Common use of Basis of Negotiations Clause in Contracts

Basis of Negotiations. 2.1 The Parties agree that the Agreement to effectuate the Business Relationship will incorporate specific terms and conditions, as negotiated by the Parties, which shall include, but not be limited to a mutually agreeable position on the following issues: 2.1.1 The renewal of the distribution rights granted to Sumitomo for the sales and marketing of the Products to the Customers; and 2.1.2 The potential initiation and structure of a joint venture between the Parties; and 2.1.3 The structure and/or mechanism(s) and magnitude of investment by Sumitomo in the joint venture and/or Quantum; and 2.1.4 For Sumitomo to continue to act on behalf of Quantum and liaise directly with any applicable Japanese governmental certification and/or regulatory compliance agencies, relative to the use of the Products; and 2.1.5 The appropriate cost-share arrangement for any third-party validation testing of the Products, when required; and 2.1.6 Any other terms or conditions which either Party deems relevant to the establishment of the Business Relationship. 2.2 Each Party shall bear its own costs and expenses relating to any negotiations, discussions and activities conducted under this Memorandum, unless otherwise agreed in writing. 2.3 The Parties will discuss and determine the terms and conditions of the Agreement in the course of negotiations and discussions thereof.