Common use of Conduct of Negotiations Clause in Contracts

Conduct of Negotiations. 2.1 The parties desire to execute a Final Agreement by March 30, 2000 (the "Target Date"). The Contacts will in good faith talk regularly, schedule negotiations, and coordinate all exchanges of information, including recommendations, drafts, and proposals. A timetable setting forth the preliminary schedule of negotiations is attached as Exhibit A. A reasonable number of employees, agents, and advisers may accompany the Contacts at meetings and negotiations. 2.2 No less than one executive(s) of both parties will meet to review the progress of the negotiations, and to identify and clarify issues. Following each meeting, the parties will decide whether to continue or terminate their negotiations. The meetings may be in person or via telephone and email. These meetings shall be no less than once per week. The parties will negotiate with the goal of including the following items in the Final Agreement: 1. Defining who contributes what, as well as who prepares specifications. 2. Setting forth ownership rights of the parties in past, present and future works. 3. The respective rights of the parties to use any developed works, including the right to license or sublicense others and the right to make derivative works. 4. Who pays for costs and expenses incurred. 5. Structure of transaction fees or royalties. 6. Defining obligations regarding future development, modifications and enhancements.

Conduct of Negotiations. 2.1 The parties desire to execute a Final Agreement by March 30, 2000 (the "Target Date"). The Contacts will in good faith talk regularly, schedule negotiations, and coordinate all exchanges of information, including recommendations, drafts, and proposals. A timetable setting forth the preliminary schedule of negotiations is attached as Exhibit A. A reasonable number of employees, agents, and advisers may accompany the Contacts at meetings and negotiations. 2.2 No less than one executive(s) of both parties will meet to review the progress of the negotiations, and to identify and clarify issues. Following each meeting, the parties will decide whether to continue or terminate their negotiations. The meetings may be in person or via telephone and email. These meetings shall be no less than once per week. The parties will negotiate with the goal of including the following items in the Final Agreement: 1. Defining who contributes what, as well as who prepares specifications. 2. Setting forth ownership rights of the parties in past, present and future works. 3. The respective rights of the parties to use any developed works, including the right to license or sublicense others and the right to make derivative works. . 4. Who pays for costs and expenses incurred. 5. Structure of transaction fees or royalties. 6. Defining obligations regarding future development, modifications and enhancements.