Cooperative Development. Without limiting the generality of Section 11.1 above, should any joint development effort be undertaken by the parties involving software owned by GEMS, then GEMS may in its sole discretion make source code for such software available to HealthGate to the extent reasonably necessary for HealthGate to perform the development or maintenance obligations agreed upon by the parties or provided hereunder. HealthGate shall not use such source code or software except in performing such obligations and shall not disclose it to anyone other than its employees who both (a) require access thereto in order to allow HealthGate to perform such obligations and (b) have agreed in writing to refrain from using or disclosing it other than as permitted hereunder.
Cooperative Development. The EAA and other Stakeholders, in compliance with the SB 3 directives, have worked cooperatively since 2007 to develop a RIP program document and have determined that, in the interest of protecting the Covered Species, the RIP program document requirement is met by the development of the HCP to be submitted jointly by the Parties to the Service to support the Application.
Cooperative Development. Subject to the terms and conditions set forth in this Agreement, each party to this Agreement shall make the following contributions to the Project and be responsible for the following:
(a) Bossier City and Shreveport shall:
(i) Be responsible for, and fund or obtain funds from other sources (some of which are identified below), for the design, development and construction/installation of the Project (with Waterway Commission assistance for installation only, as provided below), which shall include but not be limited to engineering services, IT services, acquisition of the LED lights and other equipment and technology (hardware and software) needed to operate the LED lights, a computer/lights programmer, etc.;
(ii) Completely operate, maintain, secure, repair and replace the Project for a minimum of 20 years. Bossier City and Shreveport shall be responsible for and shall provide, at no cost or obligation to the Waterway Commission, all funds and personnel necessary and appropriate for the 20-year operation, maintenance, security, repair and replacement of the Project. The operation, maintenance, security, repair and replacement of the Project shall be performed by Shreveport and Bossier City in a manner satisfactory to the Waterway Commission and in a manner in compliance with the laws, ordinances, rules, resolutions, and regulations of the State of Louisiana and United States Government, which are now or hereinafter enacted;
(iii) Obtain all necessary permits, licenses and rights of way or rights of use for the design, development, construction/installation, operation, maintenance, security, repair and replacement of the Project, including without limitation to licenses or permits from the State of Louisiana Department of Transportation and Development (LADOTD), the owner of the Bridge;
(iv) Require proper insurance coverage with adequate limits for the type of work required, including maritime insurance coverage for work on, or over, the river;
(v) Secure the following funding for the Project (which has already been committed): One Million Dollars ($1,000,000) to purchase the LED lighting system; Two Hundred Fifty Thousand Dollars ($250,000) from the Louisiana Public Service Commission; Twenty Thousand Dollars ($20,000) from the National Endowment of Arts; and One Hundred Ninety-One Thousand Two Hundred Fifty Thousand Dollars ($191,250) from other fundraising; Note: Should any of these funding commitments decrease, Shreveport and Bossier City shall be re...
Cooperative Development. Each Party shall negotiate in good faith and enter into cooperative development plans with the other Party for coal mining and Oil and Gas exploration and production activities on the real property containing the Peabody Oil and Gas Interests consistent with the provisions set forth in the Transfer Documents.
Cooperative Development. Without limiting the generality of Section 9.1 above, should any joint development effort be undertaken by the parties involving software owned by GEMS, then GEMS may in its sole discretion make source code for such software available to HealthStream to the extent reasonably necessary for HealthStream to perform the development or maintenance obligations agreed upon by the parties or provided hereunder. HealthStream shall not use such source code or software except in performing such obligations and shall not disclose it to anyone other than its employees who both (i) require access thereto in order to allow HealthStream to perform such obligations and (ii) have agreed in writing to refrain from using or disclosing it other than as permitted hereunder.
Cooperative Development. The EAA and the Stakeholders, in compliance with the legislative directives, have worked cooperatively since May 28, 2007, to develop the Program and have determined that in the interest of protecting the Species, the Parties will submit, on behalf of Stakeholders, the HCP.
Cooperative Development. The parties agree to cooperate in the development of their respective parcels such that, to the maximum extent reasonably feasible, Milco’s uses shall not materially interfere with the IMMC’s development of their property and vice versa. Such obligation shall continue after transfer of the parcels and termination of this JV agreement. To implement this objective, the parties shall execute such covenants, setback agreements, joint facility agreements and other actions as reasonably needed.
Cooperative Development. From the date of this ----------------------- Agreement, Pall and Vitex shall work together diligently to develop, and obtain Regulatory Approval for, the Systems, including research and development and clinical work (the "Cooperative Development Work") and thereafter market Systems for the filtration of human blood and the inactivation of viruses and pathogens in red blood cells. Except for the work currently conducted by Pall and set forth on Exhibit C hereto, neither party shall work independently or with a --------- third party in the development and/or commercialization of systems for use in the inactivation of viruses and pathogens for decontamination of red blood cells and/or platelets, unless approved by the Management Board. Except as set forth in the preceding sentence, if either party is planning to work independently or with a third party in the development and/or commercialization of systems for use in the inactivation of viruses and pathogens for decontamination of red blood cells and/or platelets, it shall disclose such planned activity to the Management Board, and the Management Board shall have the option of bringing such activity within the scope of this Agreement and requiring the parties to pursue it jointly.
Cooperative Development. Subject to the terms and conditions set forth in this Agreement, each party to this Agreement shall make the following contributions to the Project:
Cooperative Development. 2.01 WaveMark agrees to develop Controller Products incorporating the Xionics Programs, as follows:
(a) After execution of this Agreement, if an OEM requests development of a reference controller for high-performance color printers for which the Xionics "Maplewood" controller design would be a useful basis, WaveMark shall commence development of a reference controller for high-performance color printers, based on the Xionics "Maplewood" controller design and incorporating a PowerPC 403 processor core. The parties shall mutually develop the Specification (including the development schedule) for such controller in consultation with the initial prospective OEM purchaser thereof.
(b) WaveMark shall develop additional reference controllers for high-performance color printers when and as its resources allow. It shall develop the Specifications for such designs in cooperation with Xionics, taking into account customer and market requirements identified by Xionics. WaveMark shall adopt a processor core of Xionics' choice for its first reference controller design following the "Maplewood"-based design described in subparagraph (a) above; provided, that if Xionics alters its choice of processor during or after completion of such reference design, such that the design based on Xionics' initial choice is unmarketable in the reasonable judgment of either Xionics or WaveMark, Xionics shall compensate WaveMark at WaveMark's time-and-materials rate of $800 per day per engineer for its work that would not otherwise have had to be done (e.g., work necessary to update the controller design to accommodate the revised choice of processor).
(c) WaveMark may develop implementations of Controller Products consisting of software developers' kits and/or Hardware Accelerator solutions, provided that it notifies Xionics of its intent to do so, seeks Xionics' input as to the Specifications for such implementations, and performs such development within the scope of the licenses granted in Section 4. below.
(d) WaveMark agrees to perform OEM Projects, including but not limited to the design and development of customer-specific Controller Products to Specifications provided by OEMs, from time to time. Xionics shall have the right to designate the first three (3) OEM Projects which WaveMark will perform (the project described in Section 2.01 (a) above being the first of such three (3) OEM Projects); provided that such OEMs must appear on the list of strategic customers and prospects attac...
