Master Alliance Provisions Guide (MAPGuide)

Fiocruz – AstraZeneca, COVID-19 Technological Order Agreement

  • Term & termination | Termination & withdrawal

7. Representations and Warranties

7.2 The Contracting Parties specifically declare and guarantee that they:


II – are aware that Contractor and OUI [Oxford University Innovation] signed the AZUK–OUI Agreement, having as object, among others, the research for the development of the Covid–19 Vaccine and the licensing of patents and know–how, which is why the continuity of the this Agreement is related to the continuation of the AZUK–OUI Agreement, and the expiration or termination of the AZUK–OUI Agreement shall automatically and necessarily results in the termination of this Agreement, under the terms of clause 19.

14.  Assignment and Subcontracting


14.9 Contractor may terminate this Agreement, the Exhibits and other ancillary or related contracts if the Contracting Parties are acquired or incorporated by a private enterprise, as provided for in the clause 19.7 below.

19. Agreement Termination

19.1 The Parties may terminate this Agreement amicably, by agreement between the Parties, pursuant to art. 79, caput, item II, of Law No. 8.666, of 1993.

19.2 Additionally to the other cases of termination provided for in this Agreement, the Agreement may be terminated by either Party by written notification, in the following cases:

I – if the other Party fails to fulfill any of its obligations under this Agreement and its Exhibits and does not remedy the breach within thirty (30) calendar days, except if there is a specific cure period agreed to in this Agreement or provided in the applicable laws after being notified. In this case, the right to claim damages (clause 18 of this Agreement) for breach of contract will not be affected.

I.I – Contracting Parties recognize and agree that the remediation term agreed in item ‘I’ above does not apply to late payment, pursuant to clause 9.10 above.

II – if the other Party (i) becomes insolvent or has declared bankruptcy; (ii) makes an assignment for the benefit of creditors, (iii) judicial or extrajudicial recovery; (iv) dissolution or liquidation, except for the cases provided for in clause 14 above; or (v) admit, in writing, to the other Party or publicly admit, in writing, the inability thereof to fulfil the obligations, except as provided for in clause 9.10 above; and/or

III – if the other Party fails to comply with the anti–corruption and anti–bribery obligations provided for in the corresponding legislation.

19.3 The Contracting Parties may terminate this Agreement unilaterally upon notification with immediate effect to Contractor in the following cases:

I – in the situations provided for in items I to XII, XVII and XVIII or art. 78 of Law No. 8.666, dated 1993, and with the consequences indicated in art. 80 of the same Law, without prejudice to the application of any applicable sanctions; and

II – when the technical or economic unfeasibility of the RD&I Project is verified pursuant to paragraph 2 or art. 28 of Decree No. 9,283 dated 2018.

19.4 The cases of contractual termination will be formally motivated in the records of the administrative process, ensuring the right to contradict and wide defense.

19.5 Contractor recognizes the rights of Contracting Parties in the event of administrative termination provided for in art. 77 of Law No. 8,666 dated 1993.

19.6 The termination term, whenever possible, will be preceded by:

I – statement of contractual events already fulfilled or partially fulfilled;

II – list of payments already made and still due; and

III – indemnities and fines.

19.7 in addition to the other cases of termination provided for in this Agreement, contractor may terminated the Agreement for cause, by means of written notification with immediate effect in the following situations:

[Items I & II redacted]

III – if Contracting Parties or one of them: (i) is acquired by a private company for profit; (ii) reorganized to form a private company for profit;

[Item IV redacted].