Access and Training. (a) Seller shall provide Buyer, in a form and format reasonably acceptable to Buyer, digital copies of all technical drawings and other documentation for the Product and Spare Parts, in each case that are of the type of technical drawings and other documentation customarily provided by Seller to purchasers of Product or Spare Parts, respectively (and including, at a minimum, copies of the technical drawings and other documentation set forth on Appendix 4).
(b) Within a reasonable period of time following the delivery of the technical drawings and other documentation required under subsection (a) above, Seller shall provide to engineers of Buyer (and of its Affiliates, as applicable) of appropriate training and skill level, up to 40 hours of training sessions per project per year (and in each case at a mutually agreed time and place), of scope, substance and quality consistent with the training customarily provided by Seller to its key customers and resellers (which is of no less scope, substance and quality as the training that Seller’s own personnel receive for the same technical drawings and other documentation), as necessary to enable Buyer’s and its Affiliates’ engineers to acquire a reasonable understanding of such technical drawings and other documentation. Seller will be entitled to recover from Buyer reasonable, documented, out-of-pocket costs and expenses incurred by Seller to provide such training. If requested by Buyer, Seller shall provide to Buyer a good faith written estimate of such costs prior to such training sessions. For clarity, each Party shall bear its own internal costs and expenses (including the cost of employee time) incurred in connection with any such training sessions. Except as set forth in the first sentence of this subsection (b), any specialized training required by Buyer outside the context of Seller’s customary training programs for personnel of its key customers and resellers shall be provided by Seller at Buyer’s expense subject to mutual agreement of Buyer and Seller as to scope, schedule and cost.
(c) If Seller fails to deliver any Product or Spare Parts when and as required by this Agreement and the Seller Standard Terms pursuant to an accepted PO (it being understood and agreed by the Parties that, within six (6) months of the date of this Agreement, the Parties shall, in good faith, negotiate and agree to standard lead times for Spare Parts (and update the Seller Standard Terms, if necessary)), Buyer, at its option...
Access and Training. (a) Komainu:
(i) subject to Clause 7.4(b), hereby grants Client Users access to the Platform solely for the purpose of receiving the Custodial Services and subject to such Users’ compliance with the Custodial Service Documents; and
(ii) shall provide (or procure the provision) of such training sessions for Client Users, at no additional cost, as may be reasonably required from time to time (to be requested by submitting a Proper Instruction to Komainu).
(b) Komainu may, in its sole discretion, suspend or revoke a Client User’s access to the Platform where it believes (acting reasonably) that such User has failed to comply with a Custodial Service Document.
