Common use of Entering into Statements of Work Clause in Contracts

Entering into Statements of Work. (a) GE Digital and any Xxxxx Xxxxxx Entity may agree from time to time on New Services to be provided by GE Digital to such Xxxxx Xxxxxx Entity in accordance with the terms and conditions of this Agreement and such other terms as set forth in a statement of work to be entered into by GE Digital and the applicable Xxxxx Xxxxxx Entity(ies) (each, a “Statement of Work”). All Statements of Work must be in writing and signed by a duly authorized representative of each of GE Digital and the applicable Xxxxx Xxxxxx Entity prior to the commencement of any New Services under such Statement of Work. Each Statement of Work shall be: (A) deemed a separate agreement between GE Digital and the respective Xxxxx Xxxxxx Entity, and shall be an independent obligation from any other Statement of Work, (B) deemed to incorporate by reference the terms and conditions of this Agreement, and (C) numbered and dated. Statements of Work may be in the form set forth in Schedule 4.01(a), and may contain the following elements: (i) a statement of the scope and objective of the Project; (ii) a detailed description of the New Services to be performed; (iii) identification of the Deliverables and schedule for delivery; (iv) projected total and annual funding levels for each identified Project, including the funding level for each Xxxxx Xxxxxx Entity, GE Digital and/or any Governmental Authority and any specified funding limitations; (v) for each identified Project, the name of the Person designated by each Party (each, a “Project Leader”) to serve on such Party’s behalf as the primary contact between the Parties for such Project; (vi) the term of such Statement of Work, including any renewal options; (vii) the personnel, services, material or other resources that the applicable Xxxxx Xxxxxx Entity shall provide to enable or support the services and any other obligations of such Xxxxx Xxxxxx Entity; (viii) identification of applicable export control and government security classifications for the Project(s); (ix) a statement identifying any Persons or GE Entities that are co-sponsoring the applicable services under such Statement of Work; (x) provisions for post-Project disposal, sale, or use of any equipment acquired for any Project(s); (xi) provisions regarding ownership of, and (sub)license rights to, Services Foreground IP; (xii) any provisions regarding restrictions on the use of any Intellectual Property relevant to such Statement of Work, which shall limit the licenses granted in Article V; and (xiii) such other special provisions as are unique to a specific Statement of Work. (a) The relevant portions of any research records, laboratory notebooks, technical reports, progress reports, invention records, meeting minutes, and other similar business records arising in the course of performance of New Services under such Statement of Work shall be owned by the Party that owns the related Services Foreground IP pursuant to the terms of this Agreement or such Statement of Work, as applicable, to the extent that such business records are created during the term of this Agreement with respect to New Services. GE Digital may retain only archival copies of any such business records owned by a Xxxxx Xxxxxx Entity following the expiration or termination of this Agreement, subject in all respects to the confidentiality restrictions referenced in Article XI.

Appears in 4 contracts

Samples: Master Products and Services Agreement, Master Products and Services Agreement (BAKER HUGHES a GE Co LLC), Master Products and Services Agreement (Baker Hughes a GE Co)

