Executive Steering Committee Clause Samples
The Executive Steering Committee clause establishes a governing body responsible for overseeing the direction and progress of a project or contractual relationship. Typically, this committee is composed of senior representatives from each party involved, who meet regularly to review milestones, resolve escalated issues, and make high-level decisions. By centralizing authority and providing a structured forum for collaboration, the clause ensures effective project governance and facilitates timely resolution of strategic concerns.
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Executive Steering Committee. 5.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically as it deems necessary, but at a minimum, [***]*, until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or ...
Executive Steering Committee. (a) Establishment. Within 30 days following the Effective Date, MannKind and United Therapeutics shall establish an Executive Steering Committee (the “ESC”) to oversee the activities of the Parties under this Agreement.
Executive Steering Committee. If the Relationship Managers do not resolve the Dispute within [***]* (or such longer period as the Relationship Managers may agree) after the date of referral of the Dispute to them, either Party may elect to proceed directly to the Executive Steering Committee.
Executive Steering Committee. Each of SAP and AP will provide the other with the names of up to three members of its senior management staff (inclusive of the Alliance General Managers) who will serve on an executive steering committee ("Executive Steering Committee"). The Executive Steering Committee will be responsible for (a) generally overseeing the performance of each party's obligation under this Agreement, and (b) making, and providing continuity for making, strategic decisions regarding the Alliance Offering. The Executive Steering Committee will meet quarterly. Topics of these meetings may include the strategic objectives of the parties and long-range planning.
Executive Steering Committee. The Executive Officers of the Parties shall meet once a year to discuss strategic issues and other issues that either Party deems important to maintain a successful development and commercial collaboration.
Executive Steering Committee. (a) Effective as of the Closing Date, an Executive Steering Committee (the “ESC”), shall be deemed established, which ESC shall continue until the date that is six (6) months after the Closing Date, at which time the ESC shall be automatically deemed dissolved. The ESC shall be composed of four members, with two members to be appointed by P▇▇▇▇▇ and two members to be appointed by the Company, in each case no later than the Closing Date. Parent shall designate one of the ESC members as the “ESC Chair.” Each ESC member shall have executed a confidentiality agreement reasonably acceptable to Parent. The ESC will meet once every other month. The ESC Chair will send a draft agenda for each meeting to the other members, and each of the members may, with the reasonable approval of the ESC Chair, invite individuals who are not ESC members to participate in ESC meetings (provided that such individuals have executed a confidentiality agreement with the party that invited it). The ESC Chair shall record minutes of each meeting and promptly distribute them to the ESC members.
(b) The ESC’s primary responsibility will be to review and approve a development and commercialization plan with respect to the Acquired Products (the “Acquired Product Plan”). Parent will prepare and deliver to the ESC a draft of the Acquired Product Plan, and, at its regularly scheduled meetings and any special meetings agreed to, any attended by, all four members of the ESC, the ESC will review, discuss and provide comments to Parent with respect to such Acquired Product Plan, and the ESC will be responsible for approving the final Acquired Product Plan.
(c) The unanimous approval of the ESC will be required with respect to all matters within the scope of the ESC’s authority. If the ESC cannot reach unanimous agreement, then (i) such matter shall be referred to the Holder Representative and the Chief Executive Officer of Parent, and such persons shall negotiate in good faith to resolve any such dispute in a mutually satisfactory manner for thirty (30) days after the referral of the applicable matter to them (or such longer period of time to which the Chief Executive Officer of Parent and Holder Representative may mutually agree) and (ii) if Parent and the Holder Representative fail to reach unanimous agreement within the thirty (30) day period described in the prior clause (i), then Parent shall have the final decision-making authority with respect to any such matters.
(d) Notwithstanding anyt...
