Customer and Supplier shall each name a technical coordinator. The technical coordinators shall provide the principal interface between Customer and Supplier on technical matters and they may clarify, explain and provide further details as required for the performance of this Agreement, but they shall have no authority to make any agreements between them which change any of the terms and conditions of this, or any other agreement between the parties. Supplier agrees that work related to this Agreement shall be the primary assignment for its technical coordinator, which shall take priority over any other assignment. The parties may mutually agree to increase or decrease these commitments.
Customer and Supplier shall always strive to improve the production process. To that end, Supplier shall form with Customer a continuous improvement team to work collaboratively to identify opportunities for cost reductions throughout the Term of this Agreement, including implementing process enhancements and selecting alternative sources for materials. Customer and Supplier shall formally identify and agree upon cost reduction opportunities in each quarterly business review (each referred to as a “Cost Reduction Project”). Each Cost Reduction Project should include a description of the difference between the current process or procedure and the proposed change, as well as detailed cost estimates, which reflect the implementation of such cost reduction initiatives and their projected impact, as well as the anticipated timeframe for implementation. Unless otherwise specified for a particular Cost Reduction Project, and in the spirit of cooperation, Supplier and Customer shall each benefit from the Cost Reduction Projection by sharing the benefit on a [***] In the event that the savings are fully originated by the Customer, primarily because of some sourcing of materials initiative or design improvement, the benefit should be given to the Customer in full from the actual implementation time. In the event that one party agrees to and actually invests in equipment or modifications to the manufacturing area in order to realize the savings, that party shall get 100% of the savings until fully reimbursed for its investment, at which point Supplier and Customer will start sharing the benefit on a 50/50 basis as described above. Notwithstanding the foregoing, Supplier agrees that the cost-savings initiatives listed in Exhibit 1 of this. Agreement have been undertaken by Customer prior the Effective Date and that, as a result, Supplier shall not share in the proceeds of such initiatives.
Customer and Supplier. Schedule 3.20 sets forth a complete and accurate list of (a) the 20 largest customers of the Company (measured by aggregate xxxxxxxx) during the two fiscal years ended December 31, 2003, indicating the existing Contractual Obligations, if any, with each such Customer by product or service provided and (b) the 20 largest suppliers of materials, products or services to the Company (measured by the aggregate amount purchased by the Company) during the two fiscal years ended December 31, 2003, indicating the Contractual Obligations, if any, for continued supply from each such supplier. The relationships of the Company with the customers and the suppliers required to be listed on Schedule 3.20 are good commercial working relationships and none of such customers or the suppliers has since the Most Recent Balance Sheet Date canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be), or, since the Most Recent Balance Sheet Date, notified the Company of any intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases, as the case may be) its relationship with the Company. Except as described on Schedule 3.20, as of the date hereof, to the Company’s Knowledge, there is no reason to believe that there will be any change in the relationship of the Company with the customers and suppliers required to be listed on Schedule 3.20 as a result of the Contemplated Transactions.
Customer and Supplier. Exceptions This Agreement Schedule 5.1(o) Regulatory Compliance This Agreement Schedule 5.1(q) Intellectual Property - Exceptions This Agreement Schedule 5.1(r) Permits and Licenses This Agreement Schedule 5.1(t) Employee Plans This Agreement Schedule 5.1(v) Product Warranties This Agreement Schedule 5.1(w) Insurance This Agreement Schedule 5.1(x) Required Consents - CTI This Agreement Schedule 6.1 Post-Closing Insurance Coverages This Agreement
Customer and Supplier. Schedule 3.22 sets forth a complete and accurate list of (a) the ten largest customers of the Company (measured by aggregate billings) during the fiscal year ended on the Balance Sheet Date, xxxxxating the existing Contractual Obligations with each such Customer by product or service provided and (b) the ten largest suppliers of materials, products or services to the Company (measured by the aggregate amount purchased by the Company) during the fiscal year ended on the Most Recent Balance Sheet Date, indicating the Contractual Obligations for continued supply from each such supplier. The relationships of the Company with the customers and the suppliers required to be listed on Schedule 3.22 are good commercial working relationships and none of such customers or the suppliers has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) or notified the Company in writing of any intention to do any of the foregoing or, to Sellers' Knowledge, otherwise threatened to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its relationship with the Company. As of the date hereof, to the Sellers' Knowledge, there is no reason to believe that there will be any change in the relationships of the Company with the Customers and Suppliers as a result of the Contemplated Transactions.
Customer and Supplier each acknowledge that performance of this Agreement may result in the discovery, creation, or development of inventions, combinations, machines, methods, formulae, techniques, processes, improvements, software designs, computer programs, strategies, specific computer-related know-how, data and original works of authorship reports, scripts, source code, object code, questionnaires, machine readable data and information, in whatever form, first produced or created by or for Supplier as a result of or related to the performance of the Services (collectively and individually, the “Work Product”). Supplier agrees that it will promptly and fully disclose to Customer any and all Work Product generated, conceived, reduced to practice, or learned by Supplier or any of its employees, either solely or jointly with others, during the term of this Agreement, which in any way relates to the business of Customer. Supplier further agrees that neither Supplier or Supplier's employees, nor any party claiming through Supplier or Supplier's employees, will, other than in the performance of this Agreement, make use of or disclose to others any proprietary information relating to the Work Product.
Customer and Supplier. Agreements Concluded with a Waiver of General Terms and Conditions Exhibit 6.16(a)(ii) .. General Terms and Conditions of Sale Exhibit 6.17(b) ...
Customer and Supplier working jointly will implement a joint quality improvement program to improve quality and to reduce costs for Products.
Customer and Supplier acknowledge and agree that each of them is bound by that certain Mutual Non-Disclosure Agreement entered into between them on July 1, 2017.
Customer and Supplier. Schedule 2.21 sets forth a complete and accurate list of (a) the ten largest customers of the Company (measured by aggregate xxxxxxxx) during the fiscal year ended January 31, 2008, indicating the existing Contractual Obligations with each such customer by product or service provided and (b) the ten largest suppliers of materials, products or services to the Company (measured by the aggregate amount purchased by the Company) during the fiscal year ended January 31, 2008, indicating the Contractual Obligations for continued supply from each such supplier. The relationships of the Company with the customers and the suppliers required to be listed on Schedule 2.21 are good commercial working relationships and none of such customers or the suppliers has canceled, terminated or otherwise altered (including any reduction in the rate or amount of sales or purchases, material increase in the prices charged or paid, or change to the supply or credit terms, as the case may be) or notified the Company of any intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or alter (including any reduction in the rate or amount of sales or purchases, material increase in the prices charged or paid, or change to the supply or credit terms, as the case may be) its relationship with the Company. As of the Closing Date, to the Seller’s Knowledge, there is no reason to believe that there could be any change in the relationships of the Company with any of its customers or suppliers as a result of the Contemplated Transactions. The Seller has no notice of any facts or circumstances that has or could result in a change in the relationship that Company has with any of its customers and suppliers, other than facts or circumstances that relate primarily to economic conditions in general and the economic performance of the entire industry in which the Company is engaged.
