EXCHANGE OF INFORMATION AND IMPROVEMENTS Clause Samples

The "Exchange of Information and Improvements" clause establishes the parties' obligations to share relevant information and any enhancements or innovations that arise during the course of their collaboration. Typically, this clause requires each party to promptly disclose new developments, technical data, or process improvements to the other, ensuring that both sides benefit from advancements made under the agreement. Its core function is to facilitate open communication and mutual access to progress, thereby preventing misunderstandings and ensuring that both parties can fully leverage any improvements for the success of the project.
EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1 Throughout the term of this Agreement, HHC shall supply DISTRIBUTOR with any relevant Know-how, in addition to that already supplied at the Effective Date hereof, which may be or become available to HHC and which HHC is free to disclose. Notwithstanding the foregoing, nothing in this Agreement shall require HHC to develop additional Know-how or to obtain additional Know-how from third parties. In the event that DISTRIBUTOR should require technical assistance in connection with its initial sale of the Products in the Territory, HHC will use its commercially reasonable efforts to assist DISTRIBUTOR for reasonable periods of time and at times convenient to HHC. 3.2 DISTRIBUTOR shall supply HHC in writing or by any other appropriate support, free of charge, with any and all regulatory and marketing information and with any and all clinical or regulatory data relating to the Products, as soon as they are or become available to DISTRIBUTOR throughout the term of this Agreement. DISTRIBUTOR shall communicate any such information and data exclusively to HHC. HHC shall be free to use such information and data for the purpose of its business and to disclose the same to HHC’s Affiliates, to HHC’s Other Distributors and to ▇▇▇▇▇▇▇▇, which in turn shall be free to use them for the purpose of their business outside the Territory and/or outside the Field in the Territory. 3.3 Subject to the provisions of Article 2.4 hereabove, DISTRIBUTOR shall have the right to be licensed, under the terms and conditions of this Agreement, with any Improvement carried out by or which may be discovered, developed, invented or acquired by HHC, for use in accordance with the terms and conditions of this Agreement. Any Improvement which may be carried out by or which may be discovered, developed, invented or acquired by DISTRIBUTOR, its officers, agents or employees, shall be owned by DISTRIBUTOR and may be used by DISTRIBUTOR, directly and/or through its Sub­Contractors, for the sole purpose of the distribution, promotion, marketing and sale of the Products in the Field in the Territory, in accordance with the terms and conditions of this Agreement. Any such Improvement will be promptly disclosed and is hereby automatically licensed free of charge by DISTRIBUTOR to HHC on an exclusive, irrevocable, perpetual basis (except for DISTRIBUTOR’S activities hereunder) and HHC shall have unrestricted rights to disclose and sublicense the above Improvements to HHC’s Affiliates, to HHC’s Other D...
View SourceView Similar (4)
EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1. Throughout the Term, LICENSOR shall supply LICENSEE, [**], with any material Know-how, in addition to that already supplied at the Effective Date hereof, which may be or become available to LICENSOR and which LICENSOR is free to disclose. 3.2. Throughout the Term, LICENSEE shall supply LICENSOR in writing or by any other appropriate means, [**], with any information and data relating to the Product or the Compound, promptly as they are or become available to LICENSEE or any of its Affiliates or permitted sublicensees. LICENSEE shall communicate any such information and data exclusively to LICENSOR and LICENSEE shall use such information and data only for the purpose of obtaining and maintaining the Registration, where applicable, and the Commercialization of the Product within the Field in the Territory in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, all such information and data are included in the definition of LICENSEE Inventions and licensed to LICENSOR pursuant to Articles 2.2 and 18.6. 3.3. The licenses granted to LICENSEE under Article 2.1 shall include Improvements that are discovered, Developed, invented or acquired by LICENSOR, solely for use in accordance with the terms and conditions of this Agreement. In the event that, at any time throughout the Term, any Improvement becomes available to LICENSOR for the Commercialization of the Product in the Field in the Territory, and which LICENSOR is free to offer for the Territory, the Parties shall formalize a separate addendum for the purpose of memorializing LICENSEE’s rights and obligations with respect to such Improvement. Notwithstanding anything to the contrary in this Article 3.3, LICENSOR does not grant LICENSEE any license or other rights to any of LICENSOR’s proprietary products or active ingredients other than the Compound and the Product (as existing at the Effective Date), including any making, using, selling, offering for sale, or importation thereof. 3.4. Without prejudice to Article 2.2, all Know-how, Patents, Improvements, LICENSOR’s Confidential Information or other information and data disclosed by or on behalf of LICENSOR to LICENSEE hereunder are at all times and shall remain LICENSOR’s sole and exclusive property. 3.5. Up to the Effective Date, LICENSOR has used good faith efforts to provide to LICENSEE all material information and records related to the Compound and/or the Product in the Control of LICENSOR and its Affiliates that h...
View Source

