Technology Deliverables Clause Samples
The Technology Deliverables clause defines the specific technological products, services, or outputs that a party is required to provide under an agreement. This may include software applications, hardware devices, technical documentation, or system integrations, and typically outlines the standards, specifications, and deadlines for delivery. By clearly identifying what must be delivered and under what conditions, this clause ensures both parties have a mutual understanding of expectations, reducing the risk of disputes over incomplete or unsatisfactory deliverables.
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Technology Deliverables. Technology Deliverables as defined in this Exhibit B identify the materials and information that Tellabs will need to receive from Occam to enable the manufacturing, marketing, sale, and support of the BLC Product both as branded as Tellabs product and Occam BLC product. The Technology Deliverables are divided into the categories defined below: Manufacturing Deliverables – Occam product documentation materials and information that describe and define the fabrication, assembly, and final test of the BLC Products that Tellabs will manufacture. These materials include both the documentation and information for the fabrication of the BLC Products and test fixture(s) that are integral to the successful manufacturing of BLC Products. Marketing and Sales Deliverables – Occam product descriptive materials including, but not limited to, electronic copies of product data sheets, applications notes, and customer documentation. Tellabs will be responsible for branding these materials prior to public distribution. Support Deliverables – Occam product debug guides, field notifications, and support tools that are commonly used by Occam customer support staff. In general and unless precluded from making changes as specified in this Agreement, Tellabs will make changes to these materials where necessary to reflect the branding of the BLC Product for sale by Tellabs. Where Tellabs is prohibited from making changes that are necessary to brand the BLC Product, Tellabs will deliver to Occam a Product Proposal Document (PPD) that defines the changes requested by Tellabs to complete the branding. Occam will respond to the PPD with a written acknowledgement of the product changes requested and a quotation detailing the cost in accordance with Exhibit E. As an example of changes that may be requested by Tellabs relevant to product branding, in accordance with Tellabs product naming conventions, will be changes to the initialization and log in banners displayed by the BLC Product.
Technology Deliverables. (a) For each of the LM Product Lines, GE Aviation shall provide the Technology Deliverables set forth in Schedule 13 to BHGE.
(b) Except as set forth on Schedule 13 or as otherwise expressly agreed by the Parties in writing and subject to Section 6.04(a), GE Aviation shall not be obligated to provide the following:
(i) drawings, material specifications, and manufacturing specifications relating to GE Aviation Background IP or GE Aviation Foreground IP;
(ii) drawings of parts common to GE Aviation flight engines and Legacy LM Product Lines (excluding new product introductions), which are GE Aviation Background IP;
(iii) material curves, Design Practices, Design Record Books, mathematical/software models; or
(iv) any other GE Aviation Background IP (or Technology transfer in connection therewith) unless strictly necessary to employees of BHGE on a need-to-know basis for (a) use and integration of hardware supplied by GE Aviation with hardware or packaging of BHGE, unless separately licensed on a case-by-case or LM Product Line-specific basis, or (b) use by RSP personnel (e.g., as needed for the LM9000).
(c) All Technology Deliverables set forth on Schedule 13 shall be considered Confidential Information of GE Aviation, subject to Section 9.08, and GE Aviation Background IP.
(d) To the extent required in light of Section 3.03(c)(iv) of Schedule 15 of the STDA and GE Aviation’s responsibilities thereunder, BHGE will continue to maintain all GE Aviation content provided under Schedule 13 (“GE Aviation Supplied Content”) for the ICD, cycle decks, IDM, IRM, IRD, RD, Departure Records, Service Bulletins, Operation Manuals, IPB, drawings, ▇▇▇▇ of materials, CID, RSS SPM, ESM and other documents provided thereunder (“BHGE Technical Documents”), as BHGE does as of the Trigger Date. BHGE will provide GE Aviation with all BHGE Technical Documents. Other than GE Aviation Supplied Content and GE Aviation Background IP, BHGE Technical Documents shall be considered confidential and BHGE Background IP. BHGE Technical Documents shall be considered Confidential Information of BHGE, subject to Section 9.08, and licensed to GE Aviation and its Affiliates in the Licensed Aviation Field of Use and Marine Field of Use.
(e) In the event that GE Aviation agrees to provide any employees of BHGE access to GE Aviation drawings, specifications (as called out on the drawing), and CIDs, on a need-to-know, case-by-case basis, in a manner approved by GE Aviation, such as using GE Aviation...
Technology Deliverables. SRS will provide the components of the proprietary ▇▇▇▇ system to the Red Trail Energy LLC, Richardton, North Dakota facility. The deliverables relating to providing the ▇▇▇▇ system are detailed in the following sections:
1.1 Process Design and Engineering Drawings
1.2 Included ▇▇▇▇ Components
Technology Deliverables. Within 15 days of the Effective Date, Chen shall deliver to HTL (to the extent such items are available to him using his best efforts) the items of the Covered Technology described in Exhibit A-2. Within thirty (30) days of the Effective Date, Chen shall deliver all other Covered Technology to HTL. All tangible documents, software and other items of the Covered Technology or containing, embodying or evidencing the Covered Technology, shall be delivered as follows: (i) the Covered Technology described in Exhibit A-2 shall be delivered via hand delivery to HTL on the Effective Date; and (ii) all other Covered Technology shall be delivered in the manner as provided where practical in Section 11.10 for notice, to HTL at its address first given above. If HTL believes any deliverable to be deficient or missing, HTL shall notify Chen of any deficiency, providing in writing detail of the nature and substance of the alleged deficiency, and Chen shall promptly correct or otherwise rectify any deficient or missing deliverable to the extent under Chen’s control or which Chen can, using his best efforts, correct or rectify, or obtain correction or rectification, from or through others. Chen shall have thirty (30) days to rectify any noticed deficiency or otherwise inform HTL of the reasons he is unable to provide the requested thing.
Technology Deliverables. The design and layout databases for Products and other technology deliverables identified on Schedule 2.1(c) (the "Technology Deliverables");
Technology Deliverables. Oasys further represents and warrants to Larscom that: (a) the Technology Deliverables as delivered to Larscom hereunder contain all technology, software, know-how and other information to enable a person of ordinary skill in the art to manufacture each of the Products; and (b) each unit of Product when so manufactured (and in the absence of any defect in materials or workmanship) would: (i) subject to the following subsection (ii), conform materially to its specifications as set forth in Exhibit C; (ii) comply with the following governmental and industry certification requirements as applicable to each Product: UL/cUL, NEBS-3 (once such Product has been certified), FCC and CE ▇▇▇▇ (once such Product has been certified) certifications; and (iii) materially comply with all other applicable federal, state and local laws and regulations. Notwithstanding the foregoing, Oasys makes no warranty (express, implied or statutory) with respect to a Product, nor will Oasys be held liable to Larscom for breach of warranty for any claim made against such Product, to the extent that such claim arises out of (i) a defect in Larscom's manufacture of that Product, including any defect in materials or workmanship, (ii) any modification to Oasys' specifications therefor by or on behalf of Larscom, or (iii) the use of such Product in a manner contrary to the published documentation for that Product. Notwithstanding the foregoing, the Product identified as Orion 5001 Shelf & Backplane (part no. 815-00074-002) will comply with the UL/cUL and NEBS-3 certification requirements once the certification process for such Product has been completed.