Technical Information and Assistance Sample Clauses

Technical Information and Assistance. Any technical information or assistance provided by Supplier or its agents, or oral statements made by Supplier or its agents, about the Product(s), is given without warranty or specification, and accepted at the Customer’s risk.
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Technical Information and Assistance. 6.1.1 The Licensor shall on the Effective Date and during the Term supply, free of charge, to the Licensee - 6.1.1.1 copies of all such documents containing technical information as may be required or necessary to enable the Licensee to use the Intellectual Property Rights for the development and/or otherwise disposing of the Technology and production, distribution, marketing and or sale of the Subject Isotope in the Territory; and 6.1.1.2 such further information and Know-how relating generally to the materials, methods and processes required by the Licensor for the development of the Technology and production, distribution, marketing and or sale of the Subject Isotope in the Territory.. 6.1.2 The Licensor shall – 6.1.2.1 provide, sufficient adequately skilled technical staff able to provide technical assistance to the Licensee in establishing the plant and production facilities necessary to develop the Technology and produce, distribute, market and sale of the Subject Isotope; 6.1.2.2 advise the Licensee on all matters relating to the purchase of suitable plant, machinery, tools, fixtures and fittings necessary to establish plant and production facilities; 6.1.2.3 advise the Licensee on matters relating to the purchase of suitable sources of raw materials necessary for the use of the Technology; 6.1.2.4 for the Term of this Agreement provide ongoing technical expertise, support, assistance and advice to the Licensee for the purpose of enabling the Licensee to develop the Technology and to produce, distribute, market and sale of the Subject Isotope. The Licensor will, at the reasonable request of the Licensee make available, for such period as the Licensor in its sole reasonable discretion may determine, technical and other staff for the purposes of fulfilling the Licensor’s obligations in terms hereof; 6.1.2.5 provide the Licensee with such assistance as the Licensee may reasonably require, at no charge to the Licesee, to obtain any regulatory approvals as may be required for the Licensee to use the Technology and to produce, distribute, market and sell the Subject Isotope. 6.1.3 It is expressly recorded that the Licensor shall not be responsible or liable for consequential damages or loss of profit which might arise out of the use by the Licensee of any technical information or advice furnished to the Licensee hereunder, unless Licensee can prove on a balance of probabilities that the technical information or advice was wrong or misleading, and that an ...
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Technical Information and Assistance. 2.01 MEMC shall furnish to PHC sufficient Technical Information to enable PHC to design, construct and operate in Korea a facility capable of producing Silicon Wafers at a capability agreed upon by the parties, initially with a production capacity of approximately 60 million SIE of Silicon Wafers per year (hereinafter referred to as the "Initial Facility"). The process capability of the Initial Facility shall be from crystal growing to polishing for 150mm and 200mm diameter wafers for use in advanced semiconductor processes. The Technical Information shall also include, when required, information necessary to expand the Initial Facility to include production of advanced wafers such as epitaxial wafers. Technical Information to be provided by MEMC to PHC pursuant to this Agreement shall contain the latest technical developments commercially in use by MEMC at the time of providing such Technical Information. 2.02 - The Technical Information conveyed pursuant to this ARTICLE II shall be such that the Initial Facility, if designed, constructed and operated in accordance with good engineering practice and in accordance with information and instructions furnished by MEMC, shall be capable of producing Silicon Wafers with the same product quality and specifications and the same general efficiency as is realized in the manufacture of corresponding types of Silicon Wafers in MEMC's Plants on the Effective Date of this Agreement, but making due allowances for the different sizes of the manufacturing facilities to be constructed by PHC and for different local labor and manufacturing conditions including the type and quality of raw materials used, and provided the design and installation of the Initial Facility have been approved by MEMC and provided further that the Initial Facility is operated in accordance with MEMC's operating instructions. 2.03 - As soon as possible and in no event later than six (6) months following the Effective Date of this Agreement, MEMC shall make available to PHC in O'Fallon, Missouri, the services of one or more technical representatives familiar with all phases of manufacture of Silicon Wafers and who, at PHC's request, will review with English-speaking representatives of PHC, the Korean manufacturing conditions, the availability of raw materials, and proposed manufacturing methods to be used in Korea for the purpose of establishing the general design basis of the Initial Facility. Following such consultation, the processing methods to b...
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Technical Information and Assistance. NRCS agrees to provide technical information and assistance to MDAH staff in erosion control, soil interpretation and other areas of NRCS expertise for the study and/or preservation of cultural resources as time and staff resources permit.
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Technical Information and Assistance. 2.1 In consideration of the JVC's performance of its obligations under this Agreement, MEMC shall provide technical assistance, consultation, advice, and the like to the JVC to enable the JVC to design, construct, and operate a plant in Malaysia with an initial nominal production capacity of approximately 100 MSIE of polished Wafers per year utilizing the MEMC Technical Information provided hereunder, subject to allowance for local labor and manufacturing conditions, including available raw materials. The JVC Plant shall initially include process capabilities for 200mm wafers from crystal growing through polishing. 2.2 The technical assistance referenced in Article 2.1 shall include the delivery to the JVC of a technical design package written in English in terms of standard engineering practices and shall include 1 (One) reproducible set of full-size engineering drawings. All drawings, data sheets, specifications, etc. provided in the Technical Design Package shall be in units of the International System of Units and applicable United States standards and codes such as ASME, TEMA, ANSI, and NEC. Any transformation to standards and codes of Malaysia shall be the responsibility of the JVC which shall prepare or cause to be prepared, all the detailed design and construction drawings and specifications for the JVC Plant based on the Technical Design Package provided by MEMC. 2.3 The JVC acknowledges that so as to enable MEMC to prepare the Technical Design Package, it was necessary for MEMC to obtain (and incur costs in relation thereto) the information specific to the site of the JVC Plant and on local legal requirements set forth in "Annexure A" all of which costs shall be reimbursed by the JVC to MEMC upon the JVC's receipt of MEMC's invoice therefor. 2.4 MEMC shall arrange for the technical training until the Date of First Commercial Production of certain technical personnel of the JVC in one or several of MEMC's Plants. All training will be in English. The time and duration of such training and the number of the JVC's personnel to be trained shall be arranged by mutual consent of the PARTIES and the JVC will pay all salaries, benefits, travelling, living, visa, and other expenses of its own personnel incurred during the training pursuant to this Article 2.4. 2.5 Following the Date of First Commercial Production and for so long as MEMC holds a direct and/or indirect interest in [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] or more...
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Technical Information and Assistance. 4.1 ISI shall from time to time, upon the request of Atlus, furnish to Atlus information and specifications as to formulas, design, engineering, manufacturing, marketing and other operations, processes, or experience incidental to the development, use or exploitation of the Intellectual Property licensed herein as it relates to the field of use for Atlus' developed or acquired products. Such information shall be that in current use by ISI and shall include any software, drawings, design sheets, bills of material, photographs, photostats, Know-How or other information, including designs and specifications relating to manufacturing equipment, tools and fixtures, for such development, use and exploitation of the Intellectual Property. 4.2 ISI shall, at reasonable times during business hours, receive persons designated by Atlus at its facilities in the United States for the purpose of educating and training such persons with respect to the Intellectual Property. 4.3 All services of ISI's personnel to Atlus, including services related to the transfer of information, contacts, pursuant to Sections 4.1 and 4.2 above, shall be scheduled so as not unreasonably to interfere with the normal course of ISI's business.
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Technical Information and Assistance 
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Related to Technical Information and Assistance

  • Information and Assistance 15.1.1 Subject to any obligation in respect of confidentiality, the DPA 2018 and Confidential Information, the Parties will use all reasonable endeavours to provide and share information and data reasonably required by the other: (a) to enable it to perform its obligations under this Agreement; and/or (b) (in the case of the Provider) which is reasonably necessary to enable the Department to perform its statutory obligations and other functions insofar as such provision forms part of the Services. 15.1.2 Neither Party will hinder, delay or prevent the other Party in the performance of the other Party's obligations under this Agreement.

