the last to expire INTERGRAPH PATENTS on February 25, 2009.
b. In the event of any material breach of this Agreement by either PARTY hereto, if such breach is not corrected within thirty (30) days after written notice describing such breach, this Agreement and all licenses and rights hereunder shall be terminated without any further notice.
c. Except as provided in this Section, neither party shall assign or transfer this Agreement (including any right or interest therein) or delegate any obligation under this Agreement to any third party, without the other party's prior written consent. For purposes of this Section, an "assignment" by GATEWAY under this Section shall include the assignment of this Agreement (including any right or interest therein) or delegation of any obligation under this Agreement, and shall be deemed to include, without limitation, the following: (a) a change in the beneficial ownership of GATEWAY of greater than fifty percent (50%) (whether in a single transaction or a series of related transactions to a single entity); or (b) the acquisition of more than fifty percent (50%) of GATEWAY's voting stock (or of non-voting securities convertible into voting stock) by another party (whether in a single transaction or series of related transactions to a single entity). Any attempted assignment in contravention of this Section shall be void and ineffective.
d. The rights or privileges provided for in this Agreement may not be assigned or transferred by GATEWAY except as specifically set forth herein or with the prior written consent of IHTC.
e. IHTC agrees that if it attempts to sell, assign or otherwise transfer any patent under which a license has been granted pursuant to paragraph 4 of this Agreement, that sale, assignment or transfer shall be made subject to the terms and conditions of this Agreement.
f. The PARTIES agree that Sections 2, 3, 4, 5(b), 5(c), 6, 7, 10(k), 10(m) and 11 shall survive the termination or expiration of this Agreement.
TERM, TERMINATION AND ASSIGNABILITY. 6.1 The term of this Agreement shall be from the EFFECTIVE DATE through the entire unexpired term of the MOTOROLA PATENTS licensed herein unless otherwise terminated as provided herein.
6.2 In the event of any material breach of this Agreement by either party hereto, if such breach is not corrected within thirty (30) days after written notice of intent to terminate for breach to the breaching party describing such breach, this Agreement may be terminated forthwith by further written notice to that effect from the party noticing the breach. In the event of termination of this Agreement by one party pursuant to this Section 6.3, the licenses and rights granted to or for the benefit of that one party hereto, depending upon which party is doing the terminating, shall survive such termination and shall extend for the full term of this Agreement, but the licenses and rights granted to or for the benefit of the breaching party shall terminate as of the date termination takes effect. Except for sublicenses under the MOTOROLA PATENTS granted to OMNIVIEW and its Subsidiary(ies), termination of this Agreement shall not affect any rights of sublicenses granted prior to the notice of intent to terminate.
6.3 SUCCESSORS shall be entitled to assume all rights, benefits, responsibilities and obligations of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by replacing the SUCCESSORS name for the name of the acquired party.
6.4 SUBSIDIARY(IES) shall be entitled to receive all rights and benefits of this Agreement by sending written notice to the other party, and this Agreement shall thereafter be interpreted by including the name of such SUBSIDIARY(IES) with the name of the party with which the SUBSIDIARY(IES) are affiliated. Each party shall remain directly responsible for the performance by SUBSIDIARY(IES) of the responsibilities and obligations of this Agreement.
6.5 OMNIVIEW may exercise its right to sublicense a third party by sending written notice to MOTOROLA of the name, address, and other relevant contact information for the third party sublicensee.
6.6 Except as provided in Paragraphs 6.3 through 6.5, neither this Agreement nor any of its benefits, rights, privileges, or obligations hereunder shall be directly or indirectly assigned, transferred, divided, shared or sublicensed by either party to or with any individual, firm, corporation or association whatsoever without the prior written consent of the...
TERM, TERMINATION AND ASSIGNABILITY. 6.1 The term of this Agreement shall be from the EFFECTIVE DATE until July 1, 2008, unless earlier terminated as elsewhere provided in this Agreement.
6.2 In the event of any breach of this Agreement by either party hereto (including CHARTERED's obligation to make payments under Section 4), if such breach is not EXECUTION COPY corrected within forty-five (45) days after written notice describing such breach, this Agreement may be terminated forthwith by further written notice to that effect from the party noticing the breach.
6.3 Either party hereto shall also have the right to terminate this Agreement forthwith by giving written notice of termination to the other party at any time, upon or after:
6.3.1 the filing by such other party of a petition in bankruptcy or insolvency; or
6.3.2 any adjudication that such other party is bankrupt or insolvent; or
6.3.3 the filing by such other party of any legal action or document seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; or
6.3.4 the appointment of a receiver for all or substantially all of the property of such other party; or
6.3.5 the making by such other party of any assignment for the benefit of creditors; or
6.3.6 the institution of any proceedings for the liquidation or winding up of such other party's business or for the termination of its corporate charter.
6.4 In the event of termination of this Agreement by one party pursuant to Section 6.2, the licenses and rights granted to or for the benefit of that one party hereto and its SUBSIDIARIES under MOTOROLA PATENTS or CHARTERED PATENTS, as the case may be, depending upon who is the party doing the terminating, shall survive such termination and shall extend for the full term of this Agreement, but the licenses and rights granted to or for the benefit of the other party shall terminate as of the date termination takes effect.
