2015/11/10 Council Agenda Packet

I. 2 are rightfully brought or filed;and subject to the statutory duty of the Texas Attorney General,University agrees to cooperate with Sponsor in the defense of such claim or action. 10. INDEPENDENT CONTRACTOR For the purposes of this Agreement and all services to be provided hereunder, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as may be expressly provided for herein or authorized in writing. 11.TERM AND TERMINATION 11.1 This Agreement shall commence on the Effective Date and extend until the end of the Research Program as described hereinabove, unless sooner terminated in accordance with the provisions of this Article 11. 11.2 This Agreement may be terminated by the written agreement of both parties. Either party at any time may terminate this Agreement effective on 30 days prior written notice to the other party. 11.3 In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement may be terminated at the option of the party not in default upon expiration of the sixty (60) day period. 11.4 This Agreement shall terminate automatically and immediately if Sponsor becomes bankrupt or insolvent and/or enters receivership or trusteeship,whether by voluntary act of Sponsor or otherwise. 11.5 Termination or cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination. Upon termination, Sponsor shall, subject to the maximum in Section 3.1 above, pay University for all reasonable expenses incurred or committed to be expended as of the effective termination date, including salaries for appointees for the remainder of their appointment. 11.6 Any provisions of this Agreement which by their nature extend beyond termination shall survive such termination. 7 66