New Technologies. Subject to the bona fide rights of Third Parties that may exist now or hereafter, excluding licenses granted by XCYTE in the Field and the Territory, and during the Term of the Agreement, XCYTE hereby grants to FRESENIUS the right to include in the Exclusive License as “Xcellerate™ Technology” any Improvements (“New Technology”) in the Field and in the Territory, provided that FRESENIUS will be obligated, at minimum, to pay XCYTE (a) for the direct costs and expenses incurred by XCYTE (including but not limited to labor and overhead expenses) in connection with transferring such New Technology to FRESENIUS plus an additional profit markup to be mutually agreed upon in good faith, within [*] days of receipt of invoice(s), and (b) any milestones and royalties that accrue to Third Parties as a result of FRESENIUS’ development and commercialization of a Product incorporating such New Technology, in addition to any milestones and royalties that are otherwise payable under this Agreement. Exhibit A shall be amended from time to time to add the patents and patent applications covering New Technologies that FRESENIUS elects to include under this Agreement. XCYTE shall notify FRESENIUS of New Technology in writing and FRESENIUS shall execute its right under this 3.3 within four months after receipt of such notice. Nothing herein shall be construed as a waiver of first-to-use, first to invent defense by FRESENIUS.
New Technologies. (a) THIRD-PARTY RIGHTS. The Management Committee may acquire from third parties, if commercially reasonable, such rights to new technology in the Field as are necessary or desirable for the JV, directly or indirectly, to make, use and sell Products. The JV (and not the Collaborators individually) shall be responsible for any payments or royalties for such rights attributable to the sale of Products in the Major Markets owing to a third party under an agreement approved by the Management Committee.
New Technologies. 10.4.1 Rhythms acknowledges Cisco's substantial interest in state-of-the-art technologies that offer improved performance and more efficient and cost-effective ways to meet Cisco's communications and related requirements. Rhythms desires to offer to Cisco such advanced technologies, whether in the form of Service or equipment upgrades or new Services (collectively, "New Technologies") and to keep Cisco apprised of improvements to existing technologies and of the expected and actual availability and implementation of New Technologies by Rhythms and other Carriers.
10.4.2 Rhythms shall offer Cisco opportunities to participate in Beta test programs for New Technologies and services and, where mutually agreeable, shall reasonably cooperate in the testing and deployment of new or enhanced functions, technologies or applications, including those conceived or developed by Cisco and/or third parties working with Cisco.
10.4.3 Rhythms shall inform Cisco of Rhythms's and any Carrier's plans for, or the existence of, any New Technologies offered by Rhythms (or by a third party but available through Rhythms) that Rhythms believes Cisco might wish to consider procuring. Upon Cisco's request, Rhythms shall provide (when available ) the price, performance specifications, installation intervals, and/or effects of any Rhythms New Technologies on Services then being purchased by Cisco under this Agreement.
New Technologies. As one of many means for collecting information, by no later than January 30, 2026, the joint committee shall have held separate Constituent Workload Town Hall meetings with Members in each College, with Librarians, and with Veterinarians. Members will be invited to provide written submissions by February 27, 2026. The committee may also decide to call a Member or Members to meet with the committee. Within 30 days of the last meeting, the joint committee shall issue a report, including recommendations with regard to its mandate. Upon issuance, the committee’s report shall be distributed to all Members. The Parties shall make good faith efforts to arrive at a mutually acceptable XXX in order to implement measures that recognize and/or mitigate Member workload, in keeping with the report and its recommendations. The Parties agree that increasing workload faced by Members can have negative impact on Members’ wellness and work-life balance. The Parties commit to working productively and collaboratively in order to ensure the successful conclusion of the work of the joint committee. Mr. Xxxxxxx Xxxxxx is seized for the implementation of this XXX. Should Xx. Xxxxxx be unavailable, the Parties will jointly agree on an alternative within thirty (30) days of the notice to refer. acceptable XXX in order to implement measures that recognize and/or mitigate Member workload, in keeping with the report and its recommendations. The Parties agree that increasing workload faced by Members can have negative impact on Members’ wellness and work-life balance. The Parties commit to working productively and collaboratively in order to ensure the successful conclusion of the work of the joint committee. Mr. Xxxxxxx Xxxxxx is seized for the implementation of this XXX. Should Xx. Xxxxxx be unavailable, the Parties will jointly agree on an alternative within thirty (30) days of the notice to refer. NEW Letter of Understanding ii – Continuing Appointment and Promotion (CAP) Committee for Veterinarians in Ontario Veterinary College (OVC) Academic Units The Parties agree that this Letter shall form part of the Collective Agreement. Except as noted in this XXX, Article 33: Continuing Appointment, Promotion, and Review of Veterinarians, shall be followed. For the purposes of Article 33.16, the Report for Veterinarians in OVC Departments shall be written by the Program Chair, Program Director or Program Manager who provides the Member’s daily oversight. NEW Letter of Understanding iv – M...
