A "termination at will" clause allows either party to end the contract at any time without cause, typically provided a specified notice period is given. This clause offers flexibility but can also introduce uncertainty into the contractual relationship.
Section 15.02. Termination at Will by Astellas. Astellas may terminate this Agreement in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis upon giving sixty (60) days’ written notice to Frequency. Simultaneously with providing Frequency a notice of termination under this Section 15.02 (Termination at Will by Astellas), Astellas shall provide to Frequency a list of all Regional Studies that are ongoing at such time. Upon notification by Astellas of a termination under this Section 15.02 (Termination at Will by Astellas), Frequency may assume all Development of terminated Licensed Products or Licensed Products within any terminated country within the Astellas Territory, other than any ongoing Regional Studies that Frequency elects not to pursue (each such Regional Study a “Rejected Regional Study”), in which case Astellas shall promptly wind down all Rejected Regional Studies in compliance with all applicable Laws [***]. For all Regional Studies that are not Rejected Regional Studies, all costs after the effective date of termination under this Section 15.02 (Termination at Will by Astellas) shall, [***].
Termination at Will by Executive 7.03 Executive shall have the right at Executive’s sole discretion to terminate his employment at the will of Executive. In such event, Executive shall give three (3) months (90 days) notice to Employer of said determination to sever employment.
13.6. In any event of termination (including termination at will by IOI, but excluding termination at will by UGX as per Section 13.1 and termination by IOI for UGX’s breach under Section 13.2) of this AGREEMENT triggered by any of the Parties or resulting from [***], UGX may by written notice to IOI seek assistance from IOI with respect to [***] and agreed to by IOI and UGX. IOI agrees to [***], which [***], with the exception of the [***]. Except as specifically set forth in this paragraph, IOI will not [***] and will not provide, disclose or teach or otherwise reveal IOI INTELLECTUAL PROPERTY or IOI BACKGROUND INTELLECTUAL PROPERTY, consistent with the principles set forth in Section 7.
6.1 Termination At Will. At any time, either party may deliver written notice of its intent to terminate this Agreement for any reason or no reason. The termination notice will specify a termination date not less than one (1) week after the date of such notice. No termination of this Agreement by either party will relieve Client of the obligation to pay any amounts accrued as of the termination date.
Termination At Will I understand, acknowledge and agree that my employment is "at will," in that either I or the MTGA, independently, can terminate my employment for any reason or for no reason, at any time, with or without notice, subject only to the terms and limitations of this Agreement. If I terminate my employment by voluntary resignation and provide written notice pursuant to Paragraph 2(b), I may, unless I am otherwise disqualified by my breach of other terms of this Agreement, receive the benefits set forth in Paragraph 3(b). If the MTGA terminates my employment at its discretion and without "cause" as described more fully below, the MTGA shall pay me the benefits set forth in Paragraph 3(c).
7.6 Termination At Will. Licensee shall have the right to terminate this Agreement, in whole or in part (with respect to any country or Licensed Patent) upon thirty (30) days written notice to Institute. Section 7.4 will not apply to partial termination of this Agreement pursuant to this Section 7.6.
8.3 Termination at Will. Tarus may terminate this Agreement without cause, at any time after the second (2nd) anniversary of the Agreement Date, upon ninety (90) days prior written notice to Impetis.
Section 8.1. Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer or Employee at any time for any reason, with or without cause.
13. Termination at Will. Either party may terminate the employment relationship hereunder at its/his own discretion at any time, for any reason, by giving the other party a prior written notice as set forth in Exhibit A (the “Notice Period”).
13. Termination at Will. Either party may terminate the employment relationship hereunder at its/his own discretion at any time, for any reason, by giving the other party a prior written notice as set forth in Exhibit A (the “Notice Period”).
A. Termination at Will: This Agreement may be terminated by either Party hereto by written notice to the other Party of such intent to terminate at least thirty (30) prior to the effective date of such termination.
