Special Development Arrangements Sample Clauses

Special Development Arrangements. If Brewery desires to use some or all of the Proprietary Technology for joint development activities internally or with a Third Party, and if due to use of Third Party Intellectual Property in such development an alternative ownership arrangement is required, prior to commencing such development, and prior to disclosing any Proprietary Technology to any Third Party, Brewery shall obtain Manufacturing's prior permission and agreement regarding the disclosure and modified Intellectual Property ownership arrangement. To effectuate such agreement, the Parties may enter into one or more two party or three-party agreements for such development project. Grant-back Brewing. None. No Challenge. None. Consideration. In consideration of the agreement and other rights granted herein, Brewery shall receive the following: Commercial Brewing Contract. The Brewery will receive all brewery craft beer revenue with no benefit to Manufacturing. Audit Rights. Upon not less than ten (10) days prior written notice to both parties, Brewery and Manufacturing shall have the right during normal business hours to audit certain books and records relating to determination of the Net Sales and inspect both commercial facilities to ensure compliance with this Agreement. Both parties shall permit to each other to use an independent accounting firm to audit at each owns expense, the internal accounts for the purpose of verifying the amount shown on any report delivered by Brewery or Manufacturing. Unless one or the other is in material breach of its obligations hereunder, neither may not exercise its inspection and audit rights under this Section more frequently than once per calendar year. If an audit reveals errors to a disadvantage, the amount due to either party, plus interest equal to the prime rate (as published in the Wall Street Journal on any date of determination; the "prime rate" to change as and when the rate so published changes) plus two percent (2%) per annum on such amount from the date originally due until the date actually paid, shall be paid to either party within ten (10) days. In addition, if the amount in error is found to be more than five percent (5%) of the payment determined to be due, the cost of the audit will be paid by the other. Technology Memorialization