Provision of Technology Clause Samples

Provision of Technology. In connection with the provision of the Services hereunder, during the Term of this Agreement, (a) OUTSOURCER shall use the most current (or within one release of the current) release of its Systems; (b) OUTSOURCER shall provide interfaces from OUTSOURCER Systems to CLIENT's ▇▇ ▇▇▇▇▇▇▇ ERP system and Kofax/ImagenNet imaging system (the "CLIENT's Imaging System") pursuant to the specifications set forth in the Business Requirements Document attached hereto as Exhibit H; (c) OUTSOURCER shall be responsible for all costs associated with maintaining the communication pipeline (including redundancy systems) between the CLIENT Service Location and OUTSOURCER Service Locations; and (d) CLIENT shall obtain the necessary approvals, if any, to enable the OUTSOURCER Systems to interface with CLIENT's ▇▇ ▇▇▇▇▇▇▇ ERP system and the CLIENT's Imaging System.

Provision of Technology. In providing the Services to SCA, IBM shall: (a) maintain a level of technology that allows SCA to take advantage of technological advances in order to remain competitive in the markets which SCA serves; (b) identify to SCA Improved Technology for SCA's evaluation in connection with the Services and provide reasonably sufficient information to enable SCA to conduct such evaluation to the extent such information is generally commercially available; (c) advise SCA on the latest information processing trends and directions; and (d) meet with SCA's Project Executive, at SCA's request, during the Term to inform SCA of, to the extent generally commercially available, any Improved Technology or new information processing technology IBM is developing or information processing trends and directions of which IBM is otherwise aware that could reasonably be expected to have a material positive impact on SCA's business. In the event there is a shift in the technology in SCA's business which affects or might reasonably affect in a material manner the Services provided hereunder, to the extent such shift is not otherwise addressed in this Agreement, the Parties shall negotiate in good faith to address the effect, if any, of such shift on the Services and fees set forth in this Agreement.

Provision of Technology. Promptly after the Effective Date and promptly upon the creation of any Inventions, improvements, enhancements, modifications and/or upgrades to the Technology, Peacs shall provide to Catheter Robotics a tangible copy (including in electronic form) and transfer to Catheter Robotics the Technology (including the Software in object code and source code and all operational, technical and programming notes and instructions for the Software.

Provision of Technology to Faculty 1) WPS shall provide to each faculty member appropriate technology as determined by WPS administration as well as technical support. WPS administration and faculty members will consult throughout the year regarding effective hardware, software, and support strategies. 2) WPS will use best efforts to provide that necessary technology will be set up and tested by technology support staff before September 10 so that the system in each room is in good working order and teachers have time to practice.

Provision of Technology. As part of providing the Services, Service Provider shall (1) periodically identify, evaluate and implement cost reduction, business process improvement and other methodologies (including Service Provider's "best practice" and other proprietary methodologies and tools) and initiatives in order for Prudential to improve customer satisfaction, achieve operational excellence, become more competitive in the markets which Prudential serves and increase the value of the businesses of Prudential and its Affiliates and (2) utilize Service Provider's existing third-party relationships, including Third Party Software and hardware supplier and service provider relationships, to assist Prudential in reducing its overall costs in obtaining information technology products and services.

Provision of Technology. Except as otherwise provided in this Agreement and subject to Section 2.2(b), the Vendor shall (i) support all of the technologies which are identified in Exhibit N and employed by the Judicial Council as of the Effective Date, (ii) be proactive in identifying opportunities to implement Improved Technology that will improve service and support at a reduced cost, (iii) provide the Judicial Council with access to the Improved Technology for the Judicial Branch Group’s evaluation in connection with the Services, meet with the Judicial Council at least quarterly during the Term, or as agreed upon by the Judicial Council and the Vendor, to discuss any information security-related trends and directions of which the Vendor is otherwise aware that could reasonably be expected to have an impact on the Judicial Branch Group’s business or security of the Judicial Council environment and that the Vendor may disclose without violating its non-disclosure obligations owed to a third party or a third party’s proprietary rights, and (iii) jointly with the Judicial Council, identify cost efficient methods to implement those technology changes and proven methodologies selected by the Judicial Council for implementation and, upon the Judicial Council’s prior written approval, implement technology changes and proven methodologies selected by the Judicial Council in accordance with the terms and conditions hereof. As part of the Transition Plan, the Vendor shall, jointly with the Judicial Council, develop the processes and procedures for (i) performing the cost efficiency analysis, and (ii) identifying and valuing the intangible costs and benefits to be used by the Judicial Council and the Vendor in fulfilling its obligations described in Section 2.2(a) above.

Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, LTC or Lanxide shall, make available in the English language and U.S. units of measurement to Licensee at Licensee's request: (i) within two weeks of the Effective Date complete copies of all standard Operating Procedures in use at Lanxide used for the Manufacture of CRA Materials; (ii) prompt training at Lanxide facilities in Newark, Delaware of any engineers provided by Nihon Cement or Celanx KK with respect to CRA Materials; (iii) additional technical support at a cost to Licensee equal to LTC's or Lanxide's fully burdened cost according to Generally Accepted Accounting Principles (GAAP) and on a basis of availability no less favorable to the Licensee than that afforded to any other licensee of the Licensed Technology.

Provision of Technology. In connection with the provision of the Services hereunder: (a) InfoSync shall use the most current (or within one release of the current) release of the Software; (b) InfoSync shall obtain the necessary approvals, in form and substance reasonably acceptable to Client, to (i) allow Client to access all current source code for the program modules and custom code licensed to InfoSync from SolutionWare, Ltd., and (ii) allow Client to access all interfaces from the Software provided by SolutionWare, Ltd. to the Client’s systems. Such approvals will become effective when InfoSync (A) files for bankruptcy, (B) becomes or is declared insolvent, (C) becomes the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, (D) makes an assignment for the benefit of all of its creditors, (E) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations or (F) ceases to do business. The code will be delivered in System i or PC readable magnetic media format and InfoSync will maintain a current copy, updated monthly, of the source code for safekeeping at a bank or depository other than InfoSync’s office or computer facilities.

Provision of Technology. Subject to applicable Government Regulations, including obtaining any necessary licenses prior to disclosure, Commercial JV shall, (i) at Licensee's request, make available to Licensee from time to time on an as-needed basis and free of cost to Licensee, technical support to transfer technical information, formulae, data, analyses, know-how, and information with respect to the Licensed Technology to the extent reasonably necessary for Licensee to use the Licensed Technology for the research and development of Products.