Tools Maintenance Clause Samples

Tools Maintenance. As long as the Tools are used in the manufacturing of the Agilent Products, Flextronics will maintain the Tools in good working condition. In the event that Flextronics considers it necessary to renew the Tools for manufacturing the Agilent Products, or to add alterations to the existing Tools to meet Agilent's Requirements or requests, Flextronics will notify Agilent for approval prior to the actual implementation. Agilent will not withhold the approval unreasonably. The costs required for such renewals or alterations will be borne by Agilent. Agilent will own all rights in any modifications or improvements to the Tools and Flextronics agrees to assign over such rights to Agilent. Upon request of Agilent Flextronics will transfer title of tools and if required arrange delivery to location specified by Agilent.

Tools Maintenance. GE Aerospace reserves the right to modify, temporarily or permanently, the Engineering Tools Services (or parts thereof) provided such modification does not materially diminish the functionality of the Engineering Tools Services as of the Signing Date. (i) Help Desk Support. GE Aerospace shall provide help-desk support at levels consistent with the levels of service GE Aerospace provides to ADGTJV immediately prior to the Signing Date. Such support shall be limited to “break-fix” and is generally limited to working hours (8-5, EST) consistent with support provided to GE Aerospace’s internal customers. (ii) Tools Sustainment and Natural Extensions. (A) GE Aerospace shall continue to develop and augment the Engineering Licensed Tools consistent with GE Aerospace’s own internal needs and functionality and in line with current anticipated usage. As used herein, “Natural Extensions” shall refer to such developments and augmentations but shall not include substantial improvements to any Engineering Licensed Tool that materially change the functionality thereof or require substantial changes in the compatibility thereof.