Technology Matters Clause Samples

The "Technology Matters" clause defines how technology-related issues, such as ownership, use, and protection of intellectual property, are handled within the agreement. Typically, this clause outlines which party retains rights to any technology, software, or inventions developed or used during the course of the contract, and may address confidentiality, licensing, or restrictions on use. Its core function is to prevent disputes over technology assets by clearly allocating rights and responsibilities, ensuring both parties understand their obligations and entitlements regarding technological resources.
Technology Matters. (a) The Parties intend to rationalize the broadcast operations costs of Innova and the Latin American Platforms, and create the most efficient operation to reduce cost, while maintaining the quality and level of service required by those DTH Businesses. To do so, the Parties will evaluate how best to consolidate the existing facilities in ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. News and DIRECTV will use commercially reasonable efforts to consolidate the existing broadcast operations facilities into the Miami Lakes facility, and close the Long Beach facility, which is intended to occur by March 30, 2006. In addition, the Parties intend to explore the feasibility of transferring more activity to less expensive in-region locations. (b) All platforms will share proportionately in the benefits of shared-cost reductions. The principle of charging platforms costs plus five percent will be preserved, and as savings in shared costs are achieved, the savings will be passed along to the platforms. In any event, during the term of its existing agreement with DTH Techco, Innova will not be charged any more than it is today, for the same set of agreed services. If Innova requires additional services in the interim period, the Parties will negotiate in good faith to provide those services at a reasonable cost. In addition, Innova will not be charged for any costs associated with the Long Beach facility, unless otherwise agreed. Notwithstanding anything to the contrary in this Agreement, the DTH Techco Partnership Agreement or the Innova/Techco Services Agreement, any excess costs (including excess funding obligations) of DTH Techco arising out of Sky Brazil or MCOP reducing the amount of services they obtain from DTH Techco shall be borne by News and DIRECTV. (c) If News or any of its Affiliates intends to develop or exploit with any Mexican partner any existing or new technology in Mexico, News shall give Televisa written notice of such intention (the “Technology Notice”) describing in reasonable detail the nature of the technology and the material aspects of its plans to develop or exploit such technology in Mexico. For a period of 90 days after the date of delivery of the Technology Notice (the “Negotiation Period”), News shall, at Televisa’s request, negotiate in good faith with Televisa the terms on which Televisa may participate in the development or exploitation of the technology in Mexico. If News and Televisa fail to reach an agreement on the terms on w...
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Technology Matters. Customer will obtain and maintain its own information systems, including backup and recovery infrastructure for Customer Data and its Confidential Information, equipment, connectivity and other technology. If required by Instinct for delivery of the Service or Instinct’s performance under this Agreement, Customer will permit Instinct to remotely access or monitor Customer’s systems that are utilized in connection with the Service. Customer will establish access requirements for its users and will be responsible for any and all use of, and activities, data, transactions or administration conducted through or that occur under, Customer’s account or its user accounts, whether or not authorized by Customer or the user. Customer will not, and will ensure that its users will not, (i) license, sell, transfer, distribute or otherwise make available or disclose to any third party the Service or Instinct proprietary rights, or (ii) copy, modify, adapt, decompile, reverse engineer, attempt to duplicate or make derivative, competitive or its own works based upon the Service or Instinct proprietary rights, including any ideas, features, functions or graphics of the Service. Customer will operate its business and use, and will ensure that its users use, the Service in compliance with this Agreement, any policies or requirements issued by Instinct, and applicable laws (including United States and other country export control laws), including without violating any rights of any third party.
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Technology Matters. The Parties agree that during the first twenty-four (24) months following the Closing Date, the Parties will undertake to review and may reorganize and realign the research and development and technology responsibilities of the Parties in line with the Technology Joint Venture and Shareholders Agreement and the technology license agreements listed in Article 5.03(d) of the Umbrella Agreement and the overall objectives and operations of the Europe JVC. At the end of such twenty-four (24) month period, the Parties will consider entering into new agreements which reflect any revised responsibilities of each Party and appropriate compensation. The Parties agree and understand that neither Party will be financially disadvantaged as a result of such new agreements.
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Technology Matters. (i) Seller shall use commercially reasonable efforts, at Seller’s cost and expense, to install by the date that is six (6) months following the Closing Date, duplicate network facilities (excluding telephone facilities and equipment) for TMP Direct at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Rd, First Floor, Milwaukee, WI 53223. Such network facilities shall provide substantially similar functionality as the functionality provided currently to TMP Direct employees at the TMP Direct location at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and shall include without limitation the continued use of the current TMPW-NT domain and Exchange infrastructure as a separately functioning environment. Seller shall keep Buyer reasonably apprised of the plans for and status of such installation, and Buyer shall have a right to reasonably object to any such plans, in which case the parties shall work together in good faith to determine the best course of action to install in a cost-efficient and timely manner duplicate network facilities that provide substantially similar functionality as that provided currently to TMP Direct employees at the Mt. Olive location. The TMP Direct operations in Mt. Olive, NJ will continue to utilize all network equipment currently in place, along with the dedicated AT&T Internet circuit installed at that location. Seller shall use commercially reasonable efforts, at Seller’s cost and expense, to install by the date that is six (6) months following the Closing Date, a new circuit to connect the Mt. Olive, NJ location to the Milwaukee, WI location. (ii) Buyer shall be responsible for all telecommunications charges relating to the TMP Direct business for all periods following April 30, 2005 (except as otherwise specifically provided in this Section 8.1(e)(ii) relating to the Avaya telephone switch and related telephone support). Buyer and Seller shall cooperate with each other to transfer the billing for such telecommunications charges to Buyer as soon as is practicable, and until such transfer is complete Buyer shall reimburse Seller for all such telecommunications charges incurred by Seller with respect to the TMP Direct business, promptly upon receipt from Buyer of a detailed statement setting forth such telecommunications charges. During the initial six (6) month term of the Milwaukee Sublease, Buyer shall, at no additional cost, have access to the Avaya telephone switch for the TMP Direct operations located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Rd, First Floor, Milwaukee, ...
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Technology Matters. For a period of six months following the Closing Date, the Sellers shall: (a) maintain the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website and redirect internet traffic relating to the Business to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ by including a link to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ above the fold on the homepage of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; and (b) use reasonable best efforts to cooperate with Purchaser to provide e-mail forwarding for any employees of the Company.
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Technology Matters. (a) Technology. Company owns or licenses certain hardware and software utilized and suitable for, among other things, transmitting voice data and facilitating voice communications via VoIP (collectively referred to as the "Technology"), and which is more specifically described, including whether the separate components of the Technology is owned (the "Owned Technology") or licensed (the "Licensed Technology"), on Schedule 3.23(a).
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Related to Technology Matters

  • Intellectual Property Matters A. Definitions

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.