The early termination of services clause outlines the conditions under which parties can end their contractual agreement before the originally agreed-upon end date. It typically includes stipulations regarding notice periods, potential penalties or fees, and any rights or obligations that survive termination.
(b)Early Termination of Services. Except as otherwise agreed to by the parties, Kenvue may terminate any Service, in whole but not in part (it being understood that the termination of any Service will also result in the termination of those Services that have the same “Group Identification” as such Service as set forth on Exhibit A). Kenvue must provide J&J with at least 60 days’ prior written notice of such early termination (unless a different notice period is expressly set forth with respect to such Service on Exhibit A hereto), which shall become effective on the last day of the Service Month (as defined by the Johnson & Johnson Universal Calendar for the applicable year, the “Service Month”) in which such 60 day prior written notice period concludes. A copy of the Johnson & Johnson Universal Calendar for each of years 2023, 2024 and 2025 is attached hereto as Exhibit J.
Section 4.2 Early Termination of Services. Unless otherwise set forth in the applicable Schedule, any Service may be terminated prior to the end of the applicable Service Period by the Service Recipient upon not less than thirty (30) days’ prior written notice specifying the date termination is to be effective; provided, that the Service Recipients acknowledge and agree that in the event that any Service is dependent on the Service being terminated, such dependent Service shall be automatically terminated simultaneously with the termination of the Service on which it is dependent. After any early termination of a Service, the Service Provider shall have no obligation to reinstate such Service at a time subsequent to the effective date of such termination.
Section 4.1 Term of Services; Early Termination of Services. The provision of Services shall commence as of the Effective Time and shall continue until the date indicated for each such Service on the applicable Schedule unless terminated earlier pursuant to Section 4.2 or ARTICLE VII or extended pursuant to Section 4.3 (the “Service Period”). This Agreement shall be effective as of the Effective Time and terminate upon the termination or expiration of all Service Periods, unless earlier terminated in accordance with the terms hereof and, in any event, no later than eighteen (18) months after the Effective Time (the “Term”).
(b) Early Termination of Services. Except as otherwise agreed to by the parties, Concentra may terminate any Service, in whole but not in part (it being understood that the termination of any Service will also result in the termination of those Services that have the same “Transition Category” as such Service as set forth on Exhibit A). Concentra must provide Select with at least 60 days’ prior written notice of such early termination (unless a different notice period is expressly set forth with respect to such Service on Exhibit A hereto), which shall become effective on the last day of the month in which such 60 day prior written notice period concludes.
Section 11.1 Term of Agreement; Early Termination of Services. This Agreement shall continue for so long as Services are provided to Recipient unless sooner terminated by the parties as set forth in this Article XI. Recipient may elect to terminate Service Provider’s provision of all or any portion of the Services (or any Service)1 by providing Service Provider written notice of such election at least sixty (60) days in advance of the effective date of termination of any such Service (unless Service Provider agrees to shorten or waive such notice period in writing). If Service Provider discontinues providing a given Service for its own operations, Service Provider may, upon at least sixty (60) days’ notice to Recipient, terminate providing such Service hereunder (e.g., if Service Provider is no longer providing online training services for its own employees, Service Provider may, upon sixty (60) days’ notice, terminate any online training services that are Services hereunder). In addition to other termination rights, this Agreement will automatically terminate when all Services have been terminated hereunder.
(b) Early Termination of Services. Prior to the expiration of the Services Period, the Company may earlier terminate any or all of the Services by providing thirty (30) days’ prior written notice of such termination to the Asset Manager Parties. Unless earlier terminated as set forth above, the Services shall continue for the Services Period in accordance with the terms set forth herein, unless otherwise agreed to by the Parties. Such early termination by the Company shall not affect its obligation to pay any Services Fee that accrued prior to the effectiveness of such termination. Any termination notice delivered hereunder shall specify (x) the Service or Services to be terminated and (y) the effective date(s) of such termination.
12.3 Early Termination by Service Recipient. If at any time during the applicable Term, Service Recipient wishes to terminate a Transition Service or a Reverse Transition Service, as the case may be, Service Recipient shall provide a written request of termination to Service Provider at least forty-five (45) days prior to the proposed effective date of termination. If Service Provider determines, in good faith, that the termination of such Service would, or is reasonably likely to, result in Service Provider’s inability to provide any remaining Services in accordance with this Agreement (taking into account any interdependencies of the proposed terminated Service and the remaining Services), including with respect to the quality standards, or result in a Party’s inability to maintain the confidentiality of Information disclosed between Service Provider and Service Recipient pursuant to this Agreement, then Service Provider shall notify Service Recipient thereof in writing and the Parties shall negotiate in good faith to determine an alternative solution to enable Service Provider to maintain the ability to provide all other Services not subject to such written request of termination provided in the first sentence of this Section 12.3. Service Recipient shall reimburse Service Provider for incremental fees charged by Third Party service providers in connection with the early termination of Services; provided, that Service Provider shall use its commercially reasonable efforts to minimize such incremental fees.
(a) Except as otherwise provided in this Agreement or Schedule A, upon not less than forty five (45) days’ prior written notice to Meredith, Service Recipient shall be entitled to terminate one or more Services Categories in whole (and not in part) being provided by Meredith for any reason or no reason at all; provided, however, that (i) any costs, fees, or expenses of Meredith, to the extent resulting directly from such early termination of Services, shall be borne by Service Recipient, and (ii) the termination of some Service Categories may require the termination of other Service Categories. For the avoidance of doubt, and notwithstanding anything to the contrary herein, Meredith will no longer have exclusivity pursuant to Section 2.01(a) with respect to any terminated Service.
