Knowledge transfer and support Clause Samples

Knowledge transfer and support. 7.4.1 Seller shall provide all necessary resources and support to ensure a full and complete transfer of the information, knowledge, know-how and patents in relation to the System, and will use its commercially reasonable efforts to make Buyer / CSIMC personnel working with the System understand the technology and methods embodied in the System and necessary for its manufacture and servicing. 7.4.2 At no cost to Buyer and CSIMC, Seller shall provide up to sixty (60) man days of support in the first six months after Closing 2, and up to ten (10) man days per month for the next 12 months thereafter. For the avoidance of any doubt, when support is demanded by the Buyer or CSIMC, Seller shall provide personnel that are qualified to support, and for each day, the support shall last no less than 8 hours unless otherwise waived by the Buyer. Support shall be provided on a timely basis when requested by the Buyer or CSIMC either at CSIMC's facility in China, at Seller's facility in the US, or remotely, as agreed by CSIMC and the Seller on an on-going basis. Seller and CSIMC will each be responsible for its own costs of travel etc. in respect of such support services. If additional support beyond that provided for above is required by CSIMC in any period, Buyer or CSIMC may purchase such additional support services from Supplier at Supplier's then current standard rates for technical services, and subject to reimbursement of Seller's reasonable costs for travel, etc.

Knowledge transfer and support. 7.3.1 Seller shall provide all necessary resources and support to ensure a full and complete transfer of the System IPR, and any transfer necessary under the Cross License Agreement, and, further to clause 7.3.2, will use its commercially reasonable efforts to make Buyer / OEM Manufacturer personnel working with the System understand the technology and methods embodied in the System and necessary for its manufacture and servicing. 7.3.2 At no cost to Buyer, Seller shall provide reasonable support in the first six months after Closing 2 to Buyer. For the avoidance of any doubt, when support is demanded by the Buyer, Seller shall provide personnel that are qualified to support. Support shall be provided on a timely basis when requested by the Buyer either remotely (as a preference), at OEM Manufacturer's facility in Israel, or at Seller's facility in the US, as agreed by Buyer and Seller on an on-going basis. Seller and Buyer will each be responsible for its own costs of travel etc. in respect of such support services. If additional support beyond that provided for above is required by Buyer in any period, Buyer may purchase such additional support services from Seller at Seller's then current standard rates for technical services, and subject to reimbursement of Seller's reasonable costs for travel, etc. 7.3.3 Seller will introduce Buyer to the OEM Manufacturers with a view to facilitating Buyer's establishment of arrangements with the OEM Manufacturers for production of the System. However, it will be Buyer's sole responsibility to negotiate, enter into and ensure performance of any agreement with the OEM Manufacturers.

Knowledge transfer and support. 7.3.1 Seller shall provide all necessary resources and support to ensure a full and complete transfer of the System IPR, and further to 7.3.2 will use its commercially reasonable efforts to make Buyer / OEM Manufacturer personnel working with the System understand the technology and methods embodied in the System and necessary for its manufacture and servicing. 7.3.2 At no cost to Buyer, Seller shall provide reasonable support in the first six months after Closing 2 to Buyer. For the avoidance of any doubt, when support is demanded by the Buyer, Seller shall provide personnel that are qualified to support. Support shall be provided on a timely basis when requested by the Buyer either remotely (as a preference), at OEM Manufacturer's facility in Israel, or at Seller's facility in the US, as agreed by Buyer and Seller on an on-going basis. Seller and Buyer will each be responsible for its own costs of travel etc. in respect of such support services. If additional support beyond that provided for above is required by Buyer in any period, Buyer may purchase such additional support services from Seller at Seller's then current standard rates for technical services, and subject to reimbursement of Seller's reasonable costs for travel, etc. 7.3.3 Seller will introduce Buyer to the OEM Manufacturers with a view to facilitating Buyer's establishment of arrangements with the OEM Manufacturers for production of the System. However, it will be Buyer's sole responsibility to negotiate, enter into and ensure performance of any agreement with the OEM Manufacturers.