COAC definition
Examples of COAC in a sentence
COAC shall not have any ownership, license or other interest in any New IP.
Upon execution of an Engagement Letter (or such later time as the Parties may agree in writing), COAC shall staff the Engagement with such Operations Executives as COAC shall deem appropriate to satisfy the mutually agreed upon objectives for the Engagement.
All Service Fees and Expenses shall be paid to COAC in U.S. dollars unless otherwise specified in an Engagement Letter.
COAC agrees and acknowledges that, to the extent allowed under applicable law, all works created hereunder shall be considered to be “works made for hire” as that phrase is defined in the Copyright Act.
COAC hereby waives any Claim it has or may have in the future against the trust or any of the assets from time to time held in such trust account, whether as a result of, or arising out of, any services provided to Client or otherwise and agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust, the trust account or any assets therein for any reason whatsoever.
COAC shall retain full, sole and exclusive ownership of all inventions, works or other materials or ideas that have been or are created, conceived or reduced to practice by COAC prior to, after or independently of the services provided under this Agreement and all Intellectual Property Rights that are embodied therein (collectively, the “Background IP”).
The liability of either Party for actual damages resulting from performance or non-performance under this Agreement or any Engagement Letter, regardless of the form of action, and whether in contract, tort (including, without limitation, negligence), warranty or other legal or equitable grounds, shall be limited in the aggregate to the preceding twelve (12) month’s revenues actually received by COAC under this Agreement.
If the Parties are unable to resolve the issues related to a Billing Disputed Amount in the normal course of business within ten (10) Business Days after delivery to COAC of the Billing Dispute Notice (or such later date as the Parties may agree in writing), each Party shall have the right to initiate the dispute resolution procedures set forth in Article X (Dispute Resolution) below with respect to any Billing Disputed Amounts.
COAC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (BY OPERATION OF LAW OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Notwithstanding Section 5.3 of the Master Agreement, COAC commits to providing the specific individuals listed in Schedule A for the time periods indicated as long as such individuals are employed by or affiliated with COAC.