Provision Language
<p><span style=”text–decoration: underline;”><strong>12. Term and Survivalstrong>span>p>
<p>This Agreement will come into effect on the Effective Date and will remain in effect until the date which is one (1) year after the last Milestone Payment, unless terminated early in accordance with the provisions of Section 13 (Termination). Following expiration or in the event of early termination of this Agreement, all provisions that by their nature should survive will survive.p>
<p><span style=”text–decoration: underline;”><strong>13. Terminationstrong>span>p>
<p>If a Party becomes insolvent or any bankruptcy proceedings are instituted by or against the Party, or the Party has a receivership order issued against it or its assets, or the party formally seeks any other relief from its financial obligations or if a Party breaches any of its material obligations hereunder and fails to resolve such breach within thirty (30) days after receipt of a written notice to that effect from the other Party, that other Party will be entitled to terminate this Agreement with immediate effect (in addition to any other rights it may have), subject to the settlement of any outstanding obligations. For the avoidance of doubt, failure by the Recipient to meet any Milestone by the date set out in the Milestones Schedule without Unitaid’s prior written formal agreement will constitute a breach of its material obligations.p>
<p>Either Party may terminate this Agreement, at any time and without cause, upon three (3) months’ written notice to the other Party, subject to the settlement of any outstanding obligations. In the event of termination by Unitaid on three (3) months’ written notice without cause where the Recipient is able to demonstrate to Unitaid’s satisfaction that it was making best efforts to achieve the next Milestone, the Recipient will be entitled to receive an amount equal to fifty per cent (50%) of the next Milestone Payment.p>
<p>In the event of early termination of this Agreement for any reason, the Parties will discuss in good faith with a view to agreeing on the most efficient, responsible, and ethical manner of winding down any ongoing Human Subject Research which is being implemented as part of the Project.p>