4.3Early Termination of Services. Notwithstanding anything to the contrary herein, the Party receiving any applicable Service shall have the right to terminate any such Service (or portions thereof) upon 30 days’ prior written notice to the Party providing such Service. No termination of any Services (or portions thereof) shall relieve either Party of the obligation to provide Services provided by such Party that are not the subject of such termination.
Section 11.1 Term of Agreement; Early Termination of Services. This Agreement shall terminate three (3) years from the Effective Date (such three (3) year period, the “Term” and any one (1) year period within the Term, a “Term Year”), unless sooner terminated by the parties as set forth in this Agreement, including this Article XI, and subject to Section 3.4. Upon mutual written consent of the parties, the parties may renew this Agreement for additional three (3) year or shorter terms. Some Services shall be provided for a period of less than three (3) years if so specified by the applicable Services Schedule. Recipient may elect to terminate Service Provider’s provision of all or any portion of the Services (or any Service) by providing Service Provider written notice of such election at least sixty (60) days in advance of the effective date of termination of any such Service (unless Service Provider agrees to shorten or waive such notice period in writing); provided, however, that the written notice period shall be at least ninety (90) days in advance of the effective date of termination of the benefits and payroll administration services. Service Provider may elect to terminate all or any portion of the Services (or any Service) by providing Recipient written notice of such election at least six (6) months in advance of the effective date of termination (unless Recipient agrees to shorten or waive such notice period in writing) (such period being the “Service Provider Notice Period”); provided, however, that if during the Service Provider Notice Period, after working in good faith to transition the terminated Service or Services, Recipient reasonably believes it will be unable to complete such transition by the end of the Service Provider Notice Period, Recipient may request to extend the termination date, and thus extend the Service Provider Notice Period, for a reasonable period of time, in order for Recipient to complete the transition of the terminated Service or Services. Such request to extend will be made by Recipient’s delivery of written notice of such request to Post prior to the end of the initial Service Provider Notice Date. Promptly after Post’s receipt of such request, the parties will negotiate in good faith with regard to whether to extend beyond the Service Provider Notice Period and the period of time for which the termination date and the Service Provider Notice Period will be extended, if any. For the purposes of this Section 11.1, each row in the Services Schedule is considered a single Service unless otherwise described in the Services Schedule. If Recipient provides written notice to Service Provider that it desires to terminate a portion of the Services or a Service or Service Provider provides written notice to Recipient that it desires to terminate a portion of the Services or a Service, the parties shall cooperate in good faith to determine what the portions of the Services may terminated, if any, or what additional Services will also need to be terminated along with such Services (it being understood that Recipient or Service Provider, as the case may be, shall only be permitted to terminate a portion of a Service to the extent that it does not materially change Service Provider’s provision of related Services and that certain inter-related Services may only be terminated as a whole). In addition to the foregoing, if Service Provider discontinues providing a given Service for its own operations, Service Provider may, upon at least sixty (60) days’ notice to Recipient, terminate providing such Service hereunder (e.g., if Service Provider is no longer providing online training services for its own employees, Service Provider may, upon sixty (60) days’ notice, terminate any online training services that are Services hereunder). In addition to other termination rights, this Agreement will automatically terminate when all Services have been terminated hereunder.
For the year ended December 31, 2020, each member of the Board has options to purchase shares of Common Stock for services on the Board. Additionally, members of the Board that serve as Chairman of the Board or Chairman of various committees are awarded additional options. Options are awarded quarterly to the Board with no vesting period. In the event of early termination of services, a pro rata portion of the options are required to be returned to the Company, unless such forfeiture is waived by the Board at its discretion. Under the compensation principles approved by the Board, yearly cash and shares of Common Stock are awarded to directors as follows: 1. The Chairman of the Board, Chairman of the Audit Committee and Chairman of the Finance & Compensation Committee receives an award of 2,500 options for each quarter of service. 2. All remaining Board members receive an award of 2,000 options for each quarter of service.
The original term of the transition services agreement was generally up to two years; however, the parties agreed to reduce the term of the transition services agreement to expire on December 31, 2023, subject to early termination of services at the discretion at Biocon Biologics and/or extensions until April 30, 2024 for certain services. Under the transition services agreement, Viatris is entitled to be reimbursed for its costs (subject to certain caps) plus a markup of $44 million for 2023.
Each member of the Board has been awarded options to purchase Ordinary shares for services on the Board. Shares awarded are issued to the recipient and vest over the term of services. In the event of early termination of services and not serving for the full term for which the shares were awarded, a pro rata portion of the shares are required to be returned to the Company.
Early Termination of Services refers to the discontinuation of an agreement, contract, or service before its predefined end date. This clause allows parties to dissolve their obligations due to specific circumstances or breaches outlined in the agreement. In many cases, early termination can incur fees or penalties designed to compensate the service provider for the premature cessation of the contract.
Early Termination of Services should be considered in scenarios where:
Writing an Early Termination of Services clause involves clearly defining the conditions and procedures that permit termination. Here is a basic template:
Early Termination Clause: Either party may terminate this Agreement prior to its expiration date upon providing [number of days/weeks] written notice to the other party. Termination shall be permissible under the following conditions:
- A breach of any material terms of this Agreement, provided that the breach is not cured within [number of days] after written notice;
- The occurrence of an unforeseen event rendering performance impossible;
- Mutual consent of both parties.
Ensure that the clause is customized to meet the specific requirements and legal considerations of the agreement in context.
Contracts that commonly include Early Termination of Services clauses consist of:
These contracts employ early termination clauses to protect both parties’ interests and address potential contractual disputes effectively.
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