Common use of TECHNICAL SUPPORT; TRAINING Clause in Contracts

TECHNICAL SUPPORT; TRAINING. (a) After the Effective Date, Licensor shall promptly disclose the Licensed Know-How to Licensee. During the first six (6) months after the Effective Date, upon reasonable notice and during Licensor’s normal business hours, Licensor shall designate no less than one (1) technical liaison(s) for communications with Licensee’s technical staff and provide Licensee with a reasonable amount of technical assistance by telephone and email regarding the Know-How, including proper cultivation and production of the Licensed Products (“Training”), not to exceed ten (10) hours in the aggregate (“Minimum Hours”). However, the Minimum Hours shall not apply for the first one hundred eighty (180) days from the Effective Date of this Agreement and Licensee shall be entitled to request additional Training from the Licensor as reasonably needed. In the event that Licensee requires or desires additional Training, over and above the Minimum Hours, Licensor shall make the technical liaisons available for additional Training at the then-current hourly rate, which rate is subject to change upon advance written notice to Licensee (as of the Effective Date, such rate is cost + 10%). (b) During the Term, Licensor shall provide ongoing training and guidance to Licensee’s employees and contractors in Licensor’s methods for exploiting the Licensed Know-How and cultivating and manufacturing the Licensed Products as is reasonably necessary for Licensee’s development and commercial exploitation of the Licensed Know-How and Licensed Products, including training methods, standard operating procedures (SOPs), formulas, data, mixture recipes, and other reasonably required information for using the Licensed IP to cultivate Licensor’s unique strains of cannabis and manufacture the Licensed Products until such production becomes fully operational. In addition, during the Term, Licensor shall from time to time be available to render advice, discuss issues and offer general guidance to Licensee by telephone, email, and other methods with respect to strategy, planning, marketing, cultivation, production, and operating Licensee’s retail facilities in the Territory as they relate to the Licensed Products. (c) In order to preserve the inherent value of the licensed IP and Licensed Products, Licensee shall ensure that the nature and quality of the Licensed Products, the Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the Licensee’s business and the operation thereof equal to the standards prevailing in the operation of the Licensors and Licensee’s business as of the date of this Agreement. In the event of a non- conforming use or the cultivation or manufacturing of Licensed Products that is of a quality below industry standards (each a “Non-Conforming Product”), Licensor shall inform the Licensee of such Non-Conforming Product, the reason that a Non-Conforming Product is below the industry qualify of standard, and offer the Licensee a reasonable time to cure. If any Non-Conforming Product is due to the fault of the Licensor, Licensor shall take all actions necessary to cure such Non-Conforming Product within a reasonable time. Licensor and Licensee shall work together in good faith when necessary to cure any processes or materials relating to the Non- Conforming Product when necessary. In the event that on-site Training is deemed necessary by the Licensee in their reasonable discretion, Licensee shall be responsible for all reasonable travel costs associated therewith.

Appears in 2 contracts

Samples: License and Packaging Agreement (Wolverine Partners Corp.), License and Packaging Agreement (Wolverine Partners Corp.)

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TECHNICAL SUPPORT; TRAINING. (a) After the Effective Date, Licensor shall promptly disclose the Licensed Know-How to Licensee. During the first six (6) months after the Effective Date, upon reasonable notice and during Licensor’s normal business hours, Licensor shall designate no less than one (1) technical liaison(s) for communications with Licensee’s technical staff and provide Licensee with a reasonable amount of technical assistance by telephone and email regarding the Know-How, including proper cultivation and production of the Licensed Products (“Training”), not to exceed ten (10) hours in the aggregate (“Minimum Hours”). However, the Minimum Hours shall not apply for the first one hundred eighty (180) days from the Effective Date of this Agreement and Licensee shall be entitled to request additional Training from the Licensor as reasonably needed. In the event that Licensee requires or desires additional Training, over and above the Minimum Hours, Licensor shall make the technical liaisons available for additional Training at the then-current hourly rate, which rate is subject to change upon advance written notice to Licensee (as of the Effective Date, such rate is cost + 10%). (b) During the Term, Licensor shall provide ongoing training and guidance to Licensee’s employees and contractors in Licensor’s methods for exploiting the Licensed Know-How and cultivating and manufacturing the Licensed Products as is reasonably necessary for Licensee’s development and commercial exploitation of the Licensed Know-How and Licensed Products, including training methods, standard operating procedures (SOPs), formulas, data, mixture recipes, and other reasonably required information for using the Licensed IP to cultivate Licensor’s unique strains of cannabis and manufacture the Licensed Products until such production becomes fully operational. In addition, during the Term, Licensor shall from time to time be available to render advice, discuss issues and offer general guidance to Licensee by telephone, email, and other methods with respect to strategy, planning, marketing, cultivation, production, and operating Licensee’s retail facilities in the Territory as they relate to the Licensed Products. (c) In order to preserve the inherent value of the licensed IP and Licensed Products, Licensee shall ensure that the nature and quality of the Licensed Products, the Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the Licensee’s business and the operation thereof equal to the standards prevailing in the operation of the Licensors and Licensee’s business as of the date of this Agreement. In the event of a non- conforming use or the cultivation or manufacturing of Licensed Products that is of a quality below industry standards (each a “Non-Conforming Product”), Licensor shall inform the Licensee of such Non-Conforming Product, the reason that a Non-Conforming Product is below the industry qualify of quality standard, and offer the Licensee a reasonable time to cure. If any Non-Conforming Product is due to the fault of the Licensor, Licensor shall take all actions necessary to cure such Non-Conforming Product within a reasonable time. Licensor and Licensee shall work together in good faith when necessary to cure any processes or materials relating to the Non- Non-Conforming Product when necessary. In the event that on-site Training is deemed necessary by the Licensee in their reasonable discretion, Licensee shall be responsible for all reasonable travel costs associated therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wolverine Partners Corp.)