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Entering into Statements of Work. (a) GE Digital and any Xxxxx Xxxxxx Any Customer Entity may agree from time to time on New submit requests for Development Services to be provided by GE Digital Supplier to such Xxxxx Xxxxxx Customer Entity in accordance with the terms and conditions of this Agreement and such other terms as agreed upon by the Parties and set forth in a statement of work to be entered into by GE Digital and the applicable Xxxxx Xxxxxx Entity(ies) (each, a “Statement of Work” or “SOW”). All Statements of Work must be in writing and signed by a duly authorized representative Representative of each of GE Digital Supplier and the applicable Xxxxx Xxxxxx Customer Entity prior to the commencement of any New Development Services under such Statement of Work. Each Statement of Work shall be: (A) deemed a separate agreement between GE Digital and the respective Xxxxx Xxxxxx Entity, and shall be an independent obligation from any other Statement of Work, (B) deemed to incorporate by reference the terms and conditions of this Agreement, and (CB) numbered and dated. Statements of Work may will be in the form set forth in Schedule 4.01(a4.02(a), and may will contain the following elements: (i) a statement of the scope and objective of the Projectproject; (ii) a detailed description of the New Development Services to be performed; (iii) identification of the Deliverables and schedule for delivery; (iv) projected total and annual funding levels for each identified Project, including the funding level for each Xxxxx Xxxxxx Entity, GE Digital and/or any Governmental Authority and any specified funding limitations; (v) for each identified Project, the name of the Person designated by each Party (each, a “Project Leader”) to serve on such Party’s behalf as the primary contact between the Parties for such ProjectDevelopment Services; (viv) the term of such Statement of Work, including any renewal options; (viivi) the personnel, services, material or other resources that the applicable Xxxxx Xxxxxx Entity Supplier shall provide to enable or support the services and any other of its obligations; (vii) the obligations of such Xxxxx Xxxxxx EntityCustomer and its necessary actions required for the development of the Deliverables; (viii) a statement of key project assumptions and dependencies; (ix) [***]; (x) provisions regarding Intellectual Property ownership, if different from Section 9.02 herein; (xi) identification of applicable export control and government security classifications for the Project(s); (ix) a statement identifying any Persons or GE Entities that are co-sponsoring the applicable services under such Statement of Work; (x) provisions for post-Project disposal, sale, or use of any equipment acquired for any Project(s); (xi) provisions regarding ownership of, and (sub)license rights to, Services Foreground IPDevelopment Services; (xii) any provisions regarding restrictions on description of the use of any Intellectual Property relevant to such features being specifically developed for Customer (the “Customer Specific Features”) under the Statement of Work, which shall limit the licenses granted in Article V; andif applicable; (xiii) the technical specifications for any products resulting from the SOW, as well as standards and certifications applicable to the same, any notice or marking requirements and any other relevant technical information. (xiv) such other special provisions as are unique to a specific Statement of WorkSOW. (a) The relevant portions of any research records, laboratory notebooks, technical reports, progress reports, invention records, meeting minutes, and other similar business records arising in the course of performance of New Services under such Statement of Work shall be owned by the Party that owns the related Services Foreground IP pursuant to the terms of this Agreement or such Statement of Work, as applicable, to the extent that such business records are created during the term of this Agreement with respect to New Services. GE Digital may retain only archival copies of any such business records owned by a Xxxxx Xxxxxx Entity following the expiration or termination of this Agreement, subject in all respects to the confidentiality restrictions referenced in Article XI.

Appears in 1 contract

Samples: Supply Agreement (Arlo Technologies, Inc.)

Entering into Statements of Work. (a) GE Digital and any Xxxxx Xxxxxx Entity may mutually agree (which agreement will not be unreasonably withheld or delayed) from time to time on New Professional Services to be provided by GE Digital to such Xxxxx Xxxxxx Entity or Xxxxx Xxxxxx Customer in accordance with the terms and conditions of this Agreement and such other terms as agreed upon by the Parties and set forth in a statement of work to be entered into by GE Digital and the applicable Xxxxx Xxxxxx Entity(ies) (each, a “Statement of Work”). All Statements of Work must be in writing and signed by a duly authorized representative of each of GE Digital and the applicable Xxxxx Xxxxxx Entity prior to the commencement of any New Professional Services under such Statement of Work. Each Statement of Work shall be: (A) deemed a separate agreement between GE Digital and the respective Xxxxx Xxxxxx Entity, and shall be an independent obligation from any other Statement of Work, (B) deemed to incorporate by reference the terms and conditions of this Agreement, and (C) numbered and dated. Statements of Work may be in the form set forth in Schedule 4.01(a3.01(a), and may contain the following elements: (i) a statement of the scope and objective of the Project; (ii) a detailed description of the New Professional Services to be performed; (iii) identification of the Deliverables and schedule for delivery; (iv) projected total and annual funding levels for each identified Project, including the funding level for each Xxxxx Xxxxxx Entity, GE Digital and/or any Governmental Authority and any specified funding limitations; (v) for each identified Project, the name of the Person designated by each Party (each, a “Project Leader”) to serve on such Party’s behalf as the primary contact between the Parties for such Project; (vi) the term of such Statement of Work, including any renewal options; (vii) the personnel, services, material or other resources that the applicable Xxxxx Xxxxxx Entity shall provide to enable or support the services and any other obligations of such Xxxxx Xxxxxx Entity; (viii) identification of applicable export control and government security classifications for the Project(s); (ix) a statement identifying any Persons or GE Entities that are co-sponsoring the applicable services under such Statement of Work; (x) provisions for post-Project disposal, sale, or use of any equipment acquired for any Project(s); (xi) provisions regarding ownership of, and (sub)license rights to, Services Foreground IP, if different than those set forth in Section 5.05 herein; (xii) any provisions regarding restrictions on the use of any Intellectual Property relevant to such Statement of Work, which shall limit the licenses granted in Article ‎Article V; and (xiii) such other special provisions as are unique to a specific Statement of Work. (a) The relevant portions of any research records, laboratory notebooks, technical reports, progress reports, invention records, meeting minutes, and other similar business records arising in the course of performance of New Services under such Statement of Work shall be owned by the Party that owns the related Services Foreground IP pursuant to the terms of this Agreement or such Statement of Work, as applicable, to the extent that such business records are created during the term of this Agreement with respect to New Services. GE Digital may retain only archival copies of any such business records owned by a Xxxxx Xxxxxx Entity following the expiration or termination of this Agreement, subject in all respects to the confidentiality restrictions referenced in Article XI.

