Common use of Termination by Corporation Clause in Contracts

Termination by Corporation. During the Initial Period, the Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Appears in 3 contracts

Samples: Services Agreement (CrowdGather, Inc.), Services Agreement (CrowdGather, Inc.), Services Agreement (CrowdGather, Inc.)

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Termination by Corporation. During the Initial Period, the The Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Appears in 1 contract

Samples: Services Agreement (CrowdGather, Inc.)

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Termination by Corporation. During the Initial PeriodTerm, the Corporation may terminate this Agreement at any time for Good Cause (as defined below). A termination shall be for “Good Cause” if the Contractor, in the subjective good faith opinion of the Corporation, (i) commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (ii) materially breaches this Agreement or the Corporation’s written Code of Ethics as adopted by the Board of Directors; (iii) commits a willful, reckless or grossly negligent violation of any applicable state or federal law or regulation; (iv) fails to or refuses (whether willful, reckless or negligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Corporation first provides Contractor with written notice to cure, such notice to cure shall reasonably specify the acts or omissions that constitute Contractor’s failure or refusal to perform Contractor’s duties, and Contractor shall have reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct Contractor’s failure or refusal to perform Contractor’s duties, and the termination shall be effective as of the date of written notice to cure; or (iv) commits any other act that materially impairs the ability of the Corporation to conduct its business. In the event that the Corporation terminates this Agreement for “Good Cause”, the Corporation shall have no further obligations hereunder after the effective date of said termination and the Corporation may thereafter seek to recover any damages or other legal remedies it would have against the Contractor. Subsequent to the Initial Period, the Corporation may terminate this Agreement at any time for any reason by giving written notice to Contractor.

Appears in 1 contract

Samples: Services Agreement (CrowdGather, Inc.)

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