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TECHNICAL SUPPORT; TRAINING. (a) After the Effective Date, Licensor shall promptly disclose the Licensed Know-How to Licenseeeach Licensed Operators. During the first six (6) months after From the Effective Date, upon reasonable notice and during Licensor’s normal business hours, Licensor shall designate no less than one (1) technical liaison(s) for communications with Licenseeeach Licensed Operator’s technical staff and provide Licensee each Licensed Operator with a reasonable amount of technical assistance by telephone and email regarding the Know-How, including proper cultivation and production of the Licensed Products (“Training”), not to exceed ten (10) hours in the aggregate (“Minimum Hours”). However, the Minimum Hours shall not apply for the first one hundred eighty (180) days from the Effective Date of this Agreement and Licensee shall be entitled to request additional Training from the Licensor as reasonably needed. In the event that Licensee requires or desires additional Training, over and above the Minimum Hours, Licensor shall make the technical liaisons available for additional Training at the then-current hourly rate, which rate is subject to change upon advance written notice to Licensee (as of the Effective Date, such rate is cost + 10%)Products. (b) During the Term, Licensor shall shall, at the request of the Licensee, provide ongoing training and guidance to Licensee’s employees and contractors in Licensor’s methods for exploiting the Licensed Know-How and cultivating and manufacturing the Licensed Products as is reasonably necessary for Licensee’s development and commercial exploitation of the Licensed Know-How and Licensed Products, including training methods, standard operating procedures (SOPs), formulas, data, mixture recipes, and other reasonably required information for using the Licensed IP to cultivate Licensor’s unique strains of cannabis and manufacture the Licensed Products until such production becomes fully operational. In addition, during the Term, Licensor shall from time to time be available to render advice, discuss issues and offer general guidance to Licensee by telephone, email, and other methods with respect to strategy, planning, marketing, cultivation, production, and operating Licenseeeach Licensed Operator’s retail facilities in the Territory as they relate to the Licensed Products. (c) In order to preserve the inherent value of the licensed IP and Licensed Products, Licensee and each Licensed Operator shall ensure that the nature and quality of the Licensed Products, the Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the LicenseeLicensed Operator’s business Business and the operation thereof equal to the standards prevailing in the operation of the Licensors and LicenseeLicensed Operator’s business Business as of the date of this Agreement. In the event of a non- non-conforming use or the cultivation or manufacturing of Licensed Products that is of a quality below industry standards (each a “Non-Conforming Product”), Licensor shall inform the Licensee of such Non-Conforming Product, the reason that a Non-Conforming Product is below the industry qualify of standard, and offer the Licensee and each Licensed Operator a reasonable time to cure. If any Non-Conforming Product is due to the fault of the Licensor, Licensor shall take all actions necessary to cure such Non-Conforming Product within a reasonable time. Licensor Licensee and Licensee each Licensed Operator shall work together in good faith when necessary to cure any processes or materials relating to the Non- Non-Conforming Product when necessary. , In the event that on-site Training is deemed necessary by the Licensee either Party in their reasonable discretion, Licensee shall also be responsible for all reasonable travel costs associated therewith.

Appears in 1 contract

Samples: License Agreement (Wolverine Partners Corp.)

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