Release of Escrow Materials and Technology Transfer Clause Samples

Release of Escrow Materials and Technology Transfer. If this Agreement is terminated by Purchaser in accordance with Sections 6.2(a) or 6.2(d) hereunder, Supplier hereby agrees (i) that, within fifteen (15) days of the termination of this Agreement, (A) the Escrow Materials shall be released into the possession of Purchaser and/or to Third Party manufacturers designated by Purchaser and (B) to the extent such information is not included in the Escrow Materials, to disclose to Purchaser (or to Third Party manufacturers designated by Purchaser) any and all reasonably available know-how necessary or useful in the manufacturing and production of Licensed Adjuvants supplied hereunder, including, without limitation, the preparation, testing and storage of such Licensed Adjuvants and the handling, storage and disposal of any residues or wastes generated thereby and deliver to Purchaser (or to Third Party manufacturers designated by Purchaser) all physical embodiments (including all documents and samples) of such know-how, (ii) immediately upon such termination, Supplier will grant to Purchaser a non-exclusive, perpetual, worldwide license (with the right to grant sublicenses) under the Licensed Technology to make, or have made, Licensed Adjuvants in the Field in the Territory, solely for the purpose of fulfilling Supplier’s responsibilities hereunder and under the LCA, and (iii) to provide Purchaser with technology transfer assistance in order to enable Purchaser to successfully manufacture Licensed Adjuvants necessary for the manufacture of Licensed Products whether Purchaser manufactures at its own facilities or contracts with Third Party manufacturers for the supply of Licensed Adjuvants, including the assistance described in Section 6.3(c)(i) below (clauses (i), (ii) and (iii) of this sentence collectively, a “Technology Transfer”).
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Related to Release of Escrow Materials and Technology Transfer

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Materials/Proprietary Infringement Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

  • Quality Improvement The Parties must develop QI activities specifically for the oversight of the requirements of this MOU, including, without limitation, any applicable performance measures and QI initiatives, including those to prevent duplication of services, as well as reports that track referrals, Member engagement, and service utilization. Such QI activities must include processes to monitor the extent to which Members are able to access mental health services across SMHS and NSMHS, and Covered Service utilization. The Parties must document these QI activities in policies and procedures.

  • Quality of Materials and workmanship The Contractor shall ensure that the Construction, Materials and workmanship are in accordance with the requirements specified in this Agreement, Specifications and Standards and Good Industry Practice.

  • Construction materials (1) The restrictions of section 1605 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act) do not apply to Recovery Act designated country manufactured construction material. The restrictions of the Buy American statute do not apply to designated country unmanufactured construction material. Consistent with U.S. obligations under international agreements, this clause implements--