Cells definition
Examples of Cells in a sentence
Notwithstanding the foregoing, QS shall have no obligation to defend or settle any claim for any infringement or other violation of any Intellectual Property Right: (i) relating to the use of Cells other than in the manner intended, (ii) where such claim relates solely to PowerCo Background IP, or (iii) a claim based on Intellectual Property Rights owned by PowerCo or any of its controlled Affiliates.
Accordingly, PowerCo and QS agree to use commercially reasonable efforts to: (a) jointly review PowerCo’s Decarbonization Targets as soon as available, and (b) take all reasonable measures to incorporate the Decarbonization Targets into the plan of record for the Target Design and manufacturing process of the Cells to enable PowerCo to reach its Decarbonization Targets.
QS acknowledges PowerCo is committed to developing and achieving certain carbon dioxide equivalent (CO2e) targets for its Cells (such targets, as may be further developed throughout the Term, the “Decarbonization Targets”).
PowerCo may terminate this Agreement at any time by giving ninety (90) days’ prior written notice to QS following the event of significant delay (such as an SOP delay, delay of customer milestones or missed milestones), or a breach or failure of the technical and commercial viability of the Cells.
Notwithstanding that the License does not include a license to use QS’s Trademarks, the Parties acknowledge and agree that PowerCo and its Affiliates may use QS’s Trademarks, only in accordance with any applicable reasonable trademark use guidelines provided in advance in writing by QS, to refer to the inclusion of QS Technology within any final product (such as Cells or a vehicle).