IDENTIFICATION AND AGREEMENT TO ENHANCEMENTS Clause Samples

IDENTIFICATION AND AGREEMENT TO ENHANCEMENTS. (a) Licensee agrees to engage SCS to provide, and SCS agrees to provide to Licensee, the Services and Deliverables set forth in one or more Enhancement Development Schedules which are mutually agreed upon by SCS and Licensee as set forth in this Section 2. This Agreement sets forth the general terms and conditions applicable to each Enhancement Development Schedule, each of which shall be in writing, and shall be effective only when signed by both parties. References to this Agreement shall include any Enhancement Development Schedules in effect from time to time. (b) Proposed Enhancements to the Base Software will be identified either by Licensee, or jointly by SCS and Licensee. SCS may in its sole discretion, determine whether or not it desires to develop the proposed Enhancement. Upon the identification of any proposed Enhancement for which SCS elects to pursue development, SCS shall evaluate the proposed Enhancement and shall determine whether or not the proposed Enhancement would be appropriate to be included in the Base Software as a Joint Enhancement for the benefit of the other customers of SCS, or if the proposed Enhancement would be of sole benefit to Licensee as a Licensee Enhancement. SCS shall promptly notify Licensee of its determinations. In the event SCS determines that the proposed Enhancement should be included as a Joint Enhancement to the Base Software, such determination shall be included in a mutually agreeable Enhancement Development Schedule. For each proposed Joint Enhancement, SCS shall negotiate a joint cost sharing arrangement with Licensee for the development of the proposed Joint Enhancement, as more specifically provided in Section 4.2 below. In the event the proposed Enhancement will not be included within the Base Software, the proposed Enhancement shall be deemed a Licensee Enhancement, and Licensee shall be responsible for the entire cost of the development of the proposed Enhancement as provided in Section 4.3 below. (c) In the event SCS determines not to proceed with the development of the proposed Enhancement, either or both parties shall be free to independently pursue the development of the Enhancement, and at their sole cost and expense; provided, however, that if SCS determines to independently pursue the development of any proposed Enhancement within two (2) years following the notification by SCS to Coram not to jointly develop the proposed Enhancement, SCS shall give Licensee written notice of its intention to p...
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Related to IDENTIFICATION AND AGREEMENT TO ENHANCEMENTS

  • Preservation of Information; Communications to Noteholders (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of the Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

  • Preservation of Information; Communications to Certificateholders (a) The Certificate Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders received in its capacity as the Certificate Registrar and provide a copy thereof to the Owner Trustee and Certificate Paying Agent; provided, however, that so long as the Certificate Paying Agent is the Certificate Registrar, no list separate from the Certificate Register shall be required to be provided to the Certificate Paying Agent. (b) The Certificateholders may communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates. Upon receipt by the Certificate Registrar of any written request by three or more Certificateholders or by one or more Certificateholders holding in the aggregate more than 25% of the Percentage Interests to receive a copy of the most current list of Certificateholders together with a copy of the communication that the applicant proposes to send, the Certificate Registrar shall, at the expense of the Issuer, distribute such list to the requesting Certificateholders; provided, that the Certificate Registrar may elect not to afford the requesting Certificateholders access to the list of Certificateholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting Certificateholders, to all Certificateholders. (c) The Certificate Registrar shall promptly give notice to each Certificateholder of any change in the Indenture Trustee’s website pursuant to which the statement pursuant to Section 4.6 of the Sale and Servicing Agreement is made available of which it has been provided notice pursuant to Section 4.6 of the Sale and Servicing Agreement.

  • Identification and Disclosure of Privacy and Security Offices Business Associate and Subcontractors shall provide, within ten (10) days of the execution of this agreement, written notice to the Covered Entity’s contract/grant manager the names and contact information of both the HIPAA Privacy Officer and HIPAA Security Officer. This information must be updated any time either of these contacts changes.

  • Preservation of Information; Communications to Holders The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

  • Certification Regarding Entire TIPS Agreement Vendor agrees that, if awarded, Vendor's final TIPS Contract will consist of the provisions set forth in the finalized TIPS Vendor Agreement, Vendor's responses to these attribute questions, and: