IMPROVEMENTS ADVANCES Clause Samples
The "Improvements Advances" clause defines how advancements or enhancements made to a product, process, or intellectual property during the term of an agreement are handled between the parties. Typically, this clause specifies whether such improvements are owned by one party, jointly owned, or licensed to the other party, and may outline obligations to disclose and share these advancements. Its core practical function is to clarify rights and responsibilities regarding new developments, thereby preventing disputes over ownership and use of improvements that arise during the collaboration.
IMPROVEMENTS ADVANCES. Each advance of the Loan from the Fujitsu Tenant Improvements line item of the Budget, and each advance of funds from the Capital Replacements Reserve, shall be made on the following terms and conditions:
1. Each request for such an advance shall specify the amount requested, shall be on forms satisfactory to Lender, and shall be accompanied by appropriate invoices, bills paid affidavits, lien waivers, title updates, endorsements to the title insurance, and other documents as may be required by Lender. Such advances may be made, at Lender's election, either: (a) in reimbursement for expenses paid by Borrower, or (b) for payment of expenses incurred and invoiced but not yet paid by Borrower, or (c) with respect to tenant improvements, by funding allowances for tenant improvements (the "Fujitsu TI's") undertaken to be constructed by Fujitsu Ten Corp. of America ("Fujitsu") and completed in accordance with its lease with Borrower dated May 1, 2012 (the "Fujitsu Lease"). Lender, at its option and without further direction from Borrower, may disburse any advance to the Person to whom payment is due or through an escrow satisfactory to Lender. Borrower hereby irrevocably directs and authorizes Lender to so advance the proceeds of the Loan or the Capital Replacements Reserve, as applicable. All sums so advanced from the Fujitsu Tenant Improvements line item shall constitute advances of the Loan and shall be secured by the Loan Documents. Lender may, at Borrower's expense, conduct an audit, inspection, or review of the Project to confirm the amount of the requested advance.
2. Borrower shall have submitted and Lender shall have approved (a) for capital replacements work only, the improvements to be constructed, (b) for capital replacements work only, the plans and specifications for such improvements, which plans and specifications may not be changed without Lender's prior written consent, and (c) if requested by Lender, each contract or subcontract for an amount in excess of $20,000 for the performance of labor or the furnishing of materials for such improvements.
3. Borrower shall have submitted and Lender shall have approved the time schedule for completing the capital replacements work. After Lender's approval of a detailed budget for such capital replacements work, such budget may not be changed without Lender's prior written consent. If the estimated cost of such capital replacements work exceeds the unadvanced portion of the amount allocated therefor in the...