Provision Language
Definitions
“Funders” shall mean Third Parties that provide financial support to the Project or Funded Project, either through MPP or directly to Biovac.
“Funded Project” shall mean the Biovac activities described in the Scope of Work and financed by the Budget described in Annex 6.
10. TERM AND TERMINATION, SURVIVAL
10.1 This Agreement shall be deemed to come into effect on the Effective Date and shall continue for five years.
10.2 In the event the Funders reduce the funding for the Funded Project or the Project, the Parties will enter into good faith negotiations to determine if the Funded Project can be completed as originally anticipated or its scope must be modified. In the event of insufficient funding and the Parties cannot agree to a modified Scope of Work and Budget reasonably acceptable to the Funders, MPP may suspend this Agreement immediately. In the event of suspension of the Funded Project, Biovac will immediately cease incurring expenses and take every reasonable measure to cancel outstanding expenses. In the event Funders discontinue support of the Funded Project or Project, or if funding is reduced to the extent that MPP, in consultation with Biovac, determines it is not practicable to continue funding the Funded Project, MPP may terminate this Agreement effective immediately upon notice. In such event, to the extent funds are allowable by and available from Funders, MPP shall pay reasonable and allowable costs incurred up to and including the effective date of termination, and for reasonable and allowable non-cancelable obligations made consistent with the Budget prior to Biovac’s receipt of notice of termination.
10.3 Save as otherwise provided in this Agreement, if Biovac breaches any provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after Biovac receives written notice with respect to such default, MPP shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default.
10.4 Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement, including, but not limited to, Sections 4.6, 7.2, 7.3, 7.4, 8 and 9. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the Parties.
10.5 Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be otherwise available in law or equity and shall be without prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.