Customer Improvements Sample Clauses

Customer Improvements. All improvements to the Dry HPC Technology derived from, based on, or invented in whole or in part through Customer’s use of the Dry Workflow pursuant to this Agreement or using the Dry Workflow purchased herein, whether a Customer Improvement or not. and all Intellectual Property Rights therein, shall be owned by IM and if initially conceived, reduced to practice or developed by Customer (whether or not implemented by IM as set forth in Section 4.9.1), shall be assigned to IM as set forth in Section 4.2. IM hereby grants a non-exclusive. royalty-free license (i.e., IM shall not increase the HPC Site License or HPC Enabled Software License due to the implementation or use of such Improvement) to Customer to use any Improvement (other than an IM Improvement) on or with any Dry Workflow for which Customer continues to pay the HPC Site License fee and continues to license the HPC-Enabled Informatics Software. Notwithstanding the foregoing, no license to Customer to use Dry HPC Technology beyond the term or beyond the scope of any license granted to Customer to use Dry HPC Technology is intended or granted by the preceding sentence. Any notification of a proposed Customer Improvement shall comply with the procedure set forth in Section 4.9.2, below. Notwithstanding the foregoing, if IM wishes to commercialize any non-obvious Customer Improvement for sale to third parties, IM shall first negotiate with Customer in good faith to agree upon reasonable compensation to Customer in view of the contribution of the Customer Improvement to the value of the Dry Workflow or a component thereof. If the Parties cannot agree on such compensation then they shall follow the provisions of Section 4.9.3. 4.9.1 Any implementation by IM of Customer Improvements on Customer’s behalf shall be the subject of a separately executed statement of work between the parties that shall specify the commercial and other terms. 4.9.2 Customer may disclose Customer Improvements to IM pursuant to this paragraph. Before fully disclosing any Confidential Information with respect to a Customer Improvement to IM, Customer shall first send a written non-Confidential summary of the proposed Customer Improvement to the attention of the IM Legal Department. Within thirty (30) days of the non-confidential disclosure, IM shall inform Customer that IM either does or does not wish to receive a more detailed description of the proposed Customer Improvement that Customer may label as Confidential Information ...
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Customer Improvements. 11.3.1. Customer shall own all right, title and interest in and to all inventions, discoveries, developments, improvements, new uses, processes, know-how, compounds, compositions, or syntheses that are conceived, reduced to practice or first demonstrated to have utility in the course of activities under this Agreement, the Transition Services Agreement or the Manufacturing Agreement and that are API or Product-specific or are specific to the use of the API for use in the same therapeutic class, including but not limited to any process for making any Product, any use of any Product, any method of analyzing or characterizing any Product or any Product formulation, and any analysis or characterization of any Product or any Product formulation (collectively, “Customer Inventions”). As used in this Agreement, “Product-specific” shall mean relating to the Products, any intermediates or derivatives thereof, and the Manufacturing thereof but not routine manufacturing processes which are not specific to the Manufacturing of Product.
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Customer Improvements. The Parties agree that all Improvements whether generated solely or jointly by employees or agents of BVL or Customer that (i) constitute a Product Improvement; or (ii) are based on or derived from Confidential Information of Customer; or (iii) are Product-specific, and in each case all related intellectual property rights shall be the sole and exclusive property of Customer (“Customer Improvements”), and BVL hereby assigns to Customer (or its designee) all of BVL’s right, title and interest in such Customer Improvements and related intellectual property rights, without additional compensation to BVL. BVL shall take such steps as Customer may reasonably request (at Customer’s expense) to vest in Customer (or its designee) ownership of the Customer Improvements.
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Customer Improvements. All Customer Improvements will be the sole and exclusive property of Customer, and such Customer Improvements are hereby assigned to Customer or its designee by Hovione, its Affiliates and their respective employees, personnel and agents, without any additional compensation to Hovione. Hovione will take all such steps as Customer may reasonably request and at Customer’s expense to vest in Customer or Customer’s designee, ownership of all Customer Improvements.
Sample 1
Customer Improvements. The Parties agree that all Improvements that relate exclusively to the Confidential Information of Customer or are Product-specific, shall be the sole and exclusive property of Customer (“Customer Improvements”) and are hereby assigned to Customer (or its designee) without additional compensation to BVL. BVL shall take such steps as Customer may reasonably request (at Customer’s expense) to vest in Customer (or its designee) ownership of the Customer Improvements.
Sample 1
Customer Improvements. 11.3.1. Customer shall own all right, title and interest in and to all inventions, discoveries, developments, improvements, new uses, processes, know-how, compounds, compositions, or syntheses that are conceived, reduced to practice or first demonstrated to have utility in the course of activities under this Agreement or the 1993 Agreement and that are Product-specific or are specific to the use of the API for use in the same therapeutic class, including but not limited to any process for making any Product, any use of any Product, any method of analyzing or characterizing any Product or any Product formulation, and any analysis or characterization of any Product or any Product formulation (collectively, “Customer Inventions”). As used in this Agreement, “Product-specific” shall mean relating to the Products, any intermediates or derivatives thereof, and the Manufacturing thereof but not routine manufacturing processes which are not specific to the Manufacturing of Product.
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Related to Customer Improvements

  • School Improvement 1. The Board and the Association agree that employee participation in decision making is effective in providing positive results for education. 2. The provisions contained in this section shall apply to all school improvement plans, programs or processes set forth by school improvement committees established in the Xxxxxxx-Xxxxxx School District as a result of Section 1277 of the Revised School Code. 3. It is understood that participation on school improvement committees is voluntary. Further, employees who participate, or are non-participants, in such activities shall not be negatively evaluated for any conduct relative to such committees. 4. In the event that any provision(s) of a school improvement plan, program or process or application thereof violates, contradicts, or is inconsistent with this Collective Bargaining Agreement, the Collective Bargaining Agreement shall prevail.

  • Needs Improvement the Educator’s performance on a standard or overall is below the requirements of a standard or overall, but is not considered to be unsatisfactory at this time. Improvement is necessary and expected.

  • Initial Improvements Subtenant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

  • Lessee's Improvements Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee-Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

  • Tenant's Improvements If the Lessor is the Insuring Party, the Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. If Lessee is the Insuring Party, the policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations and Utility Installations.

  • Personnel Equipment and Material Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the reasonable opinion of County, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by County. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than County. Engineer may not change the Project Manager without prior written consent of County.

  • Quality Improvement VRC shall develop programs designed to improve the quality of care provided by the Radiologists and encourage identification and adoption of best demonstrated processes. Practice and VRC acknowledge that, in connection with such quality improvement activities, it may be necessary to provide VRC with Protected Health Information and Practice and VRC agree to treat such information in accordance with Article 9;

  • Lessee Improvements Lessee shall prepare final plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00.

  • Existing Improvements All improvements located on the Site as of the date of execution of the Construction Contract, whether above or below the surface of the ground, including but not limited to existing buildings, utilities, infrastructure improvements and other facilities.

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