Common use of Engineering Support Services Clause in Contracts

Engineering Support Services. During the Transitional Phase, if any, and Initial Manufacturing Phase (but only if at such time the Exclusive License remains exclusive), E-C will provide up to 4000 man-hours of engineering support services in scope mutually agreed by the Parties (“Engineering Support Services”), of which a minimum of 2000 man-hours will be applied to an IMP project. During the Initial Manufacturing Phase, as part of the Engineering Support Services, E-C will provide D-R (i) with all trade secrets, designs, drawings, graphs, reports, analyses, specifications, processes, techniques, formulae, systems, methods, technical data, information, tools, inventions (whether or not patentable or reduced to practice), works of authorship and other similar materials, and other writings embodying the Licensed IP (the foregoing in a documented or electronic form, “Know-How”), and (ii) all other non-documented Know-How, in each case, as is necessary for D-R to exercise the rights granted with respect to the Licensed IP. After the conclusion of the Initial Manufacturing Phase, E-C will, for so long as the Exclusive License remains exclusive, continue providing up to five hundred (500 man-hours of Engineering Support Services in scope mutually agreed by the Parties on an annual basis at no additional cost to D-R, with such obligations pro-rated in the event that the Exclusive License becomes non-exclusive mid-year. Regardless of whether the Exclusive License is in effect, additional Engineering Support Services may be mutually agreed by the Parties at a rate of $150 per man-hour, which will be upwardly adjusted on an annual basis beginning on the first anniversary of the Execution Date at a rate of two percent (2%) per calendar year. Such Engineering Support Services may include engineering and field warranty support for the E-C Products included in each Combined System on the terms stipulated in D-R’s contract with the Customer purchasing the Combined System and in D-R’s corresponding purchase contract with E-C.