Party Responsibilities. In addition to all other Party responsibilities contained in this Agreement, including, without limitation, the cost-sharing obligations described in Section 5, each Party will (a) require that the Party’s Standing Member provide the Party’s governing body with regular updates concerning Consortium activities and the Services, and (b) host required Board and/or community meetings from time to time.
Party Responsibilities. All parties to this IGA shall cooperate with and assist the independent contractor chosen by the County to perform the work of the Project.
Party Responsibilities. A. All Parties agree to terms and conditions set forth in the StreetLight Subscription Order Form and Master Data Access Agreement, particularly limitations on access and use of data and services, the confidentiality obligations and indemnification clauses, as described in Sections 2, 6, and 8.1 of the StreetLight Data Master Agreement. Such limitations and obligations are incorporated by reference into this MOU as if they were set forth fully herein.
B. The Parties understand that following execution of the StreetLight Data Master Agreement and Subscription Order, the Project will have up to a 6-month start delay per the request of the C/CAG Board of Directors and as described in Section 7.
C. Each Party will designate a single staff point of contact for the Project. This includes but is not limited to coordination for evaluation, trainings, webinars, and contractual communication.
Party Responsibilities. 3.1 Tower will be primarily responsible for:
3.1.1 Deliver appropriate device test chips and related electrical test programs for the Module production monitoring
3.1.2 Designing, testing and characterizing an array level test-chip of [***].
3.1.3 Participating in the following inter-company reviews:
(a) Preliminary and final design reviews, to be held prior to [***].
(b) Layout review to ensure compatibility with Product requirements, to be held prior to [***].
3.1.4 Designing the Module and a test chip and creating the following [***] views for the Module: data Sheet, behavioral model, integration guidelines, physical abstract (LEF), timing views, and antenna LEF.
3.1.5 Testing, characterizing and qualifying the test chip for the Module according to agreed upon characterization and qualification plans
3.2 Alien will be primarily responsible for:
3.2.1 Defining the Specifications for the Module
3.2.2 Defining the [***] used in the Alien tool flow
3.2.3 Integrating the Module in the Product
3.2.4 Participating in the following inter-company reviews:
(a) Preliminary and final design reviews, [***].
(b) Layout review to ensure compatibility with Product requirements, [***]. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Party Responsibilities. 3.1 PPG shall assemble the Development Team to work on the tasks set forth in the Statement of Work. [The confidential material contained herein has been omitted and has been separately filed with the Commission.] By July 1 of the year preceding the year to which the Statement of Work applies, UDC may request that PPG add or reduce qualified individuals to or from the Development Team to support the agreed-upon Statement of Work, provided that the distribution of stock and warrants pursuant to Article 10 is adjusted appropriately [The confidential material contained herein has been omitted and has been separately filed with the Commission.] PPG's responsibilities under the Development Program shall include, without limitation, using commercially reasonable efforts to do the following:
3.1.1 PPG shall direct the Development Team to develop and improve OLED Chemicals as described in the agreed-upon Statement of Work, and to perform its obligations as specified in the Statement of Work and in the Work Plan.
3.1.2 PPG shall direct the Development Team to [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.1.3 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.1.4 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.2 UDC's responsibilities under the Development Program shall include, without limitation, using commercially reasonable efforts to do the following:
3.2.1 UDC shall prepare and provide PPG with written Work Plans, consistent with the agreed-upon Statement of Work, and perform its obligations as specified in the Statement of Work and the Work Plan.
3.2.2 UDC shall assemble a qualified team [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.2.3 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.2.4 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.3 Each party agrees to the following responsibilities under this Agreement:
3.3.1 The parties' researchers will work together in a team environment using their respective expertise and know-how to [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
3.3.2 While working at th...
Party Responsibilities. 2.7.1 PPG's responsibilities under the Development Program shall include, without limitation, using commercially reasonable efforts to do the following:
(i) PPG shall direct the Materials Development Team to perform Materials Development work.
(ii) PPG shall direct the Materials Development Team to supply UDC with Developmental Quantities of Evaluation OLED Chemicals under a Statement of Work. PPG shall not be obligated to direct the Materials Development Team to supply UDC with Evaluation OLED Chemicals in greater than Developmental Quantities.
(iii) PPG shall direct the Materials Development Team to provide UDC with Materials Research Technical Reports for Evaluation OLED Chemicals upon UDC's request.
(iv) PPG shall direct the Process Development Team to perform Process Development work.
(v) PPG shall direct the Process Development Team to supply UDC with Development OLED Chemicals under a Statement of Work.
(vi) PPG shall direct the Process Development Team to provide UDC with Process Development Technical Reports for Development OLED Chemicals upon UDC's request.