Executive Steering Committee. The “Executive Steering Committee” for this Agreement is an oversight committee comprised of executives of the Directory Publisher and the Telephone Company or, in the case of Telephone Company, its parent corporation. The goals of the Executive Steering Committee are as follows:
(a) discuss the strategic business goals of the parties with regard to this Agreement;
(b) establish future direction for the parties’ relationship and for this Agreement;
(c) act as an escalation point for resolution of disputes on operational and other issues; and
(d) address other strategic issues related to this Agreement. Examples (not all-inclusive) of the types of issues to be addressed by the Executive Steering Committee include (i) discussing plans for market expansion; (ii) discussing changes in the Directory cover or advertising program, in each case described in Article 5; and (iii) discussing discontinuances of or changes to the publication schedule or coverage of Directories. The Executive Steering Committee will be comprised of at least one representative from each of the Directory Publisher and the Telephone Company, each of whom shall be a senior executive. Subject to the foregoing, each party shall appoint its representatives to the Executive Steering Committee in its sole discretion. The Executive Steering Committee will meet on a regularly scheduled basis, not less than quarterly. In addition, the Executive Steering Committee shall meet at the request of any party upon at least 30 days’ prior written notice of such request to all committee members. Either party may propose items for the agenda of a meeting of this committee by 30 days’ prior written notice to all committee members. Each party shall bear the costs of its own representatives in connection with the Executive Steering Committee. Meetings may be held by teleconference and if held in person, shall alternate between a location selected by the Telephone Company and a location selected by the Directory Publisher. In all cases, each party shall give due regard to scheduling and location concerns of the other party’s members. The Executive Steering Committee shall appoint Directory Relationship Managers and Telephone Service Relationship Managers who shall be responsible for the day-to-day interaction between the Directory Publisher and the Telephone Company.
Executive Steering Committee. In order to monitor, coordinate and facilitate implementation of the terms and conditions of this Agreement, the Parties shall establish an “Executive Steering Committee” consisting of at least one (1) vice president or equivalent from each Party and an equal number of members. The Executive Steering Committee shall provide general oversight of the terms and conditions of this Agreement and shall work in good faith to resolve any Disputes that cannot be resolved by the Operating Committee in accordance with Section 28 below. Additionally, the Executive Steering Committee shall discuss new business development opportunities with respect to telematics services.
Executive Steering Committee. The Parties shall form a steering committee to facilitate communications between them (the “Executive Steering Committee”). The members, activities and responsibilities of the Executive Steering Committee are set forth in Schedule S (Governance).
Executive Steering Committee. The Parties hereby establish an executive steering committee (the “Executive Steering Committee” or the “ESC”). The ESC shall consist of three (3) senior executives of each Party, with at least one (1) such senior executive from each such Party holding the position of vice president or above. The ESC shall manage the overall Collaboration, and shall in particular:
(a) coordinate the activities of the Parties under this Agreement, including facilitating communications between the Parties with respect to the Research, Development, Manufacture and Commercialization of the Compounds and Products; * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission
(b) provide a forum for discussion of the Research, Development, Manufacture and Commercialization of the Compounds and Products;
(c) direct and oversee the operation of the JRC, GDC, JCC and any other joint subcommittee established by ESC, including resolving any disputed matter of the JRC, GDC, JCC and other subcommittees in accordance with Section 2.9;
(d) review and approve amendments to the Research Plan prepared by the JRC in accordance with Section 4.2;
(e) review and approve (subject to the amendment requirement in Section 2.9(d)(ii)) any modification of the HCM1 Criteria, HCM2 Criteria and/or DCM1 Criteria, including any applicable MOA, in accordance with Section 2.9(d)(ii);
(f) establish additional subcommittees, as required under the Agreement or as appropriate, such as for coordination of publications (as set forth in Section 11.4), for coordination of medical education or for patent-related matters; and
(g) perform such other duties as are expressly assigned to the ESC in this Agreement, and perform such other functions as appropriate to further the purposes of this Agreement as may be allocated to it by the Parties’ written agreement, except where in conflict with any provision of this Agreement.