Provision Language
9. TERMINATION AND WITHDRAWAL
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9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions].
9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1.
9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement.
9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement.
9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party.
9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely.
9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel.
9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party.
9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.