(d)Spectrum Termination At Will. Spectrum shall have the right to terminate this Agreement in its entirety or on a country-by-country basis, for any reason or for no reason, specifying the countries with respect to which this Agreement is terminated (the “Terminated Countries”) by giving a [***] prior written notice to Hanmi. In such event, absent a breach by Spectrum, no compensation or damages shall be due to Hanmi. Notwithstanding the foregoing, if pursuant to this Section 9.2(d), Spectrum terminates this Agreement at will without good reason in any Major Market country or in its entirety, Spectrum shall pay to Hanmi a termination fee equal to Hanmi’s capital investment specifically for manufacturing the Products less the aggregate amounts paid by Spectrum to Hanmi under this Agreement including, without limitation, Option Exercise Fee, milestone payments and royalties. To the extent Spectrum owes any milestone payments or royalties with respect to Net Sales in non-Terminated Countries following the payment of termination fee under this Section 9.2(d), Spectrum shall have the right to set-off such milestone payments and royalties up to the amount of the termination fees actually paid by Spectrum to Hanmi. For purposes of this Section 9.2(d), “good reason” shall mean a joint determination by Spectrum and Hanmi that it is no longer commercially feasible for Spectrum to continue to develop or commercialize the Compound or Products in the Terminated Countries. For clarity, any termination at will by Spectrum without Hanmi’s consent that good reason exists shall constitute a termination at will without good reason; provided, that Hanmi shall not unreasonably withhold, delay, or condition its consent with respect to the existence of good reason. If Spectrum and Hanmi cannot agree on the existence of good reason in any country(ies), such disagreement shall be referred to their respective chief executive officers for resolution. If the chief executive officers of the Parties are unable to resolve the disagreement within ninety (90) days of the matter being referred to them, such matter shall be resolved in accordance with Section 11.4(b); provided, that if the arbitrator decides that good reason does not exist in any country(ies), then Spectrum may, at its sole option, either pay the termination fee set forth above or withdraw the termination notice and continue development and commercialization of the Products in such country(ies) under this Agreement.
Section 9.03 Termination at Will. Company shall have the right to terminate this Agreement by giving three (3) months advance written notice to Dartmouth to that effect and paying a termination fee of $[***]. Upon termination, a final report shall be submitted and royalty and other payments due under Article V, as well as unreimbursed patent expenses per Section 2.03 due Dartmouth become immediately payable.
(c) Termination at Will. Further, Company may terminate this Agreement or any Task Order at any time (i) upon thirty (30) days’ prior written notice to AxioMx, provided that Company pays AxioMx for the current phase of services under all Task Orders and for all reasonable Company authorized and non-cancellable expenses associated with all Task Orders or (ii) prior to a written decision to proceed with the next phase of any project as set fo1th in a particular Task Order.
1.1.2Termination at Will. Seagen may terminate this Agreement at will, in Seagen’s sole discretion (a) on a Collaboration Degrader Target Set-by-Collaboration Degrader Target Set basis prior to the Degrader License Effective Date for a Collaboration Degrader Target Set, upon delivery of [*] written notice to Nurix; and (b) on a Licensed Degrader Target Set-by-Licensed Degrader Target Set basis after the Degrader License Effective Date for a Licensed Degrader Target Set, upon delivery of [*] written notice to Nurix. Without limiting the foregoing, Seagen may terminate this Agreement at will, in Seagen’s sole discretion, in this Agreement’s entirety: (i) prior to the Degrader License Effective Date for any Collaboration Degrader Target Set, upon delivery of [*] prior written notice to Nurix; and (ii) after the Degrader License Effective Date for any Licensed Degrader Target Set, upon delivery of [*] prior written notice to Nurix.
14.5 Termination at Will. Kissei shall also have the right to terminate this Agreement at will in its entirety, or with respect to a particular Product, in its sole discretion, any time after the [***] of the Effective Date by providing [***] written notice to CG.
8.9 Termination at Will. Either party may terminate this Agreement for any reason or for no reason upon ninety (90) calendar days’ written notice to either party.
16.3 Termination at Will. Gilead may terminate this Agreement at will, in its sole discretion, in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis at any time upon [*] prior written notice to Nurix.
6.Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason, by giving the other party a prior written notice as set forth in Exhibit A (the “Notice Period”). The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Base Salary includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement and related employment with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary and all other benefits that would have been paid to the Employee during the Notice Period, in lieu of such prior notice.
Section 14.02Termination at Will by Arctic Vision. At any time, Arctic Vision may terminate this Agreement for any or no reason upon [***]. Should Arctic Vision exercise such termination right, it will not be entitled to a refund of any amounts previously paid to Clearside.
12.3 Termination at Will. Licensee may terminate this Agreement, at will, in its sole discretion, in its entirety at any time upon [***] prior written notice to Plexxikon.
Termination at will is a clause included in contracts that allows either party to terminate the agreement at any time without cause or penalty. This means that either party can end the contractual relationship for any reason or for no reason at all, usually by providing advance notice as specified in the contract.
You should consider including a termination at will clause in contracts when:
When drafting a termination at will clause, clarity and specificity are crucial. Here is a sample clause:
Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days’ written notice to the other party. Upon termination, neither party shall have any further obligations under this Agreement, except for obligations that expressly survive termination."
Key components to include in the clause are:
Termination at will clauses are commonly found in:
Incorporating a termination at will clause can provide significant flexibility, ensuring that either party can exit the agreement gracefully if needed.
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