6.5 At such time as is mutually agreeable, at the written request of either party hereto to the other party hereto, but in no event less than six (6) months prior to the expiration of this Agreement, the parties hereto shall discuss the possible extension of or the renewal of the term of this Agreement, including the possible amendment of the provisions thereof. In no event shall a patent licensed hereunder be excluded from the extension or renewal unless one party can make a prima facie showing that the other party has (i) misused the intellectual property right...
TERM, TERMINATION AND ASSIGNABILITY. 5.1 The licenses granted in Sections 2.1 and 2.2 with respect to Licensed Products shall remain in effect unless terminated in accordance with this Section 5.0. The patent license granted in Section 2.3 with respect to R-F Licensed Products shall remain in effect for a period of five (5) years from the Effective Date, unless terminated in accordance with this Section 5 or extended pursuant to the option granted in Section 2.6. The patent license granted to IBM in Section 2.7 shall remain in effect for a period of five (5) years from the Effective Date.
TERM, TERMINATION AND ASSIGNABILITY a. The term of this Agreement shall be from the Effective Date until the expiration of the last to expire of the Patents licensed hereunder.
b. The license granted to Dell in Section 4(b) shall terminate if, after thirty (30) days notice to Dell and Intel, Dell or its SUBSIDIARIES or AFFILIATES continue to assert or threaten to assert, anywhere in the world, against Intergraph or its SUBSIDIARIES or AFFILIATES any claim or claims (other than as a counterclaim to a patent infringement action initiated against Dell by Intergraph, its affiliate or assignee) contained in one or more patents owned, controlled by, assigned to or otherwise acquired by Dell or its SUBSIDIARIES or AFFILIATES at any time prior to the expiration of the last-to-expire Intergraph patent licensed under Section 4(b).
c. The rights or privileges provided for in this Agreement may not be assigned or transferred by Intel or Dell except as specifically set forth herein or with the prior written consent of Intergraph.
TERM, TERMINATION AND ASSIGNABILITY. 5.1 The licenses granted in Section 2.1 and Section 2.3 shall remain in effect for a period of twenty-five (25) years from the Effective Date, unless terminated in accordance with this Section 5 or extended pursuant to the option granted in Section 2.6.
5.2 If LICENSEE is in material breach of its obligations hereunder with respect to Licensed Equipment and PTH provides written notice to LICENSEE specifying the nature of such breach, LICENSEE shall either cure such breach or produce a plan for such cure reasonably acceptable to PTH within sixty (60) days after such written notice. If LICENSEE does not provide a plan for cure, or comply with a plan reasonably acceptable to PTH, PTH shall have the right to terminate the licenses granted to LICENSEE with respect to Licensed Equipment under this Agreement by giving written notice of termination to LICENSEE. For purposes of this Section 5.2, a material breach by LICENSEE shall mean and be limited to: (i) an intentional and continuing breach of its obligations under Section 3 hereof or of the license restrictions in Section 2 hereof with respect to Licensed Information relating to Licensed Equipment; or (ii) LICENSEE being more than One Hundred Thousand Dollars ($100,000) in arrears on its payment obligations herein that are not otherwise subject to a good faith dispute between PTH and LICENSEE.
5.3 If LICENSEE is in material breach of its obligations hereunder with respect to PTH Licensed Information and PTH provides written notice to LICENSEE specifying the nature of such breach, LICENSEE shall either cure such breach or produce a plan for such cure reasonably acceptable to PTH within sixty (60) days after such written notice. If LICENSEE does not provide a plan for cure, or comply with a plan reasonably acceptable to PTH, PTH shall have the right to terminate the licenses granted to LICENSEE with respect to PTH Licensed Equipment under this Agreement by giving written notice of termination to LICENSEE. For purposes of this Section 5.3, a material breach by LICENSEE shall mean and be limited to an intentional and continuing breach of its obligations under Section 3 hereof or of the license restrictions in Section 2 hereof with respect to Licensed Information relating to PTH Licensed Equipment.
5.4 In addition, in the event that LICENSEE engages in or suffers any of the following events of default:
(a) is dissolved or liquidated, files or has filed against it a petition in bankruptcy, reorganization, dissolutio...
TERM, TERMINATION AND ASSIGNABILITY. 6.1 This Agreement shall remain in effect until terminated in accordance with this Section 6. For the avoidance of doubt however, unless there is a Closing, this Agreement shall be null and void ab initio and have no effect.
6.2 SELLER shall have the right to terminate this Agreement or any or all licenses and any other rights granted to BUYER under this Agreement, in whole or in part, if:
(a) BUYER fails at any time to make any payment required in the Asset Purchase Agreement referred to herein) or materially breaches any term or condition of this Agreement or the Asset Purchase Agreement, and if BUYER does not cure such failure (including the payment of any interest) or breach within thirty (30) days after written notice from SELLER to BUYER specifying the nature of such failure or breach;
(b) BUYER materially breaches any term or condition relating to intellectual property matters under the Intellectual Property Agreement, Patent License Agreement or Confidential Disclosure Agreement, and if BUYER does not cure such breach within thirty (30) days after written notice from SELLER to BUYER specifying the nature of such breach; or
(c) SELLER terminates for cause, in whole or in part, the Asset Purchase Agreement; or
(d) BUYER's customer materially breaches a sublicense granted by BUYER to such customer under Section 4.10 and BUYER fails to cure or terminate such sublicense within 60 days after written notice from SELLER to BUYER specifying such sublicense breach. For avoidance of doubt, distributing source code by a sublicensee is a material breach.
TERM, TERMINATION AND ASSIGNABILITY