Walmart Embedded Teams Clause Samples

Walmart Embedded Teams. (a) Release Preparedness Team. Symbotic will allow, at Walmart’s option, up to [***] Walmart engineers who are employees of Walmart to integrate with the Symbotic engineering team in order to obtain from Symbotic sufficient training, instruction, education and assistance with respect to the development, use and operation of the Alpha System Software to enable such Walmart engineers to support and maintain the Alpha System Software on behalf of Walmart in the event of a Release Event (“Release Preparedness Training” and such team, the “Walmart Release Preparedness Team”). Release Preparedness Training shall include read-only exposure to the Source Code as reasonably necessary to allow support and maintenance of the Alpha System Software in the event of a Release Event. Walmart acknowledges that certain highly sensitive trade secret portions of the Source Code will not be accessible to the Walmart Release Preparedness Team if Symbotic reasonably determines it is not necessary for Release Preparedness Training. The foregoing shall be included in the Software License Fee set forth on Exhibit J (Pricing). (b) Walmart Development Team. Symbotic will allow, at Walmart’s option, up to [***], or such larger number as the Parties mutually agree, of Walmart engineers (who are employees of Walmart), to integrate with the Symbotic engineering team in order to work with Symbotic engineers on development activities as further set forth in this Section 4.2(b) and Section 4.3 (the “Walmart Development Team” and with the Walmart Release Preparedness Team, the “Walmart Embedded Teams”). Upon mutual agreement between the Parties, members of the Walmart Development Team may provide staff augmentation services to Symbotic pursuant to which members of the Walmart Development Team may engage in efforts, to be controlled and directed exclusively by Symbotic, to develop additional features and enhancements, as mutually agreed upon by the Parties, to the Alpha System and Alpha System Software (such additional features and enhancements, “Alpha System Enhancements”). For the avoidance of doubt, all such Alpha System Enhancements shall constitute Symbotic Property subject to the terms of this Agreement in accordance herewith.