Technology Improvements. Technology Improvements" means any proprietary information, know-how, trade secrets, programs, designs, processes, methods, formulae, compositions of matter, documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments and/or conceptions created, obtained or developed by either Party alone (including through the efforts of any independent contractor or affiliate of that Party) or together with the other Party that: (a) are based on, derived from or are direct improvements to Technology, (b) can be used in or in the production of Technology, or (c) provide alternatives for use in the production of Technology that, if so used, reasonably would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology manufacturing or Technology costs, and/or (iii) facilitate the manufacturing of Technology.
Technology Improvements. PRESSTEK will use reasonable commercial efforts to provide engineering changes and/or improvements in the Presses upon request by XEROX. Mutually agreed upon reliability engineering changes which are necessitated by unreasonable failures of Press components will be performed by PRESSTEK at PRESSTEK's expense. All other engineering change requests or improvements will be done on a cost-plus-fee basis to be mutually agreed upon between the parties. All improvements, modifications, enhancements, new features or functionality added to the subject Presses shall be subject to the parties' written agreement.
Technology Improvements. In the event Abbott or its Affiliates conceives, reduces to practice or develops improvements to Products, Abbott shall own exclusively all such improvements. In the event Rubicon or any of its Affiliates conceives, reduces to practice or develops improvements to Products during the period up to and including the one (1) year anniversary of completion of the Technology Transfer Plan, Rubicon, and its Affiliates, as the case may be, shall assign to Abbott all rights to such improvements, including all data and documentation relating to such improvements. In the event Contractor or any entity with whom Contractor contracts pursuant to Section 3.1 conceives, reduces to practice or develops improvements to Products during the term of Contractor's activities pursuant to Section 3.1, and for one additional year thereafter Contractor and such entities with whom Contractor contracts, as the case may be, shall assign to Abbott all rights to such improvements, including all data and documentation relating to such improvements.
Technology Improvements. Customer and Service Provider will work together to establish technology standards for the provision of the Services. Service Provider may introduce technology, Software and Equipment improvements impacting Services provided to Customer; provided, however, that if such changes relate solely to Equipment owned by Customer and will increase costs to Customer, Service Provider will provide (i) cost/benefit analysis for such improvements; (ii) a transition plan; and (iii) estimated costs to execute such plan.
Technology Improvements. Improvements to the KCT or *** technology developed by Sub-licensee or the Project Entities following the Execution Date and during the term of this Agreement (“Technology Improvements”) shall be fully disclosed to the Sub-licensor and licensed to Sub-licensor, which, subject to the terms of this Agreement, shall have, a non-exclusive, royalty free, fully paid-up license to use the Technology Improvements and license the Technology Improvements to other sub-licensees. For purposes of this Section 2.4, Technology Improvements shall not include the introduction of new technology in the generator or motors or pumps or any other electro-magnetic devices made by Sub-licensee, its Affiliates or Project Entities. During the term of this Agreement, Sub-licensor agrees to fully disclose to Sub-licensee, Technology Improvements developed by (i) Licensor (to the extent the same are disclosed by Licensor to Sub-licensor), (ii) Sub-licensor and (iii) by other sub-licensees of Sub-licensor, unless Sub-licensor is prohibited from disclosing such Technology Improvements developed by a particular sub-licensee. Sub-licensor hereby grants to Sub-licensee and the Project Entities a non-exclusive, royalty free, fully paid-up license to use such Technology Improvements.
Technology Improvements. UHS and Unisys acknowledge that significant hardware and software price and performance improvements which occur during the Term may result in greater savings in respect of the total costs of providing the Services than Unisys assumed in establishing the Charges. Within 180 days after the date 24 months from the Amendment Effective Date, the Parties shall review actual information technology trends during the previous calendar year based on objective third-party information. In the event that UHS believes that significant hardware and software price and performance improvements have occurred which are applicable to the Services and which have not been adopted by Unisys and if the Parties determine that they will realize significant cost savings as a result of the implementation of such new hardware and software improvements, Unisys and UHS shall determine an appropriate allocation of implementation expenses, determine an appropriate reduction to the Charges which reflects anticipated cost savings, and implement such new hardware and software improvements. In the event that the Parties cannot agree on specific reductions, the matter shall be submitted to the Executive Committee for dispute resolution pursuant to Article 28.”
Technology Improvements. Efficiency gains. Both parties agree to negotiate in good faith progress milestones and incentive remuneration based on achievements of milestones. The milestones program to be agreed between the parties upon completion of the planned commissioning run for the DynaMotive's existing 10 TPD plant. FEES FOR SERVICES TO LICENSEES 5.10 Regardless of the provisions of 5.7, if Tecna provides services to Third Parties on behalf of DynaMotive, Tecna and DynaMotive will negotiate the fees for such services based on the nature of the services and the scope and value of the project in question. The negotiated fees are anticipated to reasonably reflect Tecna's standard fees for similar services in similar circumstances.
Technology Improvements. In the event Northwest begins utilizing new technology, tools, systems or procedures for the provision of Regional Airline Services, Mesaba will also utilize such new technology, tools, systems or procedures for performing Regional Airline Services, provided that the net present value of any required capital investment by Mesaba is zero or positive at Mesaba’s cost of capital.
Technology Improvements. Unless otherwise directed by the end user of such a press, PRESSTEK shall complete the U.L. upgrading for all Installed Presses for which a U.L. upgrade has not been performed. Except for the U.L. upgrades discussed in this Section 14, PRESSTEK shall have no obligation to provide engineering changes and/or improvements in the Presses upon request by XEROX.
Technology Improvements. THIRD PARTY INTELLECTUAL PROPERTY. In the event that the JRPC determines that it is necessary for [*] to acquire technology or a license from a Third Party with regard to intellectual property, in each case, which is necessary, or useful for the conduct of the Research Program. Warner shall be responsible for reimbursing Sequana in accordance with a schedule and terms and in amounts determined by the JRPC: provided, in the event that such technology or intellectual property will be used by Sequana with Third Parties, the amounts payable by Warner shall be reduced pro rata, based on the total number of such Third Parties which will be using such technology or intellectual property. It is understood and agreed that Sequana shall have the principal responsibility for negotiating such agreements. unless otherwise agreed * Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
