Provision of Technology. The provision of Nasdaq Technology among the Parties will be governed by the terms and conditions of the Technology Transition Agreement among the Parties, a copy of which is attached hereto as Exhibit D.
Provision of Technology. In connection with the provision of the Services hereunder, during the Term:
Provision of Technology. Promptly after the Effective Date and promptly upon the creation of any Inventions, improvements, enhancements, modifications and/or upgrades to the Technology, Peacs shall provide to Catheter Robotics a tangible copy (including in electronic form) and transfer to Catheter Robotics the Technology (including the Software in object code and source code and all operational, technical and programming notes and instructions for the Software.
Provision of Technology. Except as expressly provided herein, this Agreement shall not be construed to transfer, grant or promise either ownership or any licensing rights to any Party or to any Party’s Affiliates, of any other Party’s Intellectual Property in its possession prior to the date of this Agreement together with any and all Intellectual Property developed by that party outside of the work done under this Agreement (“Background Intellectual Property”). Each Party grants to the other Parties and their respective Affiliates a worldwide, non-exclusive, nontransferable, non sublicensable, royalty-free right to use the Background Intellectual Property contributed by that Party solely for purposes of performance of Alliance Activities.
Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, LTC or Lanxide shall, in the English language and U.S. units of measurement to Licensee at Licensee's request, make available to Licensee from time-to-time on an as-needed basis and free of cost to Licensee, up to a maximum of 200 hours of technical support to transfer technical information, formulae, data, analyses, know-how, and information with respect to the Licensed Technology to the extent reasonably necessary for the Licensee to use the Licensed Technology for the purposes set out in this Agreement. Additional technical support shall be made available by LTC or Lanxide to Licensee at a cost to Licensee equal to LTC's or Lanxide's fully burdened cost according to Generally Accepted Accounting Principles (GAAP) and on a basis of availability no less favorable to the Licensee than that afforded to any other licensee of the Licensed Technology.
Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, Lanxide K.K. shall, (i) at Licensee's request, make available to Licensee from time to time on an as-needed basis and free of cost to Licensee, up to a maximum of 200 hours per year of technical support to transfer technical information, formulae, data, analyses, know-how, and information with respect to the Licensed Technology to the extent reasonably necessary for Licensee to use the Licensed Technology for manufacture from Raw Materials of Products to be sold by Licensee, and (ii) upon reasonable request by Licensee, act as a consultant to Licensee in order to supply the Consulting Services. The actual costs and expenses incurred by Lanxide K.K. in connection with such Consulting Services shall be borne by Licensee. Such costs and expenses shall be reasonable and mutually agreed upon by Lanxide K.K.
Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, Commercial JV shall, (i) at Licensee's request, make available to Licensee from time to time on an as-needed basis and free of cost to Licensee, technical support to transfer technical information, formulae, data, analyses, know-how, and information with respect to the Licensed Technology to the extent reasonably necessary for Licensee to use the Licensed Technology for the research and development of Products.
Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, LTC or Lanxide shall, make available in the English language and U.S. units of measurement to Licensee at Licensee's request: (i) within two weeks of the Effective Date complete copies of all standard Operating Procedures in use at Lanxide used for the Manufacture of CRA Materials; (ii) prompt training at Lanxide facilities in Newark, Delaware of any engineers provided by Nihon Cement or Celanx KK with respect to CRA Materials; (iii) additional technical support at a cost to Licensee equal to LTC's or Lanxide's fully burdened cost according to Generally Accepted Accounting Principles (GAAP) and on a basis of availability no less favorable to the Licensee than that afforded to any other licensee of the Licensed Technology.
Provision of Technology. In providing the Services to SCA, IBM shall: (a) maintain a level of technology that allows SCA to take advantage of technological advances in order to remain competitive in the markets which SCA serves; (b) identify to SCA Improved Technology for SCA's evaluation in connection with the Services and provide reasonably sufficient information to enable SCA to conduct such evaluation to the extent such information is generally commercially available; (c) advise SCA on the latest information processing trends and directions; and (d) meet with SCA's Project Executive, at SCA's request, during the Term to inform SCA of, to the extent generally commercially available, any Improved Technology or new information processing technology IBM is developing or information processing trends and directions of which IBM is otherwise aware that could reasonably be expected to have a material positive impact on SCA's business. In the event there is a shift in the technology in SCA's business which affects or might reasonably affect in a material manner the Services provided hereunder, to the extent such shift is not otherwise addressed in this Agreement, the Parties shall negotiate in good faith to address the effect, if any, of such shift on the Services and fees set forth in this Agreement.
Provision of Technology. As part of providing the Services, Service Provider shall (1) periodically identify, evaluate and implement cost reduction, business process improvement and other methodologies (including Service Provider's "best practice" and other proprietary methodologies and tools) and initiatives in order for Prudential to improve customer satisfaction, achieve operational excellence, become more competitive in the markets which Prudential serves and increase the value of the businesses of Prudential and its Affiliates and (2) utilize Service Provider's existing third-party relationships, including Third Party Software and hardware supplier and service provider relationships, to assist Prudential in reducing its overall costs in obtaining information technology products and services.
