JMD Committee Clause Samples
The JMD Committee clause establishes a joint management and decision-making body composed of representatives from the parties involved in an agreement. This committee typically oversees the progress of a project, resolves disputes, and makes key operational decisions, such as approving budgets or project changes. By providing a structured forum for collaboration and governance, the clause ensures that both parties have a say in important matters, thereby promoting transparency and reducing the risk of misunderstandings or unilateral actions.
JMD Committee. (a) Each Party has previously designated three (3) representatives (the “Representatives”) who shall continue to collectively constitute the JMD Committee (the “Committee”). The Parties agree that at least one of the Representatives of each Party shall be based at the Yokkaichi Facility or, if the Kitakami Facility is the only facility used for the JMD Project, at Kitakami (unless otherwise agreed by the Parties) on a substantially full-time basis and involved in day-to-day operations of the JMD Project. The Committee will meet regularly to review, discuss and determine the direction of the JMD Project, including the Roadmap.
(b) The Committee shall be responsible for executing the Roadmap and, among other things, establishing and approving an annual and quarterly budget for the JMD Project. In addition, the Committee shall be responsible for budgeting and including in the Roadmap the transfer of successful technology from the JMD Project into mass production for the joint ventures between the Parties; provided, however, that such transfer shall be considered achieved when the first product in new technology passes qualification testing (such event, the “Qualification Testing”). After Qualification Testing, the JMD Personnel shall provide assistance from time to time to the manufacturing and product engineering organizations with the yield ramp for a technology transferred from the JMD Project.
(c) The Committee may, from time to time, amend and revise the Roadmap, with such amended and restated Roadmap to be provided to each Party and uploaded to the Database (as defined below).
(d) The Committee shall meet at least once during each calendar quarter of the year.
(e) Subject to the prior approval of the Committee, each Party may conduct development activity for Proprietary Products (as defined below) at its sole responsibility and cost, subject to the terms and conditions in this Agreement and any other terms and restrictions imposed by the Committee; provided, that such approval shall not be unreasonably withheld or delayed (the “Proprietary Project”). “Proprietary Product” shall mean any product [***].