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“competitor” means, with respect to a party, an entity designated as a competitor of such party on exhibit d, which exhibit d shall be agreed upon by the parties and attached hereto through an amendment hereto within thirty (30) days of the effective date. “developed intellectual property” means any intellectual property that is made, conceived, developed, or conceived and reduced to practice, by either party solely or jointly with the other party (regardless of relative input, contribution or involvement), under this agreement or otherwise resulting from activities in the initial screening phase or joint development activities. “joint development activity” means any activity or undertaking to be performed by one or both of the parties as set forth in a joint development plan. “technical coordinator” means the representative of a party designated to act as a liaison with his or her counterpart at the other party for the various technical matters that may arise during the course of the joint development activities, which representative shall have an appropriate level of education, training, and experience to effectively carry out the foregoing responsibilities. such notice shall specify the product, developed ers products and/or derivative and the field or portion of the field affected by the failure to meet any such screening milestone. during the initial screening phase and during the term of any joint development plan, stepan will provide to ers reasonable quantities of sample materials of derivatives generated during the initial screening phase or under such joint development plan, for ers screening of samples of such derivatives for [***]. if any portion of the field is not covered by a joint development activity field established within thirty (30) days of the conclusion of the initial screening phase, (a) the exclusivity granted to stepan pursuant to section 2.2 only with respect to such portion of the field shall lapse, and the parties shall be released from the restrictions and obligations only with respect to such exclusivity in such portion of the field, and (b) the parties shall cease any and all joint development activities in such portion of the field. if the parties are unable to agree to an adjustment to the milestones or other aspects of the joint development plan through the procedures set forth in section 13.1 and stepan does not elect to pay the exclusivity fee in accordance with the foregoing, ers may terminate the joint development plan as set forth in section 11.3. in connection with each joint development plan, the parties shall negotiate various commercial terms and/or agreements for the supply from ers to stepan of products and/or developed ers products in connection with the joint development activities under such joint development plan and for the sharing of profits resulting from sales of products, developed ers products, or derivatives to customers. with respect to any product, developed ers product or derivative that has been commercialized in connection with a joint development activity and for so long as the applicable joint development plan remains in effect, (a) ers shall not knowingly supply product or developed ers product to any third party within the applicable joint development activity field except in the context of an existing or future contractual relationship of the type exempted from the exclusivity requirements of section 3.3 for the supply of non-commercial quantities of such product, developed ers product or derivative for research purposes only, and (b) stepan shall source all of its requirements for such products and developed ers products from ers. (i) an [***] in each case solely as necessary to perform its obligations and activities under this agreement, including initial screening and joint development activities; and the [***] license set forth above in section 6.2(c)(i) shall not limit ers’s own use of, or exercise of rights with respect to, existing ers intellectual property (i) in accordance with its activities hereunder, or (ii) outside of the scope of the license set forth above.
(i) an [***] as necessary to perform its obligations and activities under this agreement, including initial screening and joint development activities; and the [***] license set forth above in section 6.2(c)(i) shall not limit stepan’s own use of, or exercise of rights with respect to, existing stepan intellectual property (i) in accordance with its activities hereunder, or (ii) outside of the scope of the license set forth above. if either party does not desire to maintain its interest in a patent or patent application derived from developed intellectual property, it will offer to the other party the application or patent in question with the right prosecute and maintain the patent application or patent solely for such other party’s own benefit and at such other party’s expense, in which case such party shall assign all of its right, title and interest in and to such patent application or [***] indicates that text has been omitted which is the subject of a confidential treatment request. any information disclosed by an employee or affiliate of the disclosing party shall be considered to be disclosed by the disclosing party. a party seeking indemnification under this article 9 shall promptly notify the other party in writing of any action, claim or liability in respect of which such party or any related indemnified party intends to claim such indemnification. although ers and stepan will use commercially reasonable efforts to implement and execute each joint development plan, no expenditures by either party hereunder will be reimbursed because the development of any products or processes has been unsuccessful. ers shall have the right, but not the obligation, to terminate a joint development plan by notice to stepan upon stepan’s failure to meet milestones under such joint development plan in the circumstances set forth in section 3.5 and in accordance with the terms thereof. if any conflict arises between any term, condition or provision of a joint development plan and any term, condition or provision of this agreement, the applicable term, condition or provision of this agreement shall prevail. the failure by either party to insist upon strict performance of any of the provisions contained in this agreement shall not constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance or compliance with any of the terms and conditions set forth in this agreement. the surfactants field shall be defined as and limited to (a) evaluation and use (subject to a joint development plan) of specific product(s) as feedstocks (b) derivatized via one or more of the following chemical reactions, and (c) for use in one or more of the market application areas specified below: [***] indicates that text has been omitted which is the subject of a confidential treatment request. she lives with her family in southwest atlanta, