Common use of Modifications and Improvements Clause in Contracts

Modifications and Improvements. 6.1 Buyer may propose modifications to the Fixed-Based Laser Projection System or the Motion-Based Laser Projection System at any time. Seller shall review any such proposals and negotiate with Buyer in good faith with respect thereto to attempt to reach agreement on reasonable commercial terms, provided that modifications shall be made only upon mutual written agreement between Buyer and Seller. 6.2 Buyer may propose improvements to the Fixed-Based Laser Projection System or the Motion-Based Laser Projection System at any time. Seller shall review any such proposals and negotiate with Buyer in good faith with respect thereto to attempt to reach agreement on reasonable commercial terms, provided that improvements shall be made only upon mutual written agreement between Buyer and Seller. 6.3 After manufacturing acceptance testing and acceptance of the Fixed-Based Laser Projection System and the Motion-Based Laser Projection System, Seller may, at its election, incorporate any enhancements, improvements or new capabilities, designed for, or incorporated into, Seller’s commercial products that were developed by Seller independently of Buyer into the Fixed-Based Laser Projection Systems and the Motion-Based Laser Projection Systems supplied to Buyer, at no additional developmental cost to Buyer. Any other enhancements, improvements, or new capabilities designed for, or incorporated into, Seller’s commercial products that were developed by Seller independently of Buyer will be incorporated into the Fixed-Based Laser Projection System and the Motion-Based Laser Projection System only to the extent that the commercial terms upon which such enhancements, improvements or new capabilities are so incorporated are mutually agreed by Seller and Buyer. Notwithstanding anything herein to the contrary, Seller will have no obligation to incorporate any enhancements, improvements or new capabilities into products which have already been manufactured or delivered. To the extent that Seller incorporates any such enhancements, improvements or new capabilities into the Fixed-Based Laser Projection System and the Motion-Based Laser Projection System pursuant to the first or second sentence of this Section 6.3, Seller will provide Buyer with any updated design, engineering and technical documentation and data, including but not limited to drawings, parts lists, bills of materials, and fabrication instructions, to the extent related to the Fixed-Based Laser Projection System and the Motion-Based Laser Projection System. 6.4 All modifications and improvements to the laser projectors and all Intellectual Property associated therewith shall be owned by Seller, regardless of whether Buyer compensates Seller for creating such modifications or improvements. All such Intellectual Property shall be deemed Laser Intellectual Property for the purposes of this Agreement. Seller shall promptly notify Buyer of all such modifications and improvements in writing, and Seller agrees to meet with Buyer in person at least once annually, and by telephone at least once quarterly, for the purpose of discussing such modifications and improvements.