Technology Matters. (a) The Parties intend to rationalize the broadcast operations costs of Innova and the Latin American Platforms, and create the most efficient operation to reduce cost, while maintaining the quality and level of service required by those DTH Businesses. To do so, the Parties will evaluate how best to consolidate the existing facilities in Xxxxx Xxxxx, Xxxxxxx xxx Xxxx Xxxxx, Xxxxxxxxxx. News and DIRECTV will use commercially reasonable efforts to consolidate the existing broadcast operations facilities into the Miami Lakes facility, and close the Long Beach facility, which is intended to occur by March 30, 2006. In addition, the Parties intend to explore the feasibility of transferring more activity to less expensive in-region locations. (b) All platforms will share proportionately in the benefits of shared-cost reductions. The principle of charging platforms costs plus five percent will be preserved, and as savings in shared costs are achieved, the savings will be passed along to the platforms. In any event, during the term of its existing agreement with DTH Techco, Innova will not be charged any more than it is today, for the same set of agreed services. If Innova requires additional services in the interim period, the Parties will negotiate in good faith to provide those services at a reasonable cost. In addition, Innova will not be charged for any costs associated with the Long Beach facility, unless otherwise agreed. Notwithstanding anything to the contrary in this Agreement, the DTH Techco Partnership Agreement or the Innova/Techco Services Agreement, any excess costs (including excess funding obligations) of DTH Techco arising out of Sky Brazil or MCOP reducing the amount of services they obtain from DTH Techco shall be borne by News and DIRECTV. (c) If News or any of its Affiliates intends to develop or exploit with any Mexican partner any existing or new technology in Mexico, News shall give Televisa written notice of such intention (the “Technology Notice”) describing in reasonable detail the nature of the technology and the material aspects of its plans to develop or exploit such technology in Mexico. For a period of 90 days after the date of delivery of the Technology Notice (the “Negotiation Period”), News shall, at Televisa’s request, negotiate in good faith with Televisa the terms on which Televisa may participate in the development or exploitation of the technology in Mexico. If News and Televisa fail to reach an agreement on the terms on w...

Technology Matters. (i) Seller shall use commercially reasonable efforts, at Seller’s cost and expense, to install by the date that is six (6) months following the Closing Date, duplicate network facilities (excluding telephone facilities and equipment) for TMP Direct at 0000 Xxxx Xxxxx Xxxx Rd, First Floor, Milwaukee, WI 53223. Such network facilities shall provide substantially similar functionality as the functionality provided currently to TMP Direct employees at the TMP Direct location at 000 Xxxxxxxxxxxxx Xxxxx, Xx. Xxxxx, XX 00000, and shall include without limitation the continued use of the current TMPW-NT domain and Exchange infrastructure as a separately functioning environment. Seller shall keep Buyer reasonably apprised of the plans for and status of such installation, and Buyer shall have a right to reasonably object to any such plans, in which case the parties shall work together in good faith to determine the best course of action to install in a cost-efficient and timely manner duplicate network facilities that provide substantially similar functionality as that provided currently to TMP Direct employees at the Mt. Olive location. The TMP Direct operations in Mt. Olive, NJ will continue to utilize all network equipment currently in place, along with the dedicated AT&T Internet circuit installed at that location. Seller shall use commercially reasonable efforts, at Seller’s cost and expense, to install by the date that is six (6) months following the Closing Date, a new circuit to connect the Mt. Olive, NJ location to the Milwaukee, WI location. (ii) Buyer shall be responsible for all telecommunications charges relating to the TMP Direct business for all periods following April 30, 2005 (except as otherwise specifically provided in this Section 8.1(e)(ii) relating to the Avaya telephone switch and related telephone support). Buyer and Seller shall cooperate with each other to transfer the billing for such telecommunications charges to Buyer as soon as is practicable, and until such transfer is complete Buyer shall reimburse Seller for all such telecommunications charges incurred by Seller with respect to the TMP Direct business, promptly upon receipt from Buyer of a detailed statement setting forth such telecommunications charges. During the initial six (6) month term of the Milwaukee Sublease, Buyer shall, at no additional cost, have access to the Avaya telephone switch for the TMP Direct operations located at 0000 Xxxx Xxxxx Xxxx Rd, First Floor, Milwaukee, ...

Technology Matters. (a) Technology. Company owns or licenses certain hardware and software utilized and suitable for, among other things, transmitting voice data and facilitating voice communications via VoIP (collectively referred to as the "Technology"), and which is more specifically described, including whether the separate components of the Technology is owned (the "Owned Technology") or licensed (the "Licensed Technology"), on Schedule 3.23(a).

Technology Matters. For a period of six months following the Closing Date, the Sellers shall: (a) maintain the xxx.xxxxxxxxxxxxxxx.xxx website and redirect internet traffic relating to the Business to xxx.xxxxxxxxxxxx.xxx by including a link to xxx.xxxxxxxxxxxx.xxx above the fold on the homepage of xxx.xxxxxxxxxxxxxxx.xxx; and (b) use reasonable best efforts to cooperate with Purchaser to provide e-mail forwarding for any employees of the Company.

Technology Matters. The Parties agree that during the first twenty-four (24) months following the Closing Date, the Parties will undertake to review and may reorganize and realign the research and development and technology responsibilities of the Parties in line with the Technology Joint Venture and Shareholders Agreement and the technology license agreements listed in Article 5.03(d) of the Umbrella Agreement and the overall objectives and operations of the Europe JVC. At the end of such twenty-four (24) month period, the Parties will consider entering into new agreements which reflect any revised responsibilities of each Party and appropriate compensation. The Parties agree and understand that neither Party will be financially disadvantaged as a result of such new agreements.

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Proprietary Matters The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its affiliates. The foregoing will not prohibit any activities which are expressly permitted by the last sentence of paragraph 3 of this Agreement during the term of this Agreement.
Intellectual Property Matters A. Definitions
Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.
Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.
Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.
Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.
Operations Matters In the conduct its business and operations, Pledgor shall, and shall cause each of the Companies to: (i) maintain books and records, separate from those of any other Person; (ii) maintain its bank accounts and all its other assets separate from those of any other Person; (iii) hold regular member, partnership or shareholder meetings, as appropriate, to conduct its business, and observe all other limited liability company, partnership or corporate formalities, as the case may be; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets; (vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis; (viii) conduct business in its own name; (ix) with regard to each Company, maintain a sufficient number of employees in light of such Company's contemplated business operations; (x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge; (xi) not identify itself in writing as a division of any other Person; and (xii) maintain adequate capital in light of its contemplated business operations.
Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents. 4.2 Each Party shall notify the other Party of any infringement of any intellectual property rights with regard to the License IP or a Licensed Product by a third party in the Field which becomes known to such Party, and of any claim of infringement by a third party that the activities of a Party infringe patent rights of such third party. Licensor shall have has sole responsibility and control of legal action relating to claims of infringement with respect to the Licensed Technology. 4.3 Licensor shall have the first right, but not an obligation, to initiate, maintain and control, at Licensor’s expense, legal action against any infringement of intellectual property rights relating to the Licensed Technology by a third party in the Field. 4.4 In any suit, proceeding or dispute involving infringement of any intellectual property rights relating to the License IP in the Field, the Parties shall provide each other with reasonable cooperation shall make available to each other , at reasonable times and under appropriate conditions, all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.
Technology Access Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to System Agency that the technology provided to System Agency for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: • providing equivalent access for effective use by both visual and non-visual means; • presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and • being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase “equivalent access” means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code, the Technology Access Clause contract provision remains in effect for any contract entered into before September 1, 2006.
Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

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