20. Term and Termination
[This Clause 20 describes the termination provisions and effects of termination of this Agreement.]
20.1 Term. This Agreement shall commence on the Effective Date identified in the Agreement Summary and will continue in full force and effect until the activities set out in the IPDP and all agreed Work Packages have been completed, or as otherwise terminated pursuant to this Clause 20 (the “Term”).
20.2 Termination for Default. If either Party (the “Defaulting Party”):
a. breaches a material obligation in this Agreement and either fails to cure that breach within a cure period of thirty (30) Business Days (or longer time agreed in writing) after notice from the other Party (the “Terminating Party”) or if that breach is not capable of cure; or
b. makes any arrangement with its creditors, resolves to or undergoes any insolvency proceeding anywhere in the world (except for the purpose of solvent amalgamation or reconstruction)
then the Terminating Party may terminate this Agreement by giving written notice of termination to the Defaulting Party effective immediately or at the end of any cure period if later.
20.3 Additional CEPI Termination Rights. In addition, CEPI shall be entitled to terminate this Agreement with immediate effect by providing written notice to Awardee in the following circumstances:
a. if CEPI reasonably determines that Awardee is unable, or will become unable, to discharge its obligations under this Agreement, for example if key personnel or technology resources required for successful completion of the Project become unavailable to Awardee, and Awardee does not promptly and reasonably alleviate CEPI’s concerns;
b. there are safety, regulatory or ethical issues with continuing the Project, as reasonably determined by CEPI; or
c. Awardee does not satisfy the criteria in Clause 4.5 required for CEPI to pay funding tranches under a Work Package and fails to satisfy those criteria in full within a cure period of thirty (30) Business Days (or longer time agreed in writing) after notice from CEPI.