Common use of PROJECT COMMITTEES Clause in Contracts

PROJECT COMMITTEES. (a) Each Project shall be governed by a committee (each a "Project Committee") consisting of two managers, one designated by Corning and one designated by Electrosource. The initial Project Committee members shall be defined in the respective Project Annex. Each member of such Project Committee shall serve at the pleasure of the party which designated that Project Committee member and in the event of a vacancy, a replacement shall be named prior to the next scheduled Project Committee meeting by the party entitled to fill said position. (b) The functions, authority and tasks of each such Project Committee shall be: to provide overall technical, commercial and financial guidance and control over the respective Project; to designate a Project Leader (as defined in Section 3); to initiate, approve (or disapprove) of significant changes to the schedule of performance; to review, amend, disapprove or approve any significant changes proposed by the Project Leader which relate to tasks or activities assigned or being performed under the Project; to review and audit whether Project milestones and schedules are being met by each party as agreed; to redirect resources where required in order to meet Project milestones and schedules; to analyze how and to what extent technology can be implemented and utilized in products; to ensure that tests are conducted to use and test such products prior to the end of respective Project Period; and to decide whether any patent application(s) (domestic or foreign) should be filed on any invention(s) created during the course of a Project, the subject matter and jurisdiction of any patent such applications, and whether any such patent applications shall be filed, prosecuted and paid for jointly or by an individual party. (c) Each Project Committee shall meet as often as necessary to ensure the successful oversight and completion of the Project, but in any case not less frequently that quarterly during the term of the respective Project Period. Such meetings shall be at mutually agreed upon times and at equally convenient locations. The host party shall bear the expenses of providing the meeting facilities, but each party shall bear all other cost related to its attendance. (d) Except as otherwise agreed herein, all decisions of a Project Committee shall be by unanimous vote.

PROJECT COMMITTEES. (a) Each Project shall be governed by a ------------------ committee (each a "Project Committee") consisting of two managers, one designated by Corning and one designated by ElectrosourceAstroPower. The initial Project Committee members shall be defined in the respective Project Annex. Each member of such Project Committee shall serve at the pleasure of the party which designated that Project Committee member and in the event of a vacancy, a replacement shall be named prior to the next scheduled Project Committee meeting by the party entitled to fill said position. (b) The functions, authority and tasks of each such Project Committee shall be: to provide overall technical, commercial and financial guidance and control over the respective Project; to designate a Project Leader (as defined in Section 3); to initiate, approve (or disapprove) of significant changes to the schedule of performance; to review, amend, disapprove or approve any significant changes proposed by the Project Leader which relate to tasks or activities assigned or being performed under the Project; to review and audit whether Project milestones and schedules are being met by each party as agreed; to redirect resources where required in order to meet Project milestones and schedules; to analyze how and to what extent technology can be implemented and utilized in products; to ensure that tests are conducted to use and test such products prior to the end of respective Project Period; and to decide whether any patent application(s) (domestic or foreign) should be filed on any invention(s) created during the course of a Project, the subject matter and jurisdiction of any patent such applications, and whether any such patent applications shall be filed, prosecuted and paid for jointly or by an individual party. (c) Each Project Committee shall meet as often as necessary to ensure the successful oversight and completion of the Project, but in any case not less frequently that than quarterly during the term of the respective Project Period. Such meetings shall be at mutually agreed upon times and at equally convenient locations. The host party shall bear the expenses of providing the meeting facilities, but each party shall bear all other cost related to its attendance. (d) Except as otherwise agreed herein, all decisions of a Project Committee shall be by unanimous vote.