Innovation Council; Innovation Fund Sample Clauses

Innovation Council; Innovation Fund. (a) The Relationship Managers and such equal number of other employees of each party as the parties shall mutually determine from time to time (the “Innovation Council”) shall be charged with developing innovation projects for the Program. Bank will establish (by creation of a record maintained by Bank) and administer an innovation fund (“Innovation Fund”) to fund the costs and expenses of implementing the agreed innovation projects developed by the Innovation Council. (b) During the Term and prior to either party issuing a notice of termination, Bank will allocate to the Innovation fund at the beginning of each Program Year ***. Except for the right to require Bank to make payments from such fund from time to time in accordance with Section 5.2(c) hereof, Retailer shall have no right, title or interest in or to the Innovation fund in or to any amounts which have been allocated thereto. Any amounts previously allocated to the Innovation Fund but not used by Bank as of (x) the end of any Program Year or (y) the date of any notice of termination hereunder or at any time thereafter, may be withdrawn and retained by Bank for its own account without obligation to account therefore to Retailer. (c) Except as set forth in Section 5.2(b), neither party shall have any obligation to allocate any money to the Innovation Fund. Neither party shall have any obligation to pay more for any such innovation project than the amount allocated at such time to the Innovation Fund; provided, that the parties may mutually agree to share or otherwise allocate the costs of implementing any innovation projects to the extent the cost of such innovation projects is expected to exceed the funds then available in the Innovation Fund.
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