Guidance Note for item 9. If there is an agreement at the outset of the Project that the IPR in the Project IP will be subject to a registration process/assessment at the conclusion of the Project or there should be any obligation in relation to defending an infringement action, the entity responsible should be identified in this item - with the process set out as part of the description of the Project in Schedule 1.

Guidance Note for item 9. This item sets out proposed insurance types and amounts. The parties should consider the types of insurance and the values required to cover the Licensee's liability arising out of or in connection with this Agreement. – Licensed IPR and Confidential Information Guidance Note for section 1 of Schedule 2: This section lists any Registered IPR that is being Licensed under this Agreement, including any IPR where a registration has been applied for but not yet granted. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Guidance Note for section 2 of Schedule 2: As the Know-How to be licensed is not registered, an accurate and precise description of the technology or IPR is imperative. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Guidance Note for section 3 of Schedule 2: Identify here the other IPR that is being Licensed under this Agreement. For copyright and other unregistered IPR, identify both the subject of the IPR and the material that is embodied in it (ie the document being given to the Licensee). Any exclusions from the scope of the IPR should be clearly described, including if certain IPR is licensed in a different way (in the Details Schedule) to other IPR. The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Guidance Note for section 4 of Schedule 2: Describe any Materials to be provided under the Agreement by the Licensor (e.g. samples, materials, chemical or biological reagents, prototypes, equipment, software, firmware, documented methodology or process, information, data or documentation). The Licensor will need to provide these details and they should be checked by the Licensee to ensure they are comprehensive and cover the IPR that is expected. Guidance Note for section 5 of Schedule 2: Information of a confidential nature will be protected as Confidential Information if either listed here or where a party knows or ought to know it is confidential. If the scope of what is to be protected as confidential is agreed by the parties to be limited to specific documents, this item needs to clearly state that only the items listed here are Confidential Information. Unless there is a good reason to specify otherwise, the perio...

Guidance Note for item 9. Any specific requirements for the Recipient to provide to the Transferor reports in relation to the Material should be specified in this item. This may include, for example, a periodic written report about how the Material has been used, and/or any data generated or publications issued in relation to that use. If the Transferor requires an opportunity to review any types of publications in draft, before they are published, this should be specified in this item.

Examples of Guidance Note for item 9 in a sentence

Guidance Note for item 9: This item should detail the Materials, or other assistance to be provided by a party, including access to premises or equipment, or disclosure of information, data or software.
Guidance Note for item 9: This item should set out any Fees (exclusive of GST) payable by the Recipient.
For example: Guidance Note for item 9: This item sets out proposed insurance types and amounts.
This item is used where the Licensee will own the Improvements created by the Licensee and the Licensor receives a licence to them on agreed terms.] 7 Clause 11.2(e) Licensor non- infringement warranties [Insert here any agreed departures from the requirements as permitted in clause 11.2(e).] 8 Clause 11.5 Liability cap [Note: insert liability cap amount.] Guidance Note for item 9: This item sets out proposed insurance types and amounts.

More Definitions of Guidance Note for item 9

Related to Guidance Note for item 9

Guidance Note Insert details of the Variation]
Guidance notes This clause gives the Purchaser licences to use Service Provider and third party IPR (including Third Party Software) as may be required to enjoy the benefit of the Services. Third party software may be made available on different licence terms in which case this clause may require to be amended. If there is a need to amend these terms or a need for more detailed IPR provisions e.g. where multiple different types of IPR or software are involved, appropriate legal advice should be taken. The Purchaser hereby grants to the Service Provider a royalty-free, non-exclusive, non-transferable licence during the Term to use the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data solely to the extent necessary for performing the Services in accordance with this Contract, including the right to grant sub-licences to Sub-Contractors provided that the Service Provider shall not, without the Purchaser’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Purchaser. In the event of the termination or expiry of this Contract, the licence granted pursuant to clause 37.5 and any sub-licence granted by the Service Provider in accordance with clause 37.5 shall terminate automatically on the date of such termination or expiry and the Service Provider shall: immediately cease all use of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data (as the case may be); at the discretion of the Purchaser, return or destroy documents and other tangible materials that contain any of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data, provided that if the Purchaser has not made an election within six (6) months of the termination of the licence, the Service Provider may destroy the documents and other tangible materials that contain any of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data (as the case may be); and ensure, so far as reasonably practicable, that any Purchaser Software, Purchaser Background IPRs [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and Purchaser Data that are held in electronic, digital or other machine-readable form cease to be readily accessible from any Service Provider computer, word processor, voicemail system or any other Service Provider device containing the same.
Mentor-Protégé Agreement means an agreement between a prime and MBE or WBE subcontractor pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.
Rule 144A Letter As defined in Section 5.02(b).
list of accredited prospective providers means the list of accredited prospective providers which the municipality must keep in terms of paragraph 14 of this policy;
U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;
Investment Company Act of 1940 means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
Investment Representation Letter As defined in Section 5.02(b).
Securities Act of 1933 means the United States Securities Act of 1933, as from time to time amended.
Documents Incorporated by Reference means all financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required by NI 44-101 to be incorporated by reference into the Prospectus or any Prospectus Amendment;
Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.
Qualified inspector means a United States department of
Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.
Sophisticated Individual Accredited Investor means an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having not less than $5 million in investments (as defined, for purposes of this section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).
Qualified interpreter means an interpreter who, via a video remote interpreting (VRI) service or an on-site appearance, is able to interpret effectively, accurately, and impartially, both receptively and expressively, using any necessary specialized vocabulary. Qualified interpreters include, for example, sign language interpreters, oral transliterators, and cued-language transliterators. 28
Applicant’s Qualified Investment means the Qualified Investment of the Applicant during the Qualifying Time Period and as more fully described in EXHIBIT 3 of this Agreement.
Qualified individual with a disability means an individual with a disability who satisfies the requisite skill, experience, education and other job-related requirements of the employment position such individual holds or desires, and who, with or without reasonable accommodation, can perform the essential functions of such position.
Institutional Accredited Investor means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
statutory provision means a provision of an Act or of an instrument made under an Act.
Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Initial Note A-5 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c.S.5, as amended, and the regulations thereunder, unless otherwise specified, as the same exist on the date hereof.
Initial Note A-8 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Texas Grant Management Standards or “TxGMS” means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas Government Code, to promote the efficient use of public funds in local government and in programs requiring cooperation among local, state, and federal agencies. Under this Grant Agreement, TxGMS applies to Grantee except as otherwise provided by applicable law or directed by System Agency. Additionally, except as otherwise provided by applicable law, in the event of a conflict between TxGMS and applicable federal or state law, federal law prevails over state law and state law prevails over TxGMS.
Initial Note A-4 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

Guidance Note for item 9 definition

Filter & Search

Related Definitions

Related to Guidance Note for item 9