Alliance Projects Clause Samples
Alliance Projects a. Upon identification of a Project by the AAB, the AAB will prepare the Project Addendum, which shall contain the key parameters for the Project and shall become an exhibit to this Agreement. Each Project shall have a separate Project Addendum. The AAB will designate a team of employees from each Party to use the Project Addendum to negotiate the agreements to implement each Project (collectively the “Supplemental Agreements”).
b. The Project Addendum shall describe the manufacturing, marketing and distribution arrangements and the branding for products of the Project, the terms for revenue sharing and profit allocations arising from sales of products and the scope of additional research or product development for the Project. For each Project, each Party shall bear all costs it incurs in furtherance of the Project unless otherwise expressly specified in the Supplemental Agreement.
f. In furtherance of the terms of this Agreement the Parties, their representatives and agents, may provide recommendations and advice to each other in many areas including the research and development of new products, and marketing recommendations. It is acknowledged by both Parties that such recommendations and advice are given gratis and without any guarantee or warranty whatsoever, and neither Party has any claim, liability or cause of action against the other Party for any such recommendation or advice (“Claims”) and both Parties hereby release each other from any such past, present or future Claims, whatsoever, except as otherwise provided for in a Supplemental Agreement for a specific Project.
Alliance Projects a. Upon identification of a Project by the AAB, the AAB will prepare the Project Addendum, which shall contain the key parameters for the Project and shall become an exhibit to this Agreement. Each Project shall have a separate Project Addendum. The AAB will designate a team of employees from each Party to use the Project Addendum to negotiate the agreements to implement each Project (collectively the "Supplemental Agreements") The Supplemental Agreements may include, at the option of the Parties, a Technology License Agreement, Trademark Agreement and Development Agreement.
b. The Project Addendum shall describe the manufacturing, marketing and distribution arrangements, and the branding for products of the Project, the extent that the EarthShell Technology is to be exclusively or non-exclusively licensed to DuPont for the Project, the terms upon which royalties are payable for use of the EarthShell Technology arising from sales of products and the scope of additional research or product development for the Project. For each Project, each Party shall bear all costs it incurs in furtherance of the Project unless otherwise expressly specified in the Supplemental Agreement.
c. For each Project, the Parties will appoint a lead company and the designated lead company ("Project Leader") shall have full business authority for all Project decisions except to the extent specifically identified in a Supplemental Agreement. The Project Leader will be designated in the Project Addendum for the Project.
d. For each Project and subject to the terms of the Supplemental Agreements for such Project, each Party will be given the right to continue a Project in the event the other Party elects to terminate or withdraw from the Project for reasons other than failure of performance to the extent commercially feasible or breach of a Supplemental Agreement for such Project.
e. Prior to the Effective Date, the Parties identified two Projects for initial pursuit under this Alliance. The first Project is for the development, commercialization and sale of biodegradable foodservice wraps ("Food Service Wraps Project") and extendable applications. The Project Leader for this Food Service Wraps Project is DuPont. The second Project is for the development, commercialization and sale of environmentally preferred disposable foamed laminate packaging bowls, plates, cups, "clamshells", etc. ("Foamed/Laminated Products Project"). The Project Leader for this Foamed/Laminated Products Project ...
Alliance Projects. (a) To the extent any aspect of the Alliance (including any Alliance Project, as defined below) may not be implemented under applicable Law prior to Receipt of Regulatory Approval, the Parties agree that such aspect shall not be implemented pending such Receipt and shall be implemented as soon as practicable upon such Receipt.
(b) The Parties may hereunder from time to time establish joint projects between DaimlerChrysler and MMC, or any of their respective Subsidiaries, for the development, manufacture and sale of Passenger Vehicles in any part of the world (each such project an "Alliance Project"). Each Alliance Project shall be managed by a Project Steering Committee established pursuant to Section 4.02 and shall be implemented in accordance with Section 3.02.
(c) Subject to Receipt of Regulatory Approval, if required, DaimlerChrysler and MMC agree to cooperate with each other in all matters included within the scope of each Alliance Project and to provide reasonable cooperative assistance and expertise on other matters of mutual interest.
Alliance Projects. Solitario and Newmont shall cooperate in a regional generative program for the purpose of identifying and exploring new projects in South America, which areas shall be identified in an exhibit to the Agreement and, together with any additional project areas which the parties may agree to add during the Exploration Expenditure Period, are referred to as the "Alliance Projects". The establishment of an Alliance Project can only be made by the mutual consent of both Solitario and Newmont. Any property acquired by Solitario within the boundaries of the Alliance Projects during the Exploration Expenditure Period and for a period of two years thereafter shall be an "Alliance Property". Nothing in this Letter of Intent or the Agreement shall preclude or limit Newmont or any of its affiliates from using the Newmont Data, as defined below, in any manner it sees fit, or from acquiring any property interest whether lying within an Alliance Project or otherwise and whether acquired directly or indirectly by Newmont or its affiliate, except that if Newmont acquires a property interest during the Exploration Expenditure Period within the boundaries of an Alliance Project based upon data collected by Solitario and provided to Newmont, such acquired property (a "Newmont Acquisition") shall be offered to Solitario, at Newmont's actual cost, as an Alliance Property. Notwithstanding the foregoing, a Newmont Acquisition shall not include any property interest acquired by Newmont (i) from a third party who offers such property interest to Newmont, unsolicited by Newmont; or (ii) as a result of corporate acquisition, merger, amalgamation, consolidation, reorganization, or similar transaction, and Newmont shall have no obligation to Solitario with respect to any property acquired by Newmont as a result thereof.