ILAV definition
Examples of ILAV in a sentence
FPI will provide to BAE for use under this agreement the TDP and Confidential Information for the ILAV Vehicle and FPI shall cooperate and assist BAE in making such additions or revisions to the TDP and Confidential Information as necessary to ensure the ILAV conforms to all performance and contractual requirements of the ILAV Contract, provided however that FPI shall at all times retain the exclusive legal right, title and interest in and to the TDP and the Confidential Information.
This License Agreement shall be effective as from the date of signing by both parties (and provided that the Subcontract has been signed by both parties) and shall remain in effect until the earliest of (i) completion of all the work under the ILAV Contract (contract W56HZV-06-D-VB01) (ii) termination of this agreement by FPI in the event of default by BAE as provided hereunder, or (iii) termination of the Subcontract for convenience.
BAE agrees to indemnify FPI and its officers, directors, employees, representatives, assigns, successors and affiliates (each an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all, claims, damages, liabilities and related costs and expenses to third parties asserting or alleging personal injury arising from the operation or use of the ILAV Vehicles licensed hereunder, including reasonable attorneys’ fees, incurred by or asserted against any Indemnitee.
BAE (and its subcontractors, vendors and suppliers) shall not export, disclose, furnish or otherwise provide any technical information or services relating to the ILAV to any foreign person or entity, whether within the U.S. or abroad, without obtaining in advance FPI’s prior approval and (if required) appropriate U.S. Government export authorization.
BAE shall provide to FPI no later than the 5th business day following the end of each calendar month a report setting out the number of ILAV Vehicles manufactured during the preceding month and the number of ILAV Vehicles accepted during the preceding month, including their hull numbers or other identifying ▇▇▇▇ and a calculation of the amount of the License Agreement Fees payable in respect of such deliveries.
BAE will maintain accurate records of all ILAV Vehicle production and deliveries with respect to which License Agreement Fees are payable under this section, and will make such record available to FPI for examination and copying, on reasonable notice, during normal business hours.
IN NO EVENT WILL FPI BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE IP, TDP AND/OR THE CONFIDENTIAL INFORMATION, OR ARISING OUT OF THE PRODUCTION OF THE ILAV VEHICLES, EVEN IF BAE HAS ADVISED FPI OF THE POSSIBILITY OF SUCH DAMAGES.
This License Agreement is intended to enable BAE to perform the work required under the ILAV Contract and is executed in conjunction with and as a condition precedent to the Subcontract.
The License Agreement Fee and any Additional License Fee shall be payable in respect of all ILAV Vehicles delivered by BAE under the ILAV Contract whether or not the Subcontract is in effect.
The grant of the Production License Agreement by FPI shall in no event be construed as a grant of any other right, title or interest in and to the ILAV Vehicle, the IP, TDP or the Confidential Information, and BAE shall not use any IP, TDP or Confidential Information for any purpose other than as provided herein.