Product Integration. (a) The Partnership shall undertake to architect and design its systems, platforms, networks and products in a manner that facilitates seamless integration of the Partnership's Wireless Exclusive Services with the telecommunications products and services offered by the Partnership and its Subsidiaries, each Partner and its Controlled Affiliates, Teleport and any Local Joint Venture. The adoption of all budgets, plans and procedures by the Partnership regarding the planning, design and development activities of the Partnership with respect to the architecture and design of all systems, platforms, networks and products shall require a Required Majority Vote of the Partnership Board, and each Partner shall have the right to participate fully in such planning, design and development activities and shall have access to and rights to use all Partnership Technical Information relating to such activities in accordance with Section 8.7 (except to the extent otherwise provided in Sections 8.12(b), (c) and (d) below with respect to any Proprietary Technical Information). (b) Following July 31, 1996, each Partner shall have the right to cause the Partnership to undertake, in cooperation with such Partner and at such Partner's cost and expense, the development of Technical Information that such Partner reasonably believes is necessary to integrate the Partnership's Wireless Exclusive Services with the wireline telecommunications products and services of (x) Sprint and its Controlled Affiliates, if such Partner is Sprint, (y) such Partner and its Controlled Affiliates and/or Teleport, if such Partner is a Cable Partner, or (z) any Local Joint Venture in which such Partner or its Controlled Affiliate has an interest (or to which such Partner or its Controlled Affiliate is a party) ("Proprietary Technical Information"); provided, that such undertaking by the Partnership shall not materially interfere with the Partnership's ongoing planning, design and development activities and any such integration shall not adversely impact in any material respect the operating characteristics of the Partnership's existing systems, platforms, networks or products. The Partner causing the Partnership to develop any such Proprietary Technical Information (the "Initiating Partner") shall have the irrevocable, royalty-free exclusive right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; provided, that (i) the Initiating Partner shall have no such exclusive right as to any pre-existing Partnership Technical Information used in the development of any such Proprietary Technical Information, (ii) if (A) the Initiating Partner is Sprint, each other Partner that has, or has a Controlled Affiliate that has, entered a Local Joint Venture with Sprint or a Controlled Affiliate of Sprint, or (B) the Initiating Partner is a Cable Partner, each other Cable Partner and, if Sprint or a Controlled Affiliate of Sprint has entered a Local Joint Venture with such Initiating Partner or a Controlled Affiliate of such Initiating Partner, Sprint, shall be entitled to participate in the development of Proprietary Technical Information in cooperation with the Initiating Partner (except that neither Sprint (if a Cable Partner is the Initiating Partner) nor any of the Cable Partners (if Sprint is the Initiating Partner) shall be entitled to participate in the development of any Proprietary Technical Information integrating the Partnership's Wireless Exclusive Services with telecommunications products and services designed primarily for non-residential customers ("Business-Related Information")), and (iii) if one or more other Partners participates in the development of any Proprietary Technical Information pursuant to clause (ii) above, the Initiating Partner and each such other Partner shall have the exclusive (other than as among the Initiating Partner and each such other Partner) irrevocable, royalty-free right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; however, in such case, no Initiating Partner or such other Partner having the foregoing rights as to any such Proprietary Technical Information developed pursuant to this Section 8.12(b) shall sublicense or otherwise grant rights with respect to such Proprietary Technical Information to any Person other than such Partner and its Controlled Affiliates, the Partnership and its Subsidiaries, any Local Joint Venture in which the Initiating Partner (or its Controlled Affiliate) or such other Partner (or its Controlled Affiliate) that participated in the development of such Proprietary Technical Information has an interest (or to which any of the foregoing is otherwise a party), and Teleport (if a Cable Partner is the Initiating Partner) (provided that the restrictions set forth in this clause (iii) shall apply only to the use of such Proprietary Technical Information in connection with the provision of telecommunications products and services to customers located in the United States and its territories, other than Puerto Rico). Subject to Section 8.12(c), the costs and expenses incurred in the development of Proprietary Technical Information shall be borne by the Initiating Partner and each such other Partner that elects to participate in the development of such Proprietary Technical Information ratably in proportion to their respective Percentage Interests. (c) To the extent that following the development of any Business-Related Information, the Initiating Partner or any of its Controlled Affiliates uses or licenses or permits a sub- license (or otherwise grants any right) for the use of all or any portion of such Business-Related Information for an application thereof to a telecommunications product or service for residential customers to any material extent (other than the provision by a non-residential customer of access to any such product or service solely for business purposes, provided that such product or service is not offered, promoted or packaged to residential customers), the Initiating Partner shall promptly notify each other Partner that would have been entitled to participate in such development but for the restriction on its right to participate in the development of Business-Related Information contained in the second sentence of Section 8.12(b), and each such other Partner shall be entitled to an irrevocable right and license to make (or have made), use, sell, copy, modify or sub-license any such portion of such Business-Related Information (but subject to the restriction in clause (iii) of the proviso in the second sentence of Section 8.12(b) above), subject to the payment by such Partner of a pro rata portion of the development costs and expenses attributable to the development of such portion of such Business-Related Information used for such application for residential customers (which shall be borne by the Initiating Partner, any other Partner initially participating in the development of such Business-Related Information (an "Initial Participating Partner"), and any Partner(s) exercising rights under this paragraph ratably in proportion to their respective Percentage Interests). Such payment shall be made as a direct reimbursement to the Initiating Partner and each Initial Participating Partner of the applicable portion of the development costs and expenses previously paid to the Partnership by the Initiating Partner and the Initial Participating Partner. (d) In connection with the proposed development of any Proprietary Technical Information, the applicable Partners and the Partnership shall agree in writing to processes and procedures related to such development and the actual scope of use, ownership, license and sub-license rights with respect to such Proprietary Technical Information (including the nature and extent of any pre-existing Partnership Technical Information to be used in the development of such Proprietary Technical Information), which in any such case shall be consistent with this Section 8.12, unless otherwise agreed by the applicable Partners and the Partnership. If, in connection with any development pursuant to Section 8.12, any Partner or the Partnership develops or invents any technology or other intellectual property giving rise to any patent rights, subject to the other provisions of this Section 8.12, common law principles relating to the ownership of and rights to use patentable inventions shall govern the ownership of and rights to use such technology or other intellectual property, unless otherwise agreed by the parties participating in the development of such technology or other intellectual property. Notwithstanding anything in this Agreement to the contrary, without such Partner's prior written consent, no licenses, either express or implied, are granted to the Partnership, any other Partner or any other entity for any Proprietary Technical Information or other Technical Information Rights owned or solely developed by a Partner.
Appears in 1 contract
Product Integration. (a) The Partnership shall undertake to architect and design its systems, platforms, networks and products in a manner that facilitates seamless integration of the Partnership's Wireless Exclusive Services with the telecommunications products and services offered by the Partnership and its Subsidiaries, each Partner and its Controlled Affiliates, Teleport and any Local Joint Venture. The adoption of all budgets, plans and procedures by the Partnership regarding the planning, design and development activities of the Partnership with respect to the architecture and design of all systems, platforms, networks and products shall require a Required Majority Vote of the Partnership Board, and each Partner shall have the right to participate fully in such planning, design and development activities and shall have access to and rights to use all Partnership Technical Information relating to such activities in accordance with Section 8.7 (except to the extent otherwise provided in Sections 8.12(b), (c) and (d) below with respect to any Proprietary Technical Information).
(b) Following July 31, 1996, each Partner shall have the right to cause the Partnership to undertake, in cooperation with such Partner and at such Partner's cost and expense, the development of Technical Information that such Partner reasonably believes is necessary to integrate the Partnership's Wireless Exclusive Services with the wireline telecommunications products and services of (x) Sprint and its Controlled Affiliates, if such Partner is Sprint, (y) such Partner and its Controlled Affiliates and/or Teleport, if such Partner is a Cable Partner, or (z) any Local Joint Venture in which such Partner or its Controlled Affiliate has an interest (or to which such Partner or its Controlled Affiliate is a party) ("Proprietary Technical Information"); provided, that such undertaking by the Partnership shall not materially interfere with the Partnership's ongoing planning, design and development activities and any such integration shall not adversely impact in any material respect the operating characteristics of the Partnership's existing systems, platforms, networks or products. The Partner causing the Partnership to develop any such Proprietary Technical Information (the "Initiating Partner") shall have the irrevocable, royalty-free exclusive right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; provided, that (i) the Initiating Partner shall have no such exclusive right as to any pre-pre- existing Partnership Technical Information used in the development of any such Proprietary Technical Information, (ii) if (A) the Initiating Partner is Sprint, each other Partner that has, or has a Controlled Affiliate that has, entered a Local Joint Venture with Sprint or a Controlled Affiliate of Sprint, or (B) the Initiating Partner is a Cable Partner, each other Cable Partner and, if Sprint or a Controlled Affiliate of Sprint has entered a Local Joint Venture with such Initiating Partner or a Controlled Affiliate of such Initiating Partner, Sprint, shall be entitled to participate in the development of Proprietary Technical Information in cooperation with the Initiating Partner (except that neither Sprint (if a Cable Partner is the Initiating Partner) nor any of the Cable Partners (if Sprint is the Initiating Partner) shall be entitled to participate in the development of any Proprietary Technical Information integrating the Partnership's Wireless Exclusive Services with telecommunications products and services designed primarily for non-residential customers ("Business-Related Information")), and (iii) if one or more other Partners participates in the development of any Proprietary Technical Information pursuant to clause (ii) above, the Initiating Partner and each such other Partner shall have the exclusive (other than as among the Initiating Partner and each such other Partner) irrevocable, royalty-free right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; however, in such case, no Initiating Partner or such other Partner having the foregoing rights as to any such Proprietary Technical Information developed pursuant to this Section 8.12(b) shall sublicense or otherwise grant rights with respect to such Proprietary Technical Information to any Person other than such Partner and its Controlled Affiliates, the Partnership and its Subsidiaries, any Local Joint Venture in which the Initiating Partner (or its Controlled Affiliate) or such other Partner (or its Controlled Affiliate) that participated in the development of such Proprietary Technical Information has an interest (or to which any of the foregoing is otherwise a party), and Teleport (if a Cable -89- 97 Partner is the Initiating Partner) (provided that the restrictions set forth in this clause (iii) shall apply only to the use of such Proprietary Technical Information in connection with the provision of telecommunications products and services to customers located in the United States and its territories, other than Puerto Rico). Subject to Section 8.12(c), the costs and expenses incurred in the development of Proprietary Technical Information shall be borne by the Initiating Partner and each such other Partner that elects to participate in the development of such Proprietary Technical Information ratably in proportion to their respective Percentage Interests.
(c) To the extent that following the development of any Business-Related Information, the Initiating Partner or any of its Controlled Affiliates uses or licenses or permits a sub- sub-license (or otherwise grants any right) for the use of all or any portion of such Business-Related Information for an application thereof to a telecommunications product or service for residential customers to any material extent (other than the provision by a non-residential customer of access to any such product or service solely for business purposes, provided that such product or service is not offered, promoted or packaged to residential customers), the Initiating Partner shall promptly notify each other Partner that would have been entitled to participate in such development but for the restriction on its right to participate in the development of Business-Related Information contained in the second sentence of Section 8.12(b), and each such other Partner shall be entitled to an irrevocable right and license to make (or have made), use, sell, copy, modify or sub-license any such portion of such Business-Related Information (but subject to the restriction in clause (iii) of the proviso in the second sentence of Section 8.12(b) above), subject to the payment by such Partner of a pro rata portion of the development costs and expenses attributable to the development of such portion of such Business-Related Information used for such application for residential customers (which shall be borne by the Initiating Partner, any other Partner initially participating in the development of such Business-Related Information (an "Initial Participating Partner"), and any Partner(s) exercising rights under this paragraph ratably in proportion to their respective Percentage Interests). Such payment shall be made as a direct reimbursement to the Initiating Partner and each Initial Participating Partner of the applicable portion of the development costs and expenses previously paid to the Partnership by the Initiating Partner and the Initial Participating Partner.