New Technologies. Section 1: The Union agrees to installation and activation of GPS/camera equipment on District vehicles for the primary purpose of further enhancing safety, operational efficiency, and quality of delivery of services to the students and their families.
Section 2: It is understood that personnel investigations may be undertaken and disciplinary actions imposed based on information learned or discovered by means of GPS/camera equipment on District vehicles.
Section 3: The District further agrees that the information contained in and derived from any GPS/camera reports shall not be disclosed to any third party, except as required by law or contract.
Section 4: The parties agree that the tampering with or disabling of any GPS/camera system may be grounds for discipline, up to and including termination.
New Technologies. Subject to the bona fide rights of Third-Parties that may exist, SGI hereby grants to EOS the right to [***] as "SGI TECHNOLOGY," [***] during the Research Program Term ("New Technology"). SGI shall promptly notify EOS of any New Technology by providing a description of the New Technology, including all material terms applicable to sublicensees of the New Technology. Upon such notification, EOS may, by giving written notice to SGI at any time during the Research Program Term, [***] under this Agreement; provided that EOS will be obligated [***] as a result of EOS's development and commercialization of a Product, in addition to any milestones and royalties that are otherwise payable under this Agreement. For the purposes of clarity, the Parties acknowledge and agree that EOS shall not be obligated to pay [***]. SCHEDULE B shall be amended from time to time to add the patents and patent applications covering New Technologies and may be amended from time to time to add any new patents or patent applications covering New Technologies and Improvements related thereto and the specific terms of the SGI In-Licenses covering such New Technologies and Improvements related thereto with which EOS shall comply.
New Technologies. Vendor and Vendor’s Affiliates acknowledge Reliance’s substantial interest in state-of-the-art technologies that offer improved performance and more efficient and cost-effective ways to meet Reliance’s communications and related requirements. As the Vendor or any Vendor Affiliate develops and acquires new capabilities, such as improvements to existing technologies, the Vendor shall, no less frequently than [***], keep Reliance fully apprised of such new capabilities and of the expected and actual availability, use, and implementation of such new technologies developed or acquired by Vendor or any Vendor Affiliate; provided, that if requested by Reliance, such reports shall include business case analyses of the tangible and service benefits that Reliance may realize from each such technology. Vendor shall consult with Reliance about opportunities to participate in Beta test programs for new technologies and services and shall cooperate in the testing and deployment of new features, functions, technologies, or applications conceived or developed by Reliance. Vendor and Vendor’s Affiliates shall design and manufacture their existing Products and Features to comply with the Specifications. In designing and developing future products and Features, Vendor and Vendor’s Affiliates shall be competitive with other manufacturers and suppliers with respect to Features, products and services relevant to the Broadband Access Reliance Network. Vendor and Vendor’s Affiliates acknowledge Reliance’s primary objective is to be the leading national and international Broadband Access operator and to offer, at all times, high revenue, cost effective and competitive communications services via the Broadband Access Reliance Network. To this end, Vendor and Vendor’s Affiliates shall take into account, in its and their development of future products and Features, inter alia, of all new standards and specifications being developed by Standards Organizations that are relevant to any Features, Products and Services furnished by Vendor and/or Vendor’s Affiliates to Reliance. Vendor and Vendor’s Affiliates shall discuss and monitor such developments with Reliance through the Development Committee and will use all commercially reasonable endeavours to keep Reliance competitive with leading-edge technology and the timely development of innovative and cost-effective new products and Features.
