Technical Center Clause Samples

Technical Center. (a) Party B shall assist the Company in establishing a Technical Center to promote the Company’s development of technical capabilities in product design, development, testing and manufacturing, and to support the needs of the Company with the technology and capabilities set forth in the Technology License and Technical Assistance Agreement attached hereto as Appendix C. (b) Party B agrees that the Company shall have the right to die Party B’s bookshelf designs and technical information, and shall assist the Company in linking with Party B’s core technology centers world-wide. (c) Party B agrees to contract with the Company to perform CAD design and layout work for U.S. and/or European seat engineering programs. Such contract engineering work would be sufficient workload for at least twenty (20) staff and be a self-supporting business for the Technical Center.

Technical Center. The Aviation Security Research & Development Division has been examining the potential of several technologies and is particularly interested in further development of the X-ray measurement and analysis techniques currently under development by Rapiscan. The Rapiscan technology is unique and proprietary in its particular scanning approach as well as in its image processing ability to sort out the signatures of numerous objects within a typical piece of luggage and then to identify to an operator whether a particular object constitutes a threat (explosive). The technology has been developed to the point where it is approaching the capability to meet the detection and throughput requirements for enhanced automated inspection of luggage at an airport. OBJECTIVE AND PLAN The intent of this CRDA is to assist Rapiscan to optimize its prototype enhanced automated X-ray baggage screening system for use at airports. EXPECTED RESULTS As a result of this agreement, we anticipate that there will be progress toward developing enhanced automated baggage screening systems that can more effectively screen carry-on and checked passenger luggage at airports.

Technical Center. (a) Following the Closing, Purchaser agrees to cause the Surviving Entity to plan and construct a stand-alone technical research and development center (the “Technical Center”) as soon as reasonably practicable at the Surviving Entity’s facility located in Mineral Wells, Texas. No later than two years following the Closing, Purchaser will enter into binding construction contracts with one or more general contractors for the construction of the Technical Center. The aggregate out-of-pocket costs of Purchaser and its Subsidiaries for the design and construction of the Technical Center shall be at least $2,500,000. Purchaser shall consult with the Shareholder Representative regarding the scope, detailed plans, design and construction of the Technical Center. (b) In the event of any material breach of Section 5.12(a) by Purchaser, all mineral rights associated with the entire parcel of land currently owned by the Company at 1▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Avenue, Mineral Wells, Texas 76068 (the “Mineral W▇▇▇▇ Premises”) will automatically be assigned and transferred to the Shareholders by Purchaser and the Surviving Entity (the “Mineral Rights Assignment”), free and clear of any Encumbrances. Purchaser and the Surviving Entity will execute and deliver to the Shareholders all assignments, documents and other instruments necessary or desirable to evidence the Mineral Rights Assignment. The Mineral Rights Assignment is intended to constitute liquidated damages payable in lieu of any other damages to which the Shareholders may otherwise be entitled to with respect to a breach of Section 5.12(a) by Purchaser and represents the Shareholders’ sole and exclusive remedy in respect thereof. In the event the Mineral Rights Assignment occurs pursuant to the terms set forth hereof, the Shareholders shall not exercise such mineral rights in any manner that materially interferes with the business or operations of the Purchaser or the Surviving Entity at such location. From the Closing Date through the date that Purchaser fully complies with the provisions set forth in Section 5.12(a), Purchaser and the Surviving Entity agree not to exploit any of the mineral rights associated with the Mineral W▇▇▇▇ Premises or in any manner sell, transfer, assign or Encumber such mineral rights.

Technical Center. The Aviation Security Research & Development Division has been examining the potential of several technologies and is particularly interested in further development of the X-ray measurement and analysis techniques currently under development by Rapiscan. The Rapiscan technology is unique and proprietary in its particular scanning approach as well as in its image processing ability to sort out the signatures of numerous objects within a typical piece of luggage and then to identify to an operator whether a particular object constitutes a threat (explosive). The technology has been developed to the point where it is approaching the capability to meet the detection and throughput requirements for enhanced automated inspection of luggage at an airport.