Common use of Collaborations Clause in Contracts

Collaborations. (a) A GE Entity, on the one hand, and a Xxxxx Xxxxxx Entity, on the other, may agree from time to time to enter into a Collaboration pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on Schedule 3 .13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed by the terms of the GE Digital Master Products and Services Agreement. Collaboration Agreements should contain the following elements: (i) projected total and annual funding levels for the collaboration, including the funding level for any Xxxxx Xxxxxx Entity, GE Entity and/or any Governmental Authority and any specified funding limitations; (ii) provisions regarding ownership of Intellectual Property developed in connection with the collaboration; (iii) if applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement which shall limit the licenses granted in this Section 3.13; (iv) if applicable, provisions regarding additional protections for Highly Confidential Information; (v) the term of such Collaboration Agreement, including any renewal options, termination rights and related notice periods; and (vi) such other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration Services to reflect any such risk allocation included in the Collaboration Agreement. (b) Xxxxx Xxxxxx hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the Xxxxx Xxxxxx or its Affiliates, solely as applicable, to perform the obligations of the GE Entities under the applicable Collaboration Agreement. (c) GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Xxxxx Xxxxxx Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the Xxxxx Xxxxxx Entities under the applicable Collaboration Agreement. (d) The Parties have entered into the Collaboration Agreements listed on Schedule 3 .13(d) prior to the date hereof which shall be governed by the terms and conditions of this Agreement. (e) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case the terms and conditions of such Collaboration Agreement shall prevail . The Parties shall modify any provisions of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to the maximum extent possible, the intent of the Parties reflected herein.

Collaborations. (a) A GE Entity, on the one hand, and a Xxxxx Xxxxxx Entity, on the other, may agree from time to time to enter into a Collaboration pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on Schedule 3 .13(a3.13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed by the terms of the GE Digital Master Products and Services Agreement. Collaboration Agreements should contain the following elements: (i) projected total and annual funding levels for the collaboration, including the funding level for any Xxxxx Xxxxxx Entity, GE Entity and/or any Governmental Authority and any specified funding limitations; (ii) provisions regarding ownership of Intellectual Property developed in connection with the collaboration; (iii) if applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement which shall limit the licenses granted in this Section 3.13; (iv) if applicable, provisions regarding additional protections for Highly Confidential Information; (v) the term of such Collaboration Agreement, including any renewal options, termination rights and related notice periods; and (vi) such other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration Services to reflect any such risk allocation included in the Collaboration Agreement. (b) Xxxxx Xxxxxx hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the Xxxxx Xxxxxx or its Affiliates, solely as applicable, to perform the obligations of the GE Entities under the applicable Collaboration Agreement. (c) GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Xxxxx Xxxxxx Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the Xxxxx Xxxxxx Entities under the applicable Collaboration Agreement. (d) The Parties have entered into the Collaboration Agreements listed on Schedule 3 .13(d3.13(d) prior to the date hereof which shall be governed by the terms and conditions of this Agreement. (e) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case the terms and conditions of such Collaboration Agreement shall prevail prevail. The Parties shall modify any provisions of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to the maximum extent possible, the intent of the Parties reflected herein.

Collaborations. (a) A GE Entity, on the one hand, and a Xxxxx Xxxxxx Entity, on the other, may agree from time to time to enter into a Collaboration pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on Schedule 3 .13(a3.13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed by the terms of the GE Digital Master Products and Services Agreement. Collaboration Agreements should contain the following elements: (i) projected total and annual funding levels for the collaboration, including the funding level for any Xxxxx Xxxxxx Entity, GE Entity and/or any Governmental Authority and any specified funding limitations; (ii) provisions regarding ownership of Intellectual Property developed in connection with the collaboration; (iii) if applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement which shall limit the licenses granted in this Section 3.13; (iv) if applicable, provisions regarding additional protections for Highly Confidential Information; (v) the term of such Collaboration Agreement, including any renewal options, termination rights and related notice periods; and (vi) such other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration Services to reflect any such risk allocation included in the Collaboration Agreement. (b) Xxxxx Xxxxxx hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the Xxxxx Xxxxxx or its Affiliates, solely as applicable, to perform the obligations of the GE Entities under the applicable Collaboration Agreement. (c) GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Xxxxx Xxxxxx Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the Xxxxx Xxxxxx Entities under the applicable Collaboration Agreement. (d) The Parties have entered into the Collaboration Agreements listed on Schedule 3 .13(d3.13(d) prior to the date hereof Closing Date which shall be governed by the terms and conditions of this Agreement. (e) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case the terms and conditions of such Collaboration Agreement shall prevail prevail. The Parties shall modify any provisions of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to the maximum extent possible, the intent of the Parties reflected herein.

Collaborations. (a) A GE EntityEntity , on the one hand, and a Xxxxx Xxxxxx EntityEntity , on the other, may agree from time to time to enter into a Collaboration pursuant to the terms of a Collaboration Agreement in a form substantially similar to the Collaboration Agreement set forth on Schedule 3 .13(a); provided that any research and technology collaboration with GE’s Digital division shall be governed by the terms of the GE Digital Master Products and Services AgreementAgreement . Collaboration Agreements should contain the following elements: (i) projected total and annual funding levels for the collaboration, including the funding level for any Xxxxx Xxxxxx EntityEntity , GE Entity and/or any Governmental Authority and any specified funding limitations; (ii) provisions regarding ownership of Intellectual Property developed in connection with the collaboration; (iii) if applicable, provisions regarding restrictions on the use of any Intellectual Property relevant to such Collaboration Agreement which shall limit the licenses granted in this Section 3.13; (iv) if applicable, provisions regarding additional protections for Highly Confidential InformationInformation ; (v) the term of such Collaboration AgreementAgreement , including any renewal options, termination rights and related notice periods; and (vi) such other provisions as are applicable to a specific Collaboration Agreement (which may include representations, warranties and indemnification provisions; provided that in such case, the Provider shall be entitled to adjust the price of such applicable Collaboration Services to reflect any such risk allocation included in the Collaboration AgreementAgreement . (b) Xxxxx Xxxxxx hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the GE Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their the ir Background IP that is Controlled Controlle d by the Xxxxx Xxxxxx or its AffiliatesAffiliates , solely as applicable, to perform the obligations of the GE Entities under the applicable Collaboration AgreementAgreement . (c) GE hereby grants and agrees to grant, and cause its Affiliates to grant and agree to grant, to the Xxxxx Xxxxxx Entities a royalty-free, fully paid-up, non-exclusive, limited right and license, with no right to sublicense, to any of its or their Background IP that is Controlled by the GE or its Affiliates, solely as applicable, to perform the obligations of the Xxxxx Xxxxxx Entities under the applicable Collaboration Agreement. (d) The Parties have entered into the Collaboration Agreements listed on Schedule 3 .13(d) prior to the date hereof which shall be governed by the terms and conditions of this Agreement. (e) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of a Collaboration Agreement, the terms and conditions of this Agreement shall prevail, unless a Collaboration Agreement specifically references the provisions of this Agreement that are inconsistent therewith (or it is reasonably apparent from the face of the Collaboration Agreement that such provisions were meant to be specifically referenced and were inadvertently not so referenced), in which case the terms and conditions of such Collaboration Agreement shall prevail . The Parties shall modify any provisions of this Agreement to the extent necessary to comply with the local Laws of the jurisdiction in which such Collaboration Agreement is executed or the local Laws of the jurisdiction(s) where the provisions of such agreement are performed while reflecting, to the maximum extent possible, the intent of the Parties reflected herein.