(d) In connection with the proposed development of any Proprietary Technical Information, the applicable Partners and the Partnership shall agree in writing to processes and procedures related to such development and the actual scope of use, ownership, license and sub-license rights with respect to such Proprietary Technical Information (including the nature and extent of any pre-existing Partnership Technical Information to be used in the development of such Proprietary Technical Information), which in any such case shall be consistent with this Section 8.12, unless otherwise agreed by the applicable Partners and the Partnership. If, in connection with any development pursuant to Section 8.12, any Partner or the Partnership develops or invents any technology or other intellectual property giving rise to any patent rights, subject to the other provisions of this Section 8.12, common law principles relating to the ownership of and rights to use patentable inventions shall govern the ownership of and rights to use such technology or other intellectual property, unless otherwise agreed by the parties participating in the development of such technology or other intellectual property. Notwithstanding anything in this Agreement to the contrary, without such Partner's prior written consent, no licenses, either express or implied, are granted to the Partnership, any other Partner or any other entity for any Proprietary Technical Information or other Technical Information Rights owned or solely developed by a Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Tele Communications Inc /Co/)
Product Integration. (a) The Partnership shall undertake to architect and design its systems, platforms, networks and products in a manner that facilitates seamless integration of the Partnership's Wireless Exclusive Services with the telecommunications products and services offered by the Partnership and its Subsidiaries, each Partner and its Controlled Affiliates, Teleport and any Local Joint Venture. The adoption of all budgets, plans and procedures by the Partnership regarding the planning, design and development activities of the Partnership with respect to the architecture and design of all systems, platforms, networks and products shall require a Required Majority Vote of the Partnership Board, and each Partner shall have the right to participate fully in such planning, design and development activities and shall have access to and rights to use all Partnership Technical Information relating to such activities in accordance with Section 8.7 (except to the extent otherwise provided in Sections 8.12(b), (c) and (d) below with respect to any Proprietary Technical Information).
(b) Following July 31, 1996, each Partner shall have the right to cause the Partnership to undertake, in cooperation with such Partner and at such Partner's cost and expense, the development of Technical Information that such Partner reasonably believes is necessary to integrate the Partnership's Wireless Exclusive Services with the wireline telecommunications products and services of (x) Sprint and its Controlled Affiliates, if such Partner is Sprint, (y) such Partner and its Controlled Affiliates and/or Teleport, if such Partner is a Cable Partner, or (z) any Local Joint Venture in which such Partner or its Controlled Affiliate has an interest (or to which such Partner or its Controlled Affiliate is a party) ("Proprietary Technical Information"); provided, that such undertaking by the Partnership shall not materially interfere with the Partnership's ongoing planning, design and development activities and any such integration shall not adversely impact in any material respect the operating characteristics of the Partnership's existing systems, platforms, networks or products. The Partner causing the Partnership to develop any such Proprietary Technical Information (the "Initiating Partner") shall have the irrevocable, royalty-free exclusive right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; provided, that (i) the Initiating Partner shall have no such exclusive right as to any pre-existing Partnership Technical Information used in the development of any such Proprietary Technical Information, (ii) if (A) the Initiating Partner is Sprint, each other Partner that has, or has a Controlled Affiliate that has, entered a Local Joint Venture with Sprint or a Controlled Affiliate of Sprint, or (B) the Initiating Partner is a Cable Partner, each other Cable Partner and, if Sprint or a Controlled Affiliate of Sprint has entered a Local Joint Venture with such Initiating Partner or a Controlled Affiliate of such Initiating Partner, Sprint, shall be entitled to participate in the development of Proprietary Technical Information in cooperation with the Initiating Partner (except that neither Sprint (if a Cable Partner is the Initiating Partner) nor any of the Cable Partners (if Sprint is the Initiating Partner) shall be entitled to participate in the development of any Proprietary Technical Information integrating the Partnership's Wireless Exclusive Services with telecommunications products and services designed primarily for non-residential customers ("Business-Related Information")), and (iii) if one or more other Partners participates in the development of any Proprietary Technical Information pursuant to clause (ii) above, the Initiating Partner and each such other Partner shall have the exclusive (other than as among the Initiating Partner and each such other Partner) irrevocable, royalty-free right and license to make (or have made), use, sell, copy, modify and sublicense such Proprietary Technical Information; however, in such case, no Initiating Partner or such other Partner having the foregoing rights as to any such Proprietary Technical Information developed pursuant to this Section 8.12(b) shall sublicense or otherwise grant rights with respect to such Proprietary Technical Information to any Person other than such Partner and its Controlled Affiliates, the Partnership and its Subsidiaries, any Local Joint Venture in which the Initiating Partner (or its Controlled Affiliate) or such other Partner (or its Controlled Affiliate) that participated in the development of such Proprietary Technical Information has an interest (or to which any of the foregoing is otherwise a party), and Teleport (if a Cable Partner is the Initiating Partner) (provided that the restrictions set forth in this clause (iii) shall apply only to the use of such Proprietary Technical Information in connection with the provision of telecommunications products and services to customers located in the United States and its territories, other than Puerto Rico). Subject to Section 8.12(c), the costs and expenses incurred in the development of Proprietary Technical Information shall be borne by the Initiating Partner and each such other Partner that elects to participate in the development of such Proprietary Technical Information ratably in proportion to their respective Percentage Interests.
(c) To the extent that following the development of any Business-Business- Related Information, the Initiating Partner or any of its Controlled Affiliates uses or licenses or permits a sub- sub-license (or otherwise grants any right) for the use of all or any portion of such Business-Related Information for an application thereof to a telecommunications product or service for residential customers to any material extent (other than the provision by a non-residential customer of access to any such product or service solely for business purposes, provided that such product or service is not offered, promoted or packaged to residential customers), the Initiating Partner shall promptly notify each other Partner that would have been entitled to participate in such development but for the restriction on its right to participate in the development of Business-Related Information contained in the second sentence of Section 8.12(b), and each such other Partner shall be entitled to an irrevocable right and license to make (or have made), use, sell, copy, modify or sub-license any such portion of such Business-Related Information (but subject to the restriction in clause (iii) of the proviso in the second sentence of Section 8.12(b) above), subject to the payment by such Partner of a pro rata portion of the development costs and expenses attributable to the development of such portion of such Business-Related Information used for such application for residential customers (which shall be borne by the Initiating Partner, any other Partner initially participating in the development of such Business-Business- Related Information (an "Initial Participating Partner"), and any Partner(s) exercising rights under this paragraph ratably in proportion to their respective Percentage Interests). Such payment shall be made as a direct reimbursement to the Initiating Partner and each Initial Participating Partner of the applicable portion of the development costs and expenses previously paid to the Partnership by the Initiating Partner and the Initial Participating Partner.
(d) In connection with the proposed development of any Proprietary Technical Information, the applicable Partners and the Partnership shall agree in writing to processes and procedures related to such development and the actual scope of use, ownership, license and sub-sub- license rights with respect to such Proprietary Technical Information (including the nature and extent of any pre-existing Partnership Technical Information to be used in the development of such Proprietary Technical Information), which in any such case shall be consistent with this Section 8.12, unless otherwise agreed by the applicable Partners and the Partnership. If, in connection with any development pursuant to Section 8.12, any Partner or the Partnership develops or invents any technology or other intellectual property giving rise to any patent rights, subject to the other provisions of this Section 8.12, common law principles relating to the ownership of and rights to use patentable inventions shall govern the ownership of and rights to use such technology or other intellectual property, unless otherwise agreed by the parties participating in the development of such technology or other intellectual property. Notwithstanding anything in this Agreement to the contrary, without such Partner's prior written consent, no licenses, either express or implied, are granted to the Partnership, any other Partner or any other entity for any Proprietary Technical Information or other Technical Information Rights owned or solely developed by a Partner.
Appears in 1 contract