2.7.2 UDC's responsibilities under the Development Program shall include, without limitation, using commercially reasonable efforts to do the following:
(i) UDC shall direct its personnel to perform their obligations as specified in a Statement of Work.
(ii) UDC shall maintain a qualified team to reasonably evaluate in OLED applications any Evaluation OLED Chemicals supplied by the Materials Development Team and any Development OLED Chemicals supplied by the Process Development Team. UDC shall report the results of such evaluations to the Materials Development Team or the Process Development Team, as applicable.
(iii) UDC shall direct its personnel to cooperate with the Material Development Team and the Process Development Team in performance of their responsibilities under the Development Program.
(iv) For OLED Chemicals, including Third-Party OLED Materials, transferred by UDC to PPG's Process Development Team for Process Development work pursuant to a Statement of Work, UDC shall direct its personnel to provide the Process Development Team with such of the reasonably available UDC Chemical Know-How as is necessary in connection with PPG's performance hereunder.
(v) UDC shall be responsible, in its sole discretion, for protecting and maintaining the intellectual property rights to Developed Technology as set forth in Section 3.4 below.
2.7.3 Each Party agrees to the following responsibilitie...
Party Responsibilities. 2.1. District shall provide County with the services described in the attached Exhibit A (“Program Services”). District shall obtain and maintain all applicable licenses, permits, and authority required for its performance under this IGA. District shall also identify a Liaison for this IGA by July 1, 2023.
2.2. County shall pay District for the services described in the attached Exhibit A. County shall identify a Liaison for this IGA by July 1, 2023. County shall also notify District in advance if the IGA is transferred to a third party for administration and will also identify the new Liaison.
Party Responsibilities. Each Party agrees to provide building code staff services including building code administration, review of building permit plans, and conducting building inspections on request by another Party. In the case of emergencies where transportation systems are effectively cut off, the inspector residing in or nearest to other jurisdictions may be called upon to assist with building code inspections, review building permit plans, conduct building inspections, conduct an inventory of destroyed or damaged buildings or other building code related duties, as necessary. Each Party reserves the right to refuse the provision of services if in the judgment of the person responsible for the Party under this Agreement determines that such provision would cause an unreasonable hardship on the Party's available resources.
Party Responsibilities. A. Dominion
1. Dominion shall fund one (1) full-time employee (“Liaison”) meeting the Professional Standards described in Attachment A, which is incorporated into this Agreement by reference. Dominion shall review information provided by USACE on the qualifications and experience of the USACE’s preferred candidate for the Liaison and USACE’s justification for selection of the candidate. Dominion shall provide concurrence of the USACE’s candidate selection provided such selection is determined by Dominion to satisfy the goals of this Agreement. The costs of funding the USACE Liaison shall include all salary-related and other costs assessed by USACE, as described in more detail below. It is expected that the total annual funds needed for these services will not exceed the amounts established in Table 1 of Appendix A. Actual costs may be less than this amount, depending upon the amount of travel needed to support the streamlined efficiencies and expedited review contemplated by this Agreement. If and when additional funds are necessary, additional payments may be negotiated by all Parties to this Agreement. Dominion shall provide funds every six (6) months in advance of the commencement of work or issuance of any obligation by Dominion for any task assigned. Payment shall be made in two (2) biannual installments per year and made upon approval of invoice by Dominion. Invoices will comprise of all eligible expenses incurred along with supporting documentation, satisfactory to Dominion, evidencing the expenditures. The invoice should be sent to Dominion via Dominion’s electronic invoicing and payment portal thirty (30) calendar days prior to the start of each 6- month period. Dominion shall, within 90 days of receiving an invoice along with supporting documentation, remit payment for eligible expenses to USACE. Invoice amounts to be billed by USACE and paid by Dominion shall include:
(a) Salary and benefits (including paid Federal holidays) for one (1) full-time employee (meeting the Professional Standards described in Attachment A), adjusted annually as needed to cover appropriate locality pay increases and performance-based salary increases within the employee’s pay grade under the GSA General Schedule pay scale. In accordance with Section V.B of this Agreement, additional positions and subsequent funding may be added under this Agreement if all parties to the Agreement find that the workload warrants additional USACE personnel.
(b) Actual burdened overhead r...
Party Responsibilities. Each party to this DPA: (a) is an independent controller of Personal Data under Applicable Data Protection Law; (b) will individually determine the purposes and means of its processing of Personal Data; and (c) will comply with the obligations applicable to it under Applicable Data Protection Law with respect to the processing of Personal Data. Nothing in this Section 2 shall modify any restrictions applicable to either party’s rights to use or otherwise process Personal Data under the Agreement, and you will process Personal Data solely and exclusively for the purposes specified in the Agreement.
