Establishment of Technology Escrow Agreement Sample Clauses

Establishment of Technology Escrow Agreement. Contemporaneously with the execution of this Agreement, the Parties shall enter into a Technology Escrow Agreement (the "Technology Escrow Agreement") with DSI Technology Escrow Services, Inc. (the "Technology Escrow Agent") to secure MCI's rights under the Technology License and to be effective as of the Effective Date, such Technology Escrow Agreement to be substantially in the form of Exhibit 9 "Form of Technology Escrow Agreement" attached hereto. The Technology Escrow Agreement shall be separate from, but supplemental to, this Agreement. Such Technology Escrow Agreement shall be established and maintained at the expense of MCI for the sole benefit of MCI. Should such Technology Escrow Agreement with the Technology Escrow Agent terminate or otherwise expire for any reason during the term of this Agreement or any transition period, Z-Tel agrees that it shall immediately enter into a new escrow arrangement with the Technology Escrow Agent (or another independent escrow agent specified by MCI to serve as Technology Escrow Agent) substantially in the form of Exhibit 9 and in accordance with the provisions of this Section 5.3. Notwithstanding the foregoing, Z-Tel shall not enter into such new escrow arrangement if MCI has exercised its rights to an escrow release due to a Triggering Event, and that release has not been reversed by a court of competent jurisdiction pursuant to Section 5.3.7 of this Agreement.
Sample 1
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Related to Establishment of Technology Escrow Agreement

  • BACKGROUND OF AGREEMENT 1.1 LICENSOR represents that it has certain intellectual property pertaining to services and technologies in the field of teleradiology, in respect to which it is prepared to grant a nonexclusive license to LICENSEE.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Exclusivity Etc The Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. The Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term, subject to any obligations to third parties in existence as of the date hereof, which obligations may not be in conflict with Section 4.2(d) hereof. The Executive also agrees that he will not engage in any other business activities pursued for gain, profit or other pecuniary advantage that are competitive with the activities of the Company, except as permitted in Section 4.2 below. The Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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