Appears in 1 contract

Samples: Master Products and Services Agreement (BAKER HUGHES a GE Co LLC)

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Entering into Statements of Work. (a) GE Digital and any Xxxxx Xxxxxx Any Customer Entity may agree from time to time on New submit requests for Development Services to be provided by GE Digital Supplier to such Xxxxx Xxxxxx Customer Entity in accordance with the terms and conditions of this Agreement and such other terms as agreed upon by the Parties and set forth in a statement of work to be entered into by GE Digital and the applicable Xxxxx Xxxxxx Entity(ies) (each, a “Statement of Work” or “SOW”). All Statements of Work must be in writing and signed by a duly authorized representative Representative of each of GE Digital Supplier and the applicable Xxxxx Xxxxxx Customer Entity prior to the commencement of any New Development Services under such Statement of Work. Each Statement of Work shall be: (A) deemed a separate agreement between GE Digital and the respective Xxxxx Xxxxxx Entity, and shall be an independent obligation from any other Statement of Work, (B) deemed to incorporate by reference the terms and conditions of this Agreement, and (CB) numbered and dated. Statements of Work may will be in the form set forth in Schedule 4.01(a4.02(a), and may will contain the following elements: (i) a statement of the scope and objective of the Projectproject; (ii) a detailed description of the New Development Services to be performed; (iii) identification of the Deliverables and schedule for delivery; (iv) projected total and annual funding levels for each identified Project, including the funding level for each Xxxxx Xxxxxx Entity, GE Digital and/or any Governmental Authority and any specified funding limitations; (v) for each identified Project, the name of the Person designated by each Party (each, a “Project Leader”) to serve on such Party’s behalf as the primary contact between the Parties for such ProjectDevelopment Services; (viv) the term of such Statement of Work, including any renewal options; (viivi) the personnel, services, material or other resources that the applicable Xxxxx Xxxxxx Entity Supplier shall provide to enable or support the services and any other of its obligations; (vii) the obligations of such Xxxxx Xxxxxx EntityCustomer and its necessary actions required for the development of the Deliverables; (viii) a statement of key project assumptions and dependencies; (ix) [***]17; (x) provisions regarding Intellectual Property ownership, if different from Section 9.02 herein; (xi) identification of applicable export control and government security classifications for the Project(s); (ix) a statement identifying any Persons or GE Entities that are co-sponsoring the applicable services under such Statement of Work; (x) provisions for post-Project disposal, sale, or use of any equipment acquired for any Project(s); (xi) provisions regarding ownership of, and (sub)license rights to, Services Foreground IPDevelopment Services; (xii) any provisions regarding restrictions on description of the use of any Intellectual Property relevant to such features being specifically developed for Customer (the “Customer Specific Features”) under the Statement of Work, which shall limit the licenses granted in Article V; andif applicable; (xiii) such other special provisions the technical specifications for any products resulting from the SOW, as are unique to a specific Statement of Work. (a) The relevant portions of any research records, laboratory notebooks, technical reports, progress reports, invention records, meeting minutes, well as standards and other similar business records arising in the course of performance of New Services under such Statement of Work shall be owned by the Party that owns the related Services Foreground IP pursuant certifications applicable to the terms of this Agreement same, any notice or such Statement of Work, as applicable, to the extent that such business records are created during the term of this Agreement with respect to New Services. GE Digital may retain only archival copies of marking requirements and any such business records owned by a Xxxxx Xxxxxx Entity following the expiration or termination of this Agreement, subject in all respects to the confidentiality restrictions referenced in Article XIother relevant technical information.

Appears in 1 contract

Samples: Supply Agreement (Arlo Technologies, Inc.)

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