New Technologies. (a) In the event either party learns of a possibility to acquire ownership of, or obtain a license or option to, a technology (including without limitation any method, Know-How, Invention or composition of matter)
(i) that might enable or improve a System being developed under the Agreement, or
(ii) that might form the basis for a new System that might be developed under this Agreement in the Field,
(a " New Technology") such party will notify the other party of such possibility, and the Management Board will consider whether to pursue the acquisition of rights to such New Technology. If the Management Board determines to pursue the acquisition of rights to such New Technology in the Field, each party will have the right to become a joint owner of any New Technology acquired, or joint licensee of any New Technology so licensed, subject to such party sharing 50% (unless the parties agree in writing to another percentage) of the cost of acquiring ownership of, or obtaining a license to, such technology. Notwithstanding the foregoing, if the Management Board determines to pursue a New Technology that has use outside the Field, as well as within the Field, the party who identified such opportunity shall, unless the parties agree otherwise, have exclusive rights to practice such New Technology outside the Field, and the other party will be required to share 50% (unless the parties agree in writing to another percentage) of only that portion of the cost of acquiring ownership of, or obtaining a license to, such New Technology that is allocable to its value for use within the Field. Such allocable value shall be determined by mutual agreement, or failing such agreement, by arbitration pursuant to Section 3.2(d)(i) hereof. Any New Technology to which rights are jointly acquired by the parties may be exploited by either party within the Field solely under, and in accordance with, the terms (including, without limitation, sharing of development expenses and revenues) of this Agreement, unless the parties otherwise expressly agree in writing to other terms.
(b) If the Management Board determines not to pursue the acquisition of rights in a New Technology, due to the negative vote of the representatives of one party, the other party (if the representatives of such party voted in favor of acquiring rights to the New Technology), at its sole expense, may acquire ownership of, or obtain a license to, such New Technology and may exploit such New Technology within or outsi...
New Technologies. 14.1. MagiNet and GDG shall at all times offer to the Hyatt Parties and each Hotel the most advanced guest video services and features (and associated technologies) either of these Parties or its competitors offers to any other hotel.
14.2. MagiNet and GDG shall provide the Hyatt Parties with written notice of any new guest video services and features (and associated technologies) within thirty (30) days of the party's first knowledge of such development(s).
14.3. The Parties agree that the Advisory Board will periodically, and at least quarterly hold a meeting to review the guest video services and features (and associated technologies) currently available to hotel chains and hotels competitive with the Hotels and the services and features (and associated technologies) which may become available in the industry, whether from MagiNet, GDG or otherwise.
14.4. Should Hyatt determine that it is commercially necessary in order to maintain its competitive position in the marketplace for one or more services or features (and associated technologies), or a more advanced version of existing services or features (and associated technologies), to be added to the System, then GDG and/or MagiNet shall within nine (9) months of written notice from the Hyatt Parties of such determination (which shall be six (6) months in cases where such service or feature and associated technology is in use in the marketplace), implement the service or feature and associated technology in all future Hotel installations and in any Hotels then subject to Individual Agreements. The failure of MagiNet or GDG to comply with this provision shall be a default under this Agreement and shall be subject to the remedies set forth in section 26.3. hereof. The failure of MagiNet and/or GDG to comply with this provision shall also permit Hyatt and or Hotels to obtain from a third party those services November 15, 1995 or features (and associated technologies) not provided by MagiNet or GDG, notwithstanding the exclusivity provisions of section 4.3. hereof.
14.5. Should MagiNet or GDG add to the System a service or feature (and associated technology) requested by Hyatt or otherwise, such service or feature (and associated technology) will be implemented in such a way as not to prevent Hyatt from providing consistent guest services throughout its Hotels. The failure of MagiNet and GDG to comply with this provision shall also permit Hyatt and/or Hotel to obtain any assistance from a third party necessa...
New Technologies. (a) Supplier acknowledges Southwest’s substantial interest in state-of-the-art services, technologies, software, equipment, processes and methodologies that offer improved quality and performance of, and more efficient and cost-effective ways to perform, receive and/or use, services that are the same as or similar to the Services (collectively, “New Technologies”). Southwest and Supplier shall *** At Southwest’s request, the Supplier Group shall ***
(b) To supplement the identification of New Technologies, the Supplier Group shall implement *** Supplier will facilitate two (2) innovation sessions annually or as mutually agreed by the parties.
(c) Throughout the Term, the Supplier Group shall use commercially reasonable efforts to *** The Supplier Group’s continual service improvement program will include performance reports, problem register and an action plan to keep pace with proven New Technologies.
(d) The Supplier Group shall offer Southwest *** If the Supplier Group implements any New Technology with respect to ***
