Functional Category: Technology Sample Clauses

Functional Category: Technology. Distributing’s initial Service Managers shall be Xxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxxx and Xxxx Xxxxx and Publishing’s initial Service Managers shall be Xxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxxxx. Notwithstanding Section 3.02 of the Agreement, Publishing will reimburse Distributing for a portion of Distributing’s full time employee costs based on the percentage of such employees’ time spent providing the Transition Services included in this item I of this Schedule A to Publishing.
Sample 1
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Functional Category: Technology. Distributing’s initial Service Managers shall be Xxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxxx and Xxxx Xxxxx and Publishing’s initial Service Managers shall be Xxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxxxx. Notwithstanding Section 3.02 of the Agreement, (a) Distributing will reimburse Publishing for a portion of Publishing’s full time employee costs based on the percentage of such employees’ work in connection with providing the Transition Services included in this item I of this Schedule B to Distributing and (b) Distributing will reimburse Publishing for out-of-pocket or third party costs incurred by Publishing to make repairs to, or replacements of, equipment or systems to the extent that such repairs or replacements have become, through no fault of Publishing, necessary for the provision of any Transition Service included in this item I of this Schedule B, provided that such reimbursement amount shall be limited to the proportionate share of the utilization of such equipment or systems represented by the Transition Services in this item I of this Schedule B (taking into account the remaining Term of the applicable Transition Service). Notwithstanding Article II of the Agreement, the Provider may reduce the level of service provided pursuant to this item I of this Schedule B in a manner that is consistent with a reduction of the level of service provided to the Provider’s own business resulting from a reduction in the Provider’s workforce, provided that (x) in the event of such a reduction in the level of service provided to the Recipient, the Recipient shall have the right to require that the Provider obtain additional third party staffing to the extent necessary to return to the service levels that would be required but for this provision (it being understood that (i) such additional third party staffing will be directed and managed by the Provider, but will be completely dedicated to providing Transition Services for Recipient’s benefit under the Agreement, and (ii) the Recipient shall be charged for the costs and expenses of such additional third party staffing pursuant to Section 3.02 of the Agreement) and (y) the Provider shall notify the Recipient of any change in service levels pursuant to this provision and, at the Recipient’s request, shall provide service statistics and policy statements evidencing then-current service levels of the Provider’s business. Upon the expiration of the Transition Services included in items 15, 36 and 37 of this item I of this S...
Sample 1

Related to Functional Category: Technology

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

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