FTO Policy Sample Clauses
An FTO (Freedom to Operate) Policy outlines the procedures and requirements for ensuring that a company’s products, processes, or services do not infringe on the intellectual property rights of others. Typically, this clause mandates conducting thorough patent searches and legal analyses before launching new products or entering new markets, and may require documentation of these reviews. Its core function is to minimize the risk of costly infringement litigation and to provide a clear framework for managing IP-related risks in business operations.
FTO Policy. Effective as of the Separation Date, Verigy shall establish the Verigy FTO Policy. Effective as soon as administratively practicable after the Verigy Transferred Employee's or other Verigy Employee's Agilent Participation Discontinuance Date, Agilent shall transfer to Verigy all data and information relating to the accrued benefits under the Agilent FTO Policy. Effective as of the Agilent Participation Discontinuance Date, Verigy shall assume all Liabilities under, relating to, or arising from the accrued benefits under the Agilent FTO Policy and described in Section 2.2 hereof. In the event that an Agilent Employee or Verigy Employee transfers his or her employment to the other party before the Distribution Date, such transfer of employment shall not result in a payout or constitute a termination event for purposes of the FTO Policy (except as may be required by Applicable Local Law under any non-United States FTO Policy), and no duplication of benefits shall occur as a result of any such transfer of employment between Agilent and Verigy. Furthermore, all Liabilities attributable to each Agilent Employee or Verigy Employee who transfers employment between Agilent and Verigy prior to the Distribution Date shall be assumed by the transferee employer subsequent to the transfer. With regard to the FTO Policy covering the Verigy Transferred Employees in Germany, at Agilent's option (and subject to Applicable Local Law), Agilent shall (i) transfer assets from such FTO Policy to the Verigy FTO Policy as of the Separation Date, (ii) make a cash payment to Verigy, or (iii) any combination of the foregoing. The total amount of such asset transfer or payment shall be equal to the value of the past service Liabilities transferred for the Verigy Transferred Employees on the Separation Date, and adjusted for any Non-United States Transferred Employees whose employment with Verigy or a Verigy Subsidiary in Germany begins after the Separation Date and before the Distribution Date, as calculated by Agilent's Actuary in good faith. Such payment or transfer will be made (whether through an asset transfer or payment) as soon as practicable on or after the Distribution Date. Personal holidays accrued by Verigy Transferred Employees and other Verigy Employees prior to the applicable Agilent Participation Discontinuance Date shall not transfer to Verigy, to the extent allowable by Applicable Local Law. Verigy Transferred Employees and other Verigy Employees shall cease active p...