Commercial Licensing Opportunities Available to Sponsor (I5) Sample Clauses

Commercial Licensing Opportunities Available to Sponsor (I5). Sponsor will have one hundred eighty (180) days after receiving a Disclosure Notice to let Carnegie Mellon know if Sponsor is interested in negotiating a non-exclusive or exclusive commercial license to the Carnegie Mellon Intellectual Property and/or Joint Intellectual Property that is referenced in the Disclosure Notice (the “Negotiation Period”). Carnegie Mellon agrees that during the Negotiation Period it will not conduct license negotiations with any other party for the same Carnegie Mellon Intellectual Property and/or Joint Intellectual Property, unless Sponsor indicates during the Negotiation Period that it is interested in negotiating only a non-exclusive license. Sponsor understands and agrees that if it is in breach of this Agreement at the time it receives the Disclosure Notice (for example, if Sponsor is delinquent in making payments as required under this Agreement), it is not entitled to request any exclusive negotiations during the Negotiation Period and Carnegie Mellon is free to pursue licenses with other third parties during such time. If Sponsor would like to negotiate such a commercial license after the Negotiation Period ends and/or a license to Intellectual Property that was not created on the Project, Sponsor is always free to contact Carnegie Mellon at any time and request to do so (however, Carnegie Mellon cannot guarantee that the relevant Intellectual Property will be available for the desired license at that time). The granting of any license is subject to the negotiation and execution of a mutually-agreeable, separate written license agreement. However, Carnegie Mellon’s expectations are that any license will, at a minimum: (a) have a limited term and cover a defined field of use; (b) require mutually-agreeable licensing fees and/or royalties; (c) require Sponsor to pay for Intellectual Property Protections (where the Sponsor covers 50% of such costs for a non-exclusive license and 100% of such costs for an exclusive); (d) require Carnegie Mellon’s prior written consent to sublicense, except to Sponsor’s direct customers; and (e) include disclaimers and indemnification for the benefit of Carnegie Mellon.
Sample 1
AutoNDA by SimpleDocs

Related to Commercial Licensing Opportunities Available to Sponsor (I5)

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • Certification Regarding Lobbying Applicable to Grants Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Disclosure to FERC or its Staff Notwithstanding anything in this Section 17 to the contrary, and pursuant to 18 C.F.R. § 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Interconnection Parties that is otherwise required to be maintained in confidence pursuant to this Interconnection Service Agreement, the Interconnection Party, shall provide the requested information to FERC or its staff, within the time provided for in the request for information. In providing the information to FERC or its staff, the Interconnection Party must, consistent with 18 C.F.R. § 388.122, request that the information be treated as confidential and non-public by FERC and its staff and that the information be withheld from public disclosure. Interconnection Parties are prohibited from notifying the other Interconnection Parties prior to the release of the Confidential Information to the Commission or its staff. An Interconnection Party shall notify the other Interconnection Parties to the Interconnection Service Agreement when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC, at which time any of the Interconnection Parties may respond before such information would be made public, pursuant to 18 C.F.R. § 388.112.

  • Conclusiveness of Statements; Survival of Provisions Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

  • Background and Narrative of Budget Reductions 2. Assumptions Used in the Deficit Reduction Plan: - EBF and Estimated New Tier Funding: - Equal Assessed Valuation and Tax Rates: - Employee Salaries and Benefits: - Short and Long Term Borrowing: - Educational Impact: - Other Assumptions: - Has the district considered shared services or outsourcing (Ex: Transportation, Insurance) If yes please explain:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!