Philips Sample Clauses

Philips rules about corporate governance and corporate citizenship

Philips. Software is comprised of computer programming/formatting code, operating instructions, graphics, designs, information and/or other material (whether in written, graphical, or other form, collectively “Software Content”) protected by copyright, trademark, trade secret, patent, or other intellectual property rights laws. The Software and Software Content is and shall remain the property of Philips and its licensors. Customer shall comply with all such laws and shall not assert any rights in the Software and Software Content, other than its right to access and otherwise use the Software as provided for in this Agreement. Customer may not modify, copy, provide to any third party, sell, transfer, or create derivative works of the Software or any Software Content, in whole or in part. Customer shall not decompile, disassemble, reverse engineer, or in any way derive source code from the Software. All right, title and interest in and to the Software, and all related software programs, computer source code, technology, information, documents, files and other materials, including all intellectual property and proprietary rights developed in connection with the Software, including but not limited to know-how, feedback, methodologies, and processes are and will remain with Philips. Except as otherwise specifically set forth in this Agreement, no rights or implied licenses in such intellectual property are granted to Customer by this Agreement or Customer’s use of the Software.

Philips. Lite-On Digital Solutions Corporation and Philips & Lite-On Digital Solutions USA, Inc; and

Philips may terminate this Agreement forthwith by means of notice in writing to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any bankruptcy or insolvency law.

Philips obligation to provide training hereunder is expressly subject to Customer Non-Disclosure Terms and Conditions set forth in Attachment 3-1 to this Exhibit (which are incorporated into this Exhibit) and expressly contingent on each Trainee signing a Customer Employee Non-Disclosure Agreement set forth as Attachment 3-2 to this Exhibit. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus and must satisfy all prerequisites prior to admission. Philips makes no warranty that any Trainee will pass all or any portion of the training courses provided or that the training will result in any Trainee being qualified or able to troubleshoot and repair any or all possible malfunctions that may occur in the Covered System.

Philips has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Exchange Shares.

Philips reserves the right to limit the number of User Licenses provided to Customer under this Agreement. “User” is defined as a specific individual (e.g., identified by an individual login id, access point, or username) who may access and use the Software during the term of this Agreement. Customer may transfer the License from one User to another at any time during the term of the Agreement, at no additional cost, only when the original User no longer requires access and is no longer permitted access to the Software. Philips also reserves the right to limit the number of additional Users purchased by and made available to Customer.

Philips. Medical will issue purchase orders to Diametrics prior to authorization of return of instruments to Diametrics. . This agreement to provide reconditioning service may be terminated by either party upon 90 days written notice. . Repair pricing is subject to 90 day notice of change. . Repair and reconditioning will be to current built standards unless specified otherwise. . Out of warranty repair excludes customer abused or damaged equipment. Out of warranty repair for Trendcare: Senior repair *** Satellite repair *** PDM repair *** Calibrator repair *** ($1000 if calibrator needs copper and brass fittings => new hard piped gas system upgrade) *** Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Philips responsibility to provide the Services, meet any milestones, and provide deliverables described in the SOW is contingent on Client meeting its responsibilities described in this Section 3 in a timely and appropriate fashion, free of charge. If Client fails to meet such responsibilities or provide any items, then that may result in an increase in the fees or in delays or extensions of the milestones or deliverables described in the SOW. Client will provide: 3.1.1 Access to all necessary Client employees, representatives or agents as needed to accomplish the objectives described in the SOW; 3.1.2 Access to reports and materials (written and electronic) as needed to accomplish the objectives described in the SOW; 3.1.3 Immediate written notification to Philips if Client knows that earlier provided information, reports or materials are incorrect or have changed such that any inaccuracy or change may impact Philips delivery of the Services in any way; and 3.1.4 Access to standard office facilities for the Philips team, such as work space, standard office equipment (e.g. telephone, copiers), Internet access, and parking when necessary for Philips to be at the Client’s site on a full or part time basis and any tools or materials provided by Client that may be necessary to perform the Services or for the performance of tests at such Client locations as may be necessary to facilitate such performance.