Common use of Project Submission; Conduct of a Project; Terms of IPAs Clause in Contracts

Project Submission; Conduct of a Project; Terms of IPAs. The participation of each Party in a particular Project will be contingent upon a number of factors including the Client’s approval and the Party’s ability to meet the technical and commercialization requirements for the Project. In the event that the Joint Steering Committee selects a potential Project to be undertaken by the Parties under this Agreement and the applicable contingencies are satisfied, the Parties will negotiate in good faith the terms of an IPA for the particular Project, and enter into an IPA if the Parties are able to reach agreement on such terms. Attached as Exhibit A hereto is a non-binding outline of certain potential terms and considerations contemplated by the Parties as of the Effective Date, which is intended to facilitate the negotiation of each IPA. The Parties hereby acknowledge that, notwithstanding any anticipated or possible IPA terms set forth in Exhibit A, each Project and each IPA may have a diverse set of terms and conditions, and the Parties agree to negotiate such terms in good faith and on a case-by­ case basis. The terms agreed upon by the Parties in each IPA will control and govern with respect to the Project covered by such IPA in the event any different or conflicting terms are contained within this Agreement. For clarity, the execution of this Agreement alone will not obligate either Party to enter into any IPA and nothing herein will obligate either Party to perform any Services hereunder except as set forth in a duly executed IPA.