Common use of Access and Training Clause in Contracts

Access and Training. (a) Seller shall provide Buyer, in a form and format reasonably acceptable to Buyer, digital copies of all technical drawings and other documentation for the Product and Spare Parts, in each case that are of the type of technical drawings and other documentation customarily provided by Seller to purchasers of Product or Spare Parts, respectively (and including, at a minimum, copies of the technical drawings and other documentation set forth on Appendix 4). (b) Within a reasonable period of time following the delivery of the technical drawings and other documentation required under subsection (a) above, Seller shall provide to engineers of Buyer (and of its Affiliates, as applicable) of appropriate training and skill level, up to 40 hours of training sessions per project per year (and in each case at a mutually agreed time and place), of scope, substance and quality consistent with the training customarily provided by Seller to its key customers and resellers (which is of no less scope, substance and quality as the training that Seller’s own personnel receive for the same technical drawings and other documentation), as necessary to enable Buyer’s and its Affiliates’ engineers to acquire a reasonable understanding of such technical drawings and other documentation. Seller will be entitled to recover from Buyer reasonable, documented, out-of-pocket costs and expenses incurred by Seller to provide such training. If requested by Buyer, Seller shall provide to Buyer a good faith written estimate of such costs prior to such training sessions. For clarity, each Party shall bear its own internal costs and expenses (including the cost of employee time) incurred in connection with any such training sessions. Except as set forth in the first sentence of this subsection (b), any specialized training required by Buyer outside the context of Seller’s customary training programs for personnel of its key customers and resellers shall be provided by Seller at Buyer’s expense subject to mutual agreement of Buyer and Seller as to scope, schedule and cost. (c) If Seller fails to deliver any Product or Spare Parts when and as required by this Agreement and the Seller Standard Terms pursuant to an accepted PO (it being understood and agreed by the Parties that, within six (6) months of the date of this Agreement, the Parties shall, in good faith, negotiate and agree to standard lead times for Spare Parts (and update the Seller Standard Terms, if necessary)), Buyer, at its option (in lieu of immediately seeking damages or other legal remedies), may request that Seller (i) identify a third party source of supply for the affected Product or Spare Parts, and (ii) in connection therewith, to the extent reasonably required under the circumstances, enter into an agreement with such third party source to manufacture the Product and Spare Parts (which agreement will include a limited license under the Seller TM IP and, subject to a suitable confidentiality agreement, a limited right, including reasonable and appropriate access, to use the Technology included in the Seller TM IP for those purposes). If Buyer, in its sole discretion, has elected such option, and Seller subsequently fails to provide the Product or Spare Parts covered by Buyer’s request, Buyer may seek its remedies under this Agreement and the applicable PO; provided that, for the avoidance of doubt, if Buyer declines to elect such option, nothing in this ‎Section 11.02(c) shall limit Buyer’s right to immediately seek damages or other legal remedies. (d) Except as required by this ‎Section 11.02, nothing in this Agreement shall be interpreted as requiring any Party (i) to transfer to the other Party or (ii) to grant the other Party access to, in each case of (i) and (ii), technological embodiments (including software) of, or know-how or Confidential Information related to, Intellectual Property, as the case may be (it being understood that the foregoing does not apply to the delivery of finished Product and Spare Parts hereunder pursuant to an accepted PO).