Licensor Reviews Sample Clauses

Licensor Reviews. Any approval by Licensor or the Marketing Review Team shall not be deemed a waiver of Licensor’s rights and remedies under this Agreement, and Licensee and its sublicensees shall be responsible for their continued compliance with the terms thereof. In addition, Licensee acknowledges that Licensor may request periodic reviews of those Marketing Materials, training materials and standard checklists and other tools used by Licensee that are reasonable in scope to assist the Marketing Review Team being used by Licensee and its sublicensees in connection with the Licensed Mxxx or the Phase-Out M&E Licensed Mxxx, and Licensee and its sublicensees shall offer reasonable cooperation in connection therewith; provided, that Licensor shall not undertake more than one (1) periodic review per calendar quarter. In the event that Licensor believes, in its sole discretion, that any Marketing Materials approved by the Marketing Review Team fail to comply with the terms of this Agreement, then Licensor and Licensee shall discuss in good faith options for Licensee to cure such alleged non-compliance. If Licensor and Licensee are unable to agree to a mutually acceptable cure of the alleged non-compliance, the matter shall be subject to the dispute resolution provisions set forth in Schedule M. If the Executive Partnership Forum (as defined in the Global Commercial Services Operating Agreement) or the senior executives, as applicable, find that subject Marketing Materials do not comply with the terms of the Agreement, or the dispute is not resolved by the CEO Deadline, Licensor may cause the Marketing Review Team to withdraw such approval and Licensee shall promptly take commercially reasonable action to cease all display and use of such materials on a going-forward basis until the non-compliance is remediated to Licensor’s reasonable satisfaction. In the event that Licensor identifies three (3) instances in any twelve (12) month period in which the Marketing Materials fail to materially comply with the terms of this Agreement and such non-compliance is not cured promptly, as is reasonable under the circumstances, but no later than within (3) months of Licensee receiving notice from Licensor of such non-compliance, Licensor may escalate the non-compliance to the Executive Partnership Forum which shall mutually agree to remedial actions necessary to correct the non-compliance. In connection with the foregoing periodic reviews, Licensor reserves the right to conduct a post-revie...
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Related to Licensor Reviews

  • Prior Review (a) With respect to each contract for the employment of consulting firms estimated to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 1, 2 (other than the third subparagraph of paragraph 2(a)) and 5 of Appendix 1 to the Consultant Guidelines shall apply. (b) With respect to each contract for the employment of individual consultants estimated to cost the equivalent of $50,000 or more, the qualifications, experience, terms of reference and terms of employment of the consultants shall be furnished to the Association for its prior review and approval. The contract shall be awarded only after the said approval shall have been given.

  • Log Reviews All systems processing and/or storing PHI COUNTY discloses to 11 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 12 must have a routine procedure in place to review system logs for unauthorized access.

  • BUSINESS REVIEWS Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

  • Periodic Reviews During January of each year during the term hereof, the Board of Directors of the Company shall review Executive's Annual Salary, bonus, stock options, and additional benefits then being provided to Executive. Following each such review, the Company may in its discretion increase the Annual Salary, bonus, stock options, and benefits; however, the Company shall not decrease such items during the period Executive serves as an employee of the Company. Prior to November 30th of each year during the term hereof, the Board of Directors of the Company shall communicate in writing the results of such review to Executive.

  • Reviews (a) During the term of this Agreement and for 7 years after the term of this Agreement, the HSP agrees that the Funder or its authorized representatives may conduct a Review of the HSP to confirm the HSP’s fulfillment of its obligations under this Agreement. For these purposes the Funder or its authorized representatives may, upon 24 hours’ Notice to the HSP and during normal business hours enter the HSP’s premises to: inspect and copy any financial records, invoices and other finance- related documents, other than personal health information as defined in the Enabling Legislation, in the possession or under the control of the HSP which relate to the Funding or otherwise to the Services; and inspect and copy non-financial records, other than personal health information as defined in the Enabling Legislation, in the possession or under the control of the HSP which relate to the Funding, the Services or otherwise to the performance of the HSP under this Agreement. (b) The cost of any Review will be borne by the HSP if the Review: (1) was made necessary because the HSP did not comply with a requirement under the Enabling Legislation or this Agreement; or (2) indicates that the HSP has not fulfilled its obligations under this Agreement, including its obligations under Applicable Law and Applicable Policy. (c) To assist in respect of the rights set out in (a) above, the HSP shall disclose any information requested by the Funder or its authorized representatives and shall do so in a form requested by the Funder or its authorized representatives. (d) The HSP may not commence a proceeding for damages or otherwise against any person with respect to any act done or omitted to be done, any conclusion reached or report submitted that is done in good faith in respect of a Review.

  • Program Review The State ECEAP Office will conduct a review of each contractor’s compliance with the ECEAP Contract and ECEAP Performance Standards every four years. The review will involve ECEAP staff and parents. After the Program Review, the State ECEAP Office will provide the contractor with a Program Review report. The contractor must submit an ECEAP Corrective Action Plan for non-compliance with ECEAP Performance Standards. The Plan must be approved by the State ECEAP Office.

  • Feedback You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and trans- ferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Business Review Meetings In order to maintain the relationship between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor’s performance • Review of minimum required reports • Addressing of any elevated Customer issues • Review of continuous improvement ideas that may help lower total costs and improve business efficiencies.

  • Commercialization Reports Throughout the term of this Agreement and during the Sell-Off Period, and within thirty (30) days of December 31st of each year, Company will deliver to University written reports of Company’s and Sublicensees’ efforts and plans to develop and commercialize the innovations covered by the Licensed Rights and to make and sell Licensed Products. Company will have no obligation to prepare commercialization reports in years where (a) Company delivers to University a written Sales Report with active sales, and (b) Company has fulfilled all Performance Milestones. In relation to each of the Performance Milestones each commercialization report will include sufficient information to demonstrate achievement of those Performance Milestones and will set out timeframes and plans for achieving those Performance Milestones which have not yet been met.

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