Related to EXCHANGE OF INFORMATION AND IMPROVEMENTS

  • Exchange of Information 1. The competent authorities of the Contracting States shall exchange such information as is foreseeably relevant for carrying out the provisions of this Agreement or to the administration or enforcement of the domestic laws concerning taxes of every kind and description imposed on behalf of the Contracting States, or of their political subdivisions or local authorities, insofar as the taxation thereunder is not contrary to the Agreement. The exchange of information is not restricted by Articles 1 and 2. 2. Any information received under paragraph 1 by a Contracting State shall be treated as secret in the same manner as information obtained under the domestic laws of that State and shall be disclosed only to persons or authorities (including courts and administrative bodies) concerned with the assessment or collection of, the enforcement or prosecution in respect of, the determination of appeals in relation to the taxes referred to in paragraph 1, or the oversight of the above. Such persons or authorities shall use the information only for such purposes. They may disclose the information in public court proceedings or in judicial decisions. 3. In no case shall the provisions of paragraphs 1 and 2 be construed so as to impose on a Contracting State the obligation: (a) to carry out administrative measures at variance with the laws and administrative practice of that or of the other Contracting State; (b) to supply information which is not obtainable under the laws or in the normal course of the administration of that or of the other Contracting State; (c) to supply information which would disclose any trade, business, industrial, commercial or professional secret or trade process, or information the disclosure of which would be contrary to public policy (ordre public). 4. If information is requested by a Contracting State in accordance with this Article, the other Contracting State shall use its information gathering measures to obtain the requested information, even though that other State may not need such information for its own tax purposes. The obligation contained in the preceding sentence is subject to the limitations of paragraph 3 but in no case shall such limitations be construed to permit a Contracting State to decline to supply information solely because it has no domestic interest in such information. 5. In no case shall the provisions of paragraph 3 be construed to permit a Contracting State to decline to supply information solely because the information is held by a bank, other financial institution, nominee or person acting in an agency or a fiduciary capacity or because it relates to ownership interests in a person.

  • Cooperation and Exchange of Information The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

  • Collection and Use of Information In providing financial services to me, I understand you will be collecting and gathering personal, financial and credit information from me (Information) to: (i) to verify and/or authenticate my identity; (ii) better understand my financial situation and my needs and eligibility for products and services and manage my relationship with the Credit Union; (iii) open, maintain and administer my account and provide me with financial services that meet my needs and to conduct research and surveys to assess my satisfaction with the Credit Union, its products and services; (iv) obtain credit reports and evaluate my credit rating and credit worthiness and check references; (v) to administer and manage security and risk in relation to my account and the financial services provided to me; (vi) comply with legal and regulatory requirements; (vii) assist in dispute resolution; (viii) offer and provide me with the other products and services of the Credit Union and of its partners, affiliates and service suppliers. I understand that you require and may use my Social Insurance Number as an aid to identify me with credit bureaus and other financial institutions for credit matching purposes and for income tax reporting purposes on interest bearing or investment accounts. I understand that the provision of my Social Insurance Number for credit matching purposes is optional and not a condition of service. I understand that you need my consent to collect, use and disclose Information gathered about me except when the law allows you to do so without my consent. For that purpose, I authorize, consent to, and accept this as written notice of your obtaining, gathering, copying, scanning, updating, using, disclosing, sharing or exchanging such Information about me at any time for the purposes described including from or with any credit bureau, credit grantor or other entity in connection with my account and any relationships between us or those which you or I wish to establish and including with Credit Union partners, affiliates or service suppliers for the purposes described in (viii) above. You may use this Information for so long as it is needed for the purposes described. I understand that I can ask you to stop using my Information to offer me other products or services at any time. I also understand that I may request that you stop using my Social Insurance Number for credit matching purposes at any time. I understand it is necessary to keep my Information current and I agree to notify you of any changes in my Information. For the purpose of this authorization, your partners, affiliates and service suppliers mean Credit Union partners, affiliates and service suppliers that are engaged in the business of providing services or products to the public in Canada including but not limited to, deposits, financing arrangements, credit, charge and payment card service, trust and custodial services, securities and brokerage services, insurance services, electronic services, information and technology services, education and consulting services. To assist in providing financial services, the Credit Union may use cloud providers or other service providers located outside of Canada. In the event a cloud provider is used or a service provider is located outside of Canada, Information may be processed and stored outside of Canada and foreign governments, courts or law enforcement or regulatory agencies may be able to obtain disclosure of the Information through the laws of Canada and the foreign jurisdiction. If I am a US citizen, or I am a tax resident of the United States or another foreign jurisdiction, I understand the Credit Union may be required to disclose my Information to the Canada Revenue Agency (“CRA”) and CRA may share and exchange my Information with government, tax and other regulatory authorities of the foreign jurisdiction.

  • Release of Information Except as required by law, no public release of any information, or confirmation or denial of same, with respect to this Contract or the subject matter hereof, will be made by SELLER or its subcontractors without the prior written approval of LOCKHEED ▇▇▇▇▇▇. SELLER shall not use "Lockheed ▇▇▇▇▇▇," "Lockheed ▇▇▇▇▇▇ Corporation," or any other trademark or logo owned by LOCKHEED ▇▇▇▇▇▇, in whatever shape or form, without the prior written consent of LOCKHEED ▇▇▇▇▇▇.

  • Exchange of Information Confidentiality Article VII Further Assurances and Additional Covenants; Article VIII Termination; and Article X Miscellaneous, other than Section 10.3