PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE Sample Clauses

PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE. 3.1 UCD will provide the Know-How to the Licensee as soon as practicable after the Effective Date, subject to the Licensee complying with Clause 3.2. 3.2 In consideration of the disclosure by UCD of the Know-How, the Licensee undertakes and agrees:
Sample 1Sample 2
AutoNDA by SimpleDocs
PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE. 5.1 Within sixty (60) days of the Effective Date, AuRIC shall make the Know-how existing as at the Effective Date available to GENEVA on a confidential basis and for use solely in connection with the rights and sub-licenses granted by previous agreement. Should AuRIC acquire any additional Know-how after the Effective Date, it shall make it available to GENEVA as soon as possible after receiving it. If the additional Know-how is applicable to the sub-license granted to GDSA, GENEVA shall make it available to GDSA as soon as possible thereafter. GENEVA or its designate shall also furnish GDSA, upon reasonable request, with its recommendations and advice to the operation of the Precious Metals Recovery Process and Assay Process and its application in the Precious Metals Recovery Process and Assay Process. 5.2 In fulfillment of its obligations set out in sub-section 5.1, GENEVA or its designate shall instruct a reasonable number of employees of GDSA or their designate according to sub-section 5.3 in the application and use of the Precious Metals Recovery Process and Assay Process. GDSA shall pay for the costs of such instruction, if any. Such instruction shall be given as many times as GDSA may reasonably require, at such times and for periods and at such locations as may be mutually agreed upon.
Sample 1
PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE. 7.1 Antares shall, and shall cause its Associated Companies to, without additional compensation, disclose and make available to Ferring, in whatever form Ferring may reasonably request, the Regulatory Documentation, the Know-how, the Joint Know-how and any other Information covered or claimed by the Patents or otherwise relating, directly or indirectly, to any Licensed Product or the making, having made or Exploitation thereof or any Equipment or any Improvements thereto, or the making, having made or use thereof, immediately after the Effective Date and thereafter promptly upon the earlier of the development, making, conception or reduction to practice of each such Regulatory Documentation, Know-how, Joint Know-how or other Information. For the sake of clarity, the Parties acknowledge and agree that Antares shall have no obligation to transfer any of its Equipment or any Improvements thereto to Ferring, but shall permit Ferring to have access to and use such Equipment and Improvements, and provide Ferring with all Know-how and other Information as necessary or reasonably useful for Ferring and its Associated Companies and sub-licencees to make and have made and, thereafter, use such Equipment and Improvements thereto pursuant to the licences granted under this Agreement. 7.2 Without limiting the foregoing, Antares shall make all assignments and transfers of the Regulatory Documentation to Ferring as are necessary or reasonably useful for Ferring to qualify a manufacturing facility or facilities for the Licensed Products and to have such facility(ies) validated and approved by the applicable regulatory authorities or notified bodies relevant to the Territory. 7.3 Such Know-how and other Information furnished by Antares shall be subject to the provisions of clause 17 (Confidentiality) and shall be used by Ferring only in accordance with the licence grants set forth in clause 2. 7.4 During the first 3 months of the term of this Agreement, and thereafter as may be reasonably deemed necessary by Ferring (and at Ferring's expense), Antares shall make available to Ferring the services of a fully qualified and experienced member of its staff (the "Antares Representative") to advise Ferring as to the methods and use of the Know-how for Manufacture of Licensed Products or the making and use of the Equipment and Improvements thereto; provided that: 7.4.1 The reasonable and verifiable travel, hotel and living expenses of such Antares Representative during the period ...
Sample 1
PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE. 4.1 IBt shall disclose to Iso the Know-How as shall be necessary to enable Iso to perform the feasibility phase defined in Article 3 and then to enable Iso to manufacture, use and sell the Products, as provided below: 4.1.1 Facility design, preparation and commissioning: IBt will provide specifications for the equipment to be used by Iso and recommend suppliers for such equipment. Iso will place orders [**] for such equipment, shipping, any taxes or duty and any other costs associated with obtaining, installing or commissioning the required equipment. IBt will provide access to [**]. The object of this technical assistance is to provide to Iso the skills required to install and commission its in-house Cs-131 polymer seed fabrication area. The duration of this assistance period will be [**] and will be ended when IBt will have reached the objective and reasonable conclusion that all the necessary information has been provided to Iso, with a two (2) week notice to Iso. If required and when needed, IBt will, on a best effort basis, assist Iso in this process at the facilities of Iso [**]. 4.1.2 Manufacturing procedures IBt will provide Iso access to its relevant OptiSeed manufacturing procedures on an "as is" basis and without implied guarantee concerning their suitability for the manufacture of a Cs-131 polymeric seed. It will be the sole responsibility of Iso to decide what procedures are appropriate to use for its manufacturing process and how, if at all, they should be applied. [**]Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to PROVISION OF KNOW-HOW AND TECHNICAL ASSISTANCE

  • Technical Assistance DFPS may provide informal support, guidance, clarification, and other forms of technical assistance via phone, email, and virtual meeting to resolve Grant or performance compliance issues. Grantee will document all such instances of technical assistance by DFPS in writing, including any implementation work.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • Management of Special and Technical Environment Each certificated support person demonstrates an acceptable level of performance in managing and organizing the special materials, equipment and environment essential to the specialized programs.

  • Peer Assistance and Review (PAR) Consulting Teachers (CT) will be assigned to all new teachers with no prior teaching experience and tenured teachers rated ineffective on the qualitative measures at the end of the previous school year and recommended by the PAR Panel. Evaluations for Probationary and Ineffective Teachers:

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

  • Subcontracting for the Provision of Services (a) The parties acknowledge that, subject to the provisions of the Enabling Legislation, the HSP may subcontract the provision of some or all of the Services. For the purposes of this Agreement, actions taken or not taken by the subcontractor, and Services provided by the subcontractor, will be deemed actions taken or not taken by the HSP, and Services provided by the HSP. (b) When entering into a subcontract the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under this Agreement. Without limiting the foregoing, the HSP will include a provision that permits the Funder or its authorized representatives, to audit the subcontractor in respect of the subcontract if the Funder or its authorized representatives determines that such an audit would be necessary to confirm that the HSP has complied with the terms of this Agreement. (c) Nothing contained in this Agreement or a subcontract will create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affiliates or volunteers and the Funder. (d) When entering into a subcontract, the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under the FLSA.

  • of the Technical Provisions The Project Schedule shall be used by the Parties for planning and monitoring the progress of the Work and as the basis for determining the amount of monthly progress payments to be made to DB Contractor.

  • Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient. (b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program. (c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only. (d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. (e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient. (f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor. (g) The Recipient may permit a consultant or subcontractor to use TSA-Licensed Software at the licensed location for the sole purpose of providing services to the Recipient. (h) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes. (i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.5. (j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!