Improvements and Modifications Clause Samples

Improvements and Modifications. A. If during the term of this Agreement, the Operator, its officers, agents or employees develop any improvements or modifications in the Subject Matter, all such information must be disclosed immediately in writing to North America and will become the property of North America. North America is obliged to disseminate all such information and material to all of its licensees for their mutual benefit. Operator will cause each of its officers, agents and employees to execute an Agreement in the form attached hereto as Schedule C requiring disclosure to North America and Operator of all such improvements and modifications among other things. B. Operator recognizes and agrees that from time to time hereafter North America may change or modify the system presently identified by the mark, "INSITUFORM", including ▇▇▇ adoption and use of new or modified trade names, trademarks, service marks or copyrighted materials, new products, new equipment or new techniques, and that Operator will accept, use and display for the purpose of this Agreement any such changes in system, including new or modified trade names, trademarks, service marks or copyrighted materials, new products, new equipment or new techniques, as if they were part of this Agreement at the time of execution hereof. Operator will make such expenditures as such changes or modifications in the system may reasonably require, and do so within a reasonable time.

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12...

Improvements and Modifications. 8.1 HIHL shall provide HIL with details of any Improvement belonging to HIL which it wishes to be incorporated into any of the Services described in Schedule A or any other modification which it wishes to be made to any of the Services described in Schedule A from time to time; 8.2 HIL shall provide HIHL with details of any Improvement belonging to HIL which it wishes to be incorporated into any of the Services described in Schedule B or any other modification which it wishes to be made to any of the Services described in Schedule B from time to time. 8.3 The parties shall provide each other with details of any Improvement which is made, developed or acquired from time to time in relation to any of the Services; 8.4 The title to and all Intellectual Property in respect of any Improvement created, made, developed or acquired by either party shall belong to that party but a royalty free licence lasting for the time for which the particular Service is provided shall be granted by that party to the other. 8.5 Each party shall not unreasonably withhold its consent to the incorporation into the Services of any Improvement belonging or available to that party or any other modification to the Services as is referred to in clause 8.1 and 8.2. 8.6 HIL and HIHL shall discuss the period for which each of the Services are provided but without prejudice to the rights and obligations created by this Agreement.

Improvements and Modifications. If during the term of this Agreement, the Operator or his employees, develop any improvements or modifications in the Subject Matter, all such information must be disclosed immediately to North America and will become the property of North America. North America is obliged to disseminate all such information and material to all of its licensees for their mutual benefit and the benefit of those they serve.

Improvements and Modifications. (a) In addition to Lessee’s obligations as Construction Agent under the Construction Agency Agreement, on and after the Base Term Commencement Date, (i) Lessee, at Lessee’s own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Modifications”) which are (A) necessary to repair or maintain the Leased Property in the condition required by Section 9.1; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV (collectively, a “Required Modification”); and (ii) so long as no Default or Event of Default has occurred and is continuing, Lessee, at Lessee’s own cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws, Section 9.1 and Section 10.1(b) (collectively, a “Permitted Modifications”). (b) The making of any Modifications must be in compliance with the following requirements: (i) No such Modifications or series of Modifications (A) with a cost exceeding Ten Million Dollars ($10,000,000) for each Modification or, when added to the cost of all other Modifications, Twenty Five Million Dollars ($25,000,000) in the aggregate, or (B) materially affecting any structural element of the Facility, shall be made or undertaken without the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. (ii) No Modifications shall be undertaken (x) in violation in any material respect of the terms of any restriction (including any environmental deed restriction), easement, condition, covenant, no further action letter or other similar matter affecting title to or binding on the Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material permits and authorizations to such Modifications of all third Persons or Governmental Authorities having jurisdiction. Lessor, at Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (iii) All Modifications shall be prosec...

Improvements and Modifications. (a) (i) Lessee, at Lessee’s own cost and expense, shall make alterations, renovations, improvements, additions and upgrades to the Leased Property or any part thereof and substitutions and replacements therefor, and/or make changes the use of the Leased Property or any part thereof (collectively, “Modifications”) which are (A) necessary to repair or maintain the Leased Property in the condition required by Section 9.1; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary or advisable to restore the Leased Property to substantially the same condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV (collectively, “Required Modifications”); and (ii) so long as no Event of Default has occurred and is continuing, Lessee or its subtenants, at Lessee’s or its subtenant’s, as applicable, sole discretion and cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws in all material respects and with Section 9.1 and Section 10.1(b) (collectively, “Permitted Modifications”).

Improvements and Modifications. Commodore also hereby licenses to MES, solely for the purposes stated in Section 2.1 hereof, all improvements or modifications to the Intellectual Property described on Schedule A hereto developed by Commodore (if any) and, for purposes of this Agreement, "Intellectual Property" shall include all improvements and modifications thereto developed by Commodore. Provided, that if any such improvements or modifications include Proprietary or non-proprietary equipment or hardware, MES shall exclusively bear the cost of same. Commodore shall sell such equipment or hardware to MES on terms no less favorable that it sells it to other third parties. Provided, that nothing in this Agreement shall be construed to obligate MES to license such improvements or modifications, to pay for the cost of same, if it does not desire to license such improvements or modifications.

Improvements and Modifications. No rights are granted under the Licensed Patent Rights and Technology to any improvements of the Licensor or in fields outside the Field

Improvements and Modifications. The term "Improvements and Modifications" means any and all changes in the design or Specifications of any of the Products or the Core Technology, including the addition of new features or capacities.