  • Cooperation and Assistance (a) You agree to provide access at no cost or expense to Us.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company. (b) Confidential Information includes any written or unwritten information which relates to and/or is used by the Company or its subsidiaries, affiliates or divisions, including, without limitation (i) the names, addresses, buying habits and other special information regarding past, present and potential customers, employees and suppliers of the Company, (ii) customer and supplier contracts and transactions or price lists of the Company and suppliers, (iii) methods of distribution, (iv) all agreements, files, books, logs, charts, records, studies, reports, processes, schedules and statistical information, (v) data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, (vi) supplier information, tax records, personnel histories and records, sales information, and property information, (vii) information regarding the present or future phases of business, (viii) ideas, inventions, trademarks, business information, know-how, processes, techniques, improvements, designs, redesigns, creations, discoveries, trade secrets, and developments, (ix) all computer software licensed or developed by the Company or its subsidiaries, affiliates or divisions, computer programs, computer-based and web-based training programs, and systems, and (x) finances and financial information, but Confidential Information will not include information of the Company or its subsidiaries, affiliates or divisions that (1) became or becomes a matter of public knowledge through sources independent of the Executive, (2) has been or is disclosed by the Company or its subsidiaries, affiliates or divisions without restriction on its use, or (3) has been or is required or specifically permitted to be disclosed by law or governmental order or regulation. The Executive also agrees that, if there is any reasonable doubt whether an item is public knowledge, to not regard the item as public knowledge until and unless the Company’s Chief Executive Officer confirms to the Executive that the information is public knowledge. (c) The provisions of this Section 5 shall not preclude the Executive from disclosing such information to the Executive's professional tax advisor or legal counsel solely to the extent necessary to the rendering of their professional services to the Executive if such individuals agree to keep such information confidential. (d) The Executive agrees that upon leaving the Company’s employ the Executive will remain reasonably available to answer questions from Company officers regarding the Executive’s former duties and responsibilities and the knowledge the Executive obtained in connection therewith. (e) The Executive agrees that upon leaving the Company's employ the Executive will not communicate with, or give statements to, any member of the media (including print, television, or radio media) relating to any matter (including pending or threatening lawsuits or administrative investigations) about which the Executive has knowledge or information (other than knowledge or information that is not Confidential Information) as a result of employment with the Company. The Executive further agrees to notify the Chief Executive Officer or his or her designee immediately after being contacted by any member of the media with respect to any matter affected by this section. (f) The Executive agrees that all information, inventions, and discoveries, whether or not patented or patentable, made or conceived by the Executive, either alone or with others, at any time while employed by the Company, which arises out of such employment or is pertinent to any field of business or research in which, during such employment, the Company, its subsidiaries, affiliates or divisions is engaged or (if such is known to or ascertainable by the Executive) is considering engaging (“Intellectual Property”) shall (i) be and remain the sole property of the Company and the Executive shall not seek a patent with respect to such Intellectual Property without the prior consent of an authorized representative of the Company and (ii) be disclosed promptly to an authorized representative of the Company along with all information the Executive possesses with regard to possible applications and uses. Further, at the request of the Company, and without expense or additional compensation to the Executive, the Executive agrees to execute such documents and perform such other acts as the Company deems necessary to obtain patents on such Intellectual Property in a jurisdiction or jurisdictions designated by the Company, and to assign to the Company or its designee such Intellectual Property and all patent applications and patents relating thereto. (g) The Executive and the Company agree that the Executive intends all original works of authorship within the purview of the copyright laws of the United States authored or created by the Executive in the course of the Executive’s employment with the Company will be works for hire within the meaning of such copyright law. (h) Upon termination of the Executive’s employment, or at any time upon request of the Company, the Executive will return to the Company all Confidential Information and Intellectual Property, in any form, including but not limited to letters, memoranda, reports, notes, notebooks, books of account, drawings, prints, specifications, formulae, data printouts, microfilms, magnetic tapes, disks, recordings, documents, and all copies thereof.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.