Common use of TECHNICAL ASSISTANCE AND TRAINING Clause in Contracts

TECHNICAL ASSISTANCE AND TRAINING. Licensor shall use reasonable efforts to provide Licensee with such technical assistance, training and instruction as may be necessary to enable Licensee or its permitted sublicensee to design, construct, start-up, test and operate an Operational Foundry, and to utilize the MBE process in such Operational Foundry, in accordance with the implementation plan set forth in Schedule 3.1. 3.1.1 Licensor shall assist Licensee in the design and upfit of a Foundry (if Licensee elects to operate its own Foundry), including the provision of such information within its possession as may reasonably be of use to Licensee (as determined solely by Licensor) with respect to site selection, building specifications, plant layout, equipment specifications and sourcing, manufacturing process flows, chemical and physical parameters and conditions, raw material and intermediate material requirements, waste generation and treatment, consumable items and materialsand all other engineering, scientific or technical assistance appropriate for the design and construction of a Foundry. 3.1.2 Licensor shall assist Licensee in the start-up phase of the Foundry, including technical assistance, instruction and training of Licensee personnel to operate, adjust, modify, control and optimize the manufacturing process to be undertaken at the foundry to the point where it can become an Operational Foundry. 3.1.3 The instruction and technical assistance to be rendered by Licensor shall be at Licensee's Foundry location unless otherwise agreed by the parties. All travel and living expenses incurred by Licensor personnel in traveling to and from Licensee's Foundry and while on site shall be borne by Licensor. 3.1.4 Notwithstanding the provisions set forth above in this Section 3.1, Licensor shall be under no obligation to provide technical assistance to Licensee once the expense limit set forth in Schedule 3.1 has been reached. In no event will Licensor be obligated to spend more money than is set forth in Schedule 3.1. 3.1.5 If Licensee requests Licensor to perform, prior to December 31, 1998, additional technical assistance beyond that specified in Schedule 3.1, then Licensor shall provide such additional technical assistance at Licensor's then existing labor rates, including burden and reasonable margin. If such additional technical assistance is requested, then Licensee shall also reimburse Licensor for all expenses incurred by Licensor and its employees in connection with the performance of such services (including but not limited to travel, lodging and meal expenses). Licensee shall be responsible for all expenses incurred by Licensee's representatives in connection with the performance of all technical assistance (including but not limited to travel, lodging and meal expenses). Additional Technical Assistance beyond that specified in Schedule 3.1 to be performed after December 31, 1998 will be subject to the mutual agreement of the parties.