Support and Development Agreement Sample Clauses

Support and Development Agreement. The Parties will enter into an agreement, pursuant to which TALi will upon agreed terms electronically deliver the Product to users, and provide and conduct general, support and development activities for the RAG Offering including providing customary maintenance, updates (including error corrections for identified errors) and applying existing upgrades for the Products (“Support and Development Agreement”) and deliver Technologies (including applicable Product Technologies) in its control as necessary to enable Xxxxx to fulfill its obligations and exercise its rights under this Agreement and the Territory R&D Plans. The Parties will begin to discuss and negotiate the terms of the Support and Development Agreement promptly after the JSC determines, pursuant to Section 4.3, that the results of the Pilot Study as described in the Pilot Study Report meet the success criteria described in the Pilot Study Plan or otherwise determined by the JSC. The Parties will, unless otherwise agreed by the JSC, use best efforts to finalize and enter into the Support and Development Agreement within [***] ([***]) days after the JSC approves the Pivotal Study Plan. As further described in the Support and Development Agreement, TALi will make regular updates to the commercially available versions of the Product and related software, including making updates, upgrades, improvements, bug-fixes, patches, and otherwise maintaining and supporting the Product consistent with industry customs and standards and as necessary to support filing for, obtaining and maintaining Marketing Approval(s) for the RAG Offering in the Field in the Territory. The Support and Development Agreement shall also include the following elements:

Related to Support and Development Agreement

  • Research and Development All product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with their business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to the Business and all such processes, procedures and practices required in connection with such activities are in place as necessary and are being complied with in all material respects.

  • Development Agreement Upon execution of this Notice to Proceed, Subrecipient shall enter into a development agreement with the Project Developer (“Development Agreement”). The Development Agreement shall include a Rider to Development Agreement, substantially in the form to be provided by the Department. The Developer entity specified in Section 1 above, shall not be removed or substituted with a different Developer entity without the prior written consent of both the Department and Subrecipient, and the Development Agreement shall contain a provision to this effect. No Developer may be listed on any state or federal debarment list and must be in good standing with the Department and the State of California.

  • Creation and Development Fee If the Prospectus related to a Trust specifies a creation and development fee, the Trustee shall, on or immediately after the end of the initial offering period, withdraw from the Capital Account, an amount equal to the unpaid creation and development fee as of such date and credit such amount to a special non-Trust account designated by the Depositor out of which the creation and development fee will be distributed to the Depositor (the "Creation and Development Account"). The creation and development fee is the per unit amount specified in the Prospectus for the Trust.

  • Training and Development 3.1 Authorities will develop local 'Workforce Development Plans (see Part 4.8),' closely linked to their service delivery plans, which will provide the focus for the establishment of training and development priorities. Training and development should be designed to meet the corporate and service needs of authorities both current and in the future, taking into account the individual needs of employees. Local schemes on training and development should enable authorities to attain their strategic objectives through development of their employees. Training and development provisions should be shaped to local requirements and take account of the full range of learning methods. Such an approach should enable access to learning for all employees. The needs of part time employees and shift workers need particular consideration.

  • Framework Agreement This Agreement is being entered into in accordance with that certain Master Framework Agreement, dated as of October 9, 2020 (as amended, restated, supplemented or otherwise modified, the “Framework Agreement”), among TXU, as seller, the entities party thereto as Originators, TXU, as agent for the Seller and the Originators (in such capacity, the “Seller Party Agent”) and MUFG, as buyer. Capitalized terms used but not defined in this Agreement or in any Confirmations shall have the meanings set forth in the Framework Agreement (including Schedule 1 thereto). In the event of any inconsistency between this Agreement and the Framework Agreement, the Framework Agreement shall govern.

  • Design Development Documents In accordance with the approved Preliminary Design and Construction Schedule and based upon approval of and comments made by the Owner regarding the Schematic Design Documents, the Design Professional shall prepare and submit to the Owner the Design Development Documents. (See ASTM Standard Practice E 1804-02, August 2007, Sections 6.4, 8.2 and 8.3 for guidance on information which is generally developed in Design Development Documents.) The Design Development Documents shall consist of a Site Plan, building plans, floor plans, sections, elevations, typical construction details, equipment layouts, and other drawings and outline specifications. These documents will fix and illustrate the size and character of the entire Project in its essentials, including but not limited to kinds of materials, criteria and sizing of major components, equipment sizes and capacities, approximate layouts including required spaces for clearances, type of structure, grade elevations, sidewalks, utilities, roads, parking areas, mechanical and electrical systems. The Design Professional shall also prepare Outline Specifications giving basic descriptions of essential components of all systems. The Outline Specifications shall identify major materials and systems and establish in general their quality levels. Upon the request of the Owner, the Design Professional shall furnish to the Owner perspective illustrations, physical models, and 3-D computer models at a specified size. Such illustrations and models shall be performed as an Additional Service to this Contract and shall be compensated at the rates shown in Exhibit A and Article 4.1.3, Reimbursable Expenses.

  • Cooperation Agreement SNC-Lavalin, SNC-Lavalin Bidco and Atkins have entered into the Cooperation Agreement, pursuant to which each of SNC-Lavalin and SNC-Lavalin Bidco has agreed to use all reasonable endeavours to ensure the satisfaction of the Regulatory Conditions as soon as reasonably practicable and before 31 July 2017. SNC-Lavalin and Atkins have agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, notifications and submission to be made in relation to obtaining the necessary clearances to satisfy the Regulatory Conditions. By way of compensation for any loss or damage that may be suffered by Atkins if SNC-Lavalin or SNC-Lavalin Bidco invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to 31 July 2017, or any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC-Lavalin Bidco by 11.59 p.m. on 31 July 2017, SNC-Lavalin has agreed to pay Atkins a break fee of £50,000,000. No break fee will be payable if the Cooperation Agreement has terminated prior to the relevant break fee trigger event occurring or if a break fee trigger event occurs and the relevant break fee trigger was caused to a material extent by Atkins’ failure to comply with its co-operation and assistance obligations in connection with obtaining the necessary clearances to satisfy the Regulatory Conditions. The Cooperation Agreement will terminate with immediate effect: • if agreed in writing between the parties prior to the Effective Date; • on service of written notice by SNC-Lavalin if: • Atkins announces that the Atkins Directors no longer intend to give, or intend to adversely modify or qualify, their recommendation; • Atkins Directors do not make the recommendation in the Scheme Document or the recommendation is subsequently withdrawn or adversely modified or qualified; or • an independent competing transaction is recommended by the Atkins Directors or becomes effective or becomes or is declared unconditional in all respects; • if the Scheme (or if applicable the Offer), lapses, terminates or is withdrawn in accordance with its terms prior to 31 July 2017 (with the consent of the Panel, if required) (other than (i) where this follows a switch to implement the Acquisition by way of an Offer or (ii) it is otherwise to be followed within 5 business days by an announcement by SNC-Lavalin or SNC- Lavalin Bidco (or a person acting in concert with either of them) under Rule 2.7 of the Code to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Atkins Directors); • if the Effective Date does not occur by or on 31 July 2017; • upon service of written notice by SNC-Lavalin on Atkins or by Atkins on SNC-Lavalin following the occurrence of a break fee trigger event; or • on the Effective Date. The Cooperation Agreement also contains provisions that will apply in respect of directors’ and officers’ insurance, the Atkins Share Plans and certain other employee related arrangements. Joint Defence Agreement SNC-Lavalin and Atkins have entered into the Joint Defence Agreement, the purposes of which is to ensure that the exchange and disclosure of certain materials relating to the parties, taking place only between their respective legal counsel for the purposes of the antitrust work stream, is ring-fenced and preserves the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. The Cooperation Agreement, the Confidentiality Agreement and the Joint Defence Agreement are disclosed in accordance with paragraph 19 below.

  • Collaboration Agreement The Company shall have duly executed and delivered to the Investor the Collaboration Agreement, and there shall have been no termination of the Collaboration Agreement that, as of the Closing, is effective.

  • Project Development a. Collaborate with COUNTY and project clients to identify requirements and develop a project Scope Statement.

  • Initial Development Plan No later than the Effective Date, Tigercat and Merck shall have agreed on the initial Development plan for the Licensed Compounds and Licensed Products in the Field in the Territory, which shall be incorporated as part of this Agreement as Schedule 3.03(a) (as amended in accordance with this Agreement, the “Development Plan”).