DEVELOPMENT AND TESTING OBLIGATIONS Clause Samples

DEVELOPMENT AND TESTING OBLIGATIONS. 1.1 During the term of this Subcontract, Junction shall develop and/or test certain portions of the Product (as defined in the Operating Agreement) in accordance with the terms, conditions and milestones described in the development plan attached as Exhibit A hereto (the "Development Plan"). 1.2 LLC hereby grants a non-exclusive, non-transferable, royalty-free license to Junction during the term of this Subcontract to make, have made, copy, modify, enhance and prepare derivative works of that Summa Four technology described in Exhibit B hereto and related documentation (the "Sublicensed Summa Four Technology") solely at the facilities of Junction or LLC, for the sole purpose of undertaking and completing the work described in the Development Plan. Junction shall have no right to sublicense any rights in the Sublicensed Summa Four Technology (including without limitation to Junction's subcontractors) without the express prior written consent of Summa Four. LLC shall provide the Sublicensed Summa Four Technology to Junction in a format which the Parties reasonably agree is necessary for Junction to undertake and complete the work described in the 90 Development Plan. Junction shall notify LLC and Summa Four immediately in the event of any actual or suspected unauthorized access to, use of or tampering with the Sublicensed Summa Four Technology. Junction agrees that the Sublicensed Summa Four Technology shall constitute Confidential Information of Summa Four, as defined in Section 7.1 below. 1.3 The Parties agree that Junction is expected to expend no more than $689,000 ("the Budget") in connection with developing and testing the Product in accordance with the Development Plan. 1.4 In the event that Junction's reasonable expenses incurred in connection with its work on the Development Plan exceed the Cash Payments, then the Parties shall in good faith explore other means for funding Junction's development and testing work hereunder. Failing further agreement between the Parties, Junction shall suspend further work under this Subcontract once its reasonable expenses are equal to the Cash Payments. 1.5 For the purposes of this Subcontract, Junction's reasonable costs incurred in connection with its work on the Development Plan shall mean Junction's fully-allocated cost of providing development and testing services to LLC hereunder, including: (i) out-of-pocket costs and a pro-rata portion of the salary and benefits of the Junction employees providing such servi...