PRODUCTION & MARKETING Clause Samples
The PRODUCTION & MARKETING clause outlines the responsibilities and procedures related to the creation and promotion of a product or service. It typically specifies which party is in charge of manufacturing, quality control, and distribution, as well as who will handle advertising, sales strategies, and market entry. By clearly assigning these roles, the clause helps prevent disputes over operational duties and ensures that both production and marketing efforts are coordinated to achieve the agreement’s objectives.
PRODUCTION & MARKETING. The Properties are not subject to any contractual or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days’ notice, in each case without penalty or other detriment, or (ii) are disclosed on the Disclosure Schedule. There exist no calls or other similar rights or options to purchase production from the Properties.
PRODUCTION & MARKETING. 11.1 The Licensee will not use any USC trade-mark or any other service mark, logo, insignia, seal, design, symbol or device used by USC without the prior written consent of USC. Subject to complying with Article 10, the Licensee and USC may each:
(a) issue a press release or otherwise publicize the fact that the Licensee has entered into this Agreement with USC;
(b) publicly display a sample and/or images of the Licensee’s Product.
11.2 The Licensee represents and warrants to USC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) monitor patent infringement regarding any Patent licensed under this Agreement; and
(d) handle the Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public.
11.3 The Licensee represents and warrants to USC that it will, throughout the Term:
(a) allocate to the development and commercialization of the Technology and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to the most favoured product developed and marketed by the Licensee, and
(b) use its best efforts to promote, market and sell the Products and exploit the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the potential use of the Technology and any Improvements.
11.4 The Licensee will:
(a) within 12 months of the Start Date complete, and provide to USC a business plan. The business plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of the business plan will be provided to USC in a timely manner;
(b) within 18 months of the Start Date establish and maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Licensee;and
(c) within 24 months of the Start Date raise not less than $500,000 in funding to allow the Licensee to develop and market the Technology, Improvements and Products. This funding can be a combination of seed capital financing, the receipt of revenue from the Licensee’s operations, or from research contracts or grants that support the development and marketing of the Technology, Improvements...
PRODUCTION & MARKETING. 11.1 The Licensee will not knowingly use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Without limitation, the Licensee will not issue a press release regarding this Agreement or the ‘Licensed Patents, Technology, UBC Improvements or any Assigned Licensee Improvements without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delay, and provided that Licensee shall be permitted to make such public disclosures regarding the existence or terms of this Agreement as are required to comply with applicable law or regulation. If the Licensee is required by law or regulation to disclose the Agreement or any of its terms, the Licensee will provide UBC with reasonable prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Licensed Patents, Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each Sublicense Agreement;
(c) monitor patent infringement regarding any patent relating to the Licensed Patents, Technology and any Improvements licensed under this Agreement; and
(d) handle the Licensed Patents, Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public.
11.3 The Licensee agrees that it will, throughout the Term:
(a) use Commercially Reasonable Efforts to develop and commercialize the Licensed Patents, Technology and any Improvements allocating at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products developed and marketed by the Licensee that have a similar profit potential, are at the same stage of development, and have similar product life, patent position, market potential and regulatory issues; and
(b) use Commercially Reasonable Efforts to promote, market and sell the Product and Licensee Owned Improvement Product (once Regulatory Approval is achieved) in the applicable countries and exploit the Licensed Patents, Technology and any Improvements and to meet or cause to be met the market demand for the approved Products and Licensee Owned Improvement Products and the potential use of the Licensed Patents, Technology and any Improvements.
11.4 Without Limiting the generality ...
PRODUCTION & MARKETING. 27 4.17 Gas Balancing, Take or Pay, Allowables.................. 28 4.18 Leases and Contracts in Force, Operatorship............. 28 4.19 Permits................................................. 28 4.20 Current Commitments..................................... 28 4.21 Tax Partnerships........................................ 29 4.22
PRODUCTION & MARKETING. 18 3.17 Gas Balancing, Take or Pay, Allowables.................. 18
PRODUCTION & MARKETING. The assets of Titan and the Titan Subsidiaries -------------------- are not subject to any contractual or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days' notice, in each case without penalty or other detriment or (ii) are set forth in Section 4.16 of the Titan Disclosure Letter.
PRODUCTION & MARKETING. The Assets are not subject to any contractual -------------------- or other arrangements for the sale, processing or transportation of production, or otherwise relating to the marketing of production, other than contracts or other arrangements which either (i) will terminate in 92 days or less, or are subject to cancellation on not more than 92 days' notice, in each case without penalty or other detriment or (ii) are set forth in Section 3.16 of the Union Oil Disclosure Letter.
PRODUCTION & MARKETING. 11.1 Neither party will use the Trade-marks or make reference to the other party in any advertising or publicity, without the prior written consent of the other party. Without limitation, the parties will not issue a press release regarding this Agreement or the Technology or any Improvements without first obtaining the other party’s written approval, except when the Licensee is required by law or regulations (including rules and regulations of the Securities Exchange Commission) to disclose such information, in which event the Licensee will provide UBC with sufficient prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology and any Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) monitor patent infringement regarding any patent relating to the Technology and any Improvements licensed under this Agreement; and
(d) handle the Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public.
PRODUCTION & MARKETING. Section 11.01 The Licensee will not use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Except as required by law, a stock exchange or regulatory authority, the Licensee will not issue a press release regarding this Agreement or the Technology, UBC Improvements or IP Rights without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delayed. If the Licensee is required by law to act in breach of this Article, the Licensee will provide UBC with prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
Section 11.02 The Licensee represents to UBC that it has the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology, Improvements and IP Rights;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) monitor patent infringement regarding any patent relating to the Technology, Improvements and IP Rights licensed under this Agreement; and
(d) handle the Technology, Improvements, IP Rights and any Products with care and without danger to the Licensee, its employees, agents, or the public.
PRODUCTION & MARKETING. 11.1 The Licensee will not use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Without limitation, the Licensee will not issue a press release regarding this Agreement or the Technology or any UBC Improvements or Joint Improvements without first obtaining UBC’s written approval. If the Licensee is required by law to act in breach of this Article, the Licensee will provide UBC with sufficient prior notice to permit UBC to bring an application or other proceeding to contest the requirement.
11.2 The Licensee will obtain the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology and any UBC Improvements and Joint Improvements;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) handle the Technology and any UBC Improvements and Joint Improvements with care and without danger to the Licensee, its employees, agents, or the public.
11.3 The Licensee will, throughout the Term:
(a) Allocate to the development and commercialization of the Technology and any UBC Improvements and Joint Improvements a commercially reasonable degree of diligence, expertise, infrastructure, and resources, and
(b) use commercially reasonable efforts to promote, market and sell the Products and Services and exploit the Technology and any UBC Improvements and Joint Improvements and to meet or cause to be met the market demand for the Products and Services and the potential use of the Technology and any UBC Improvements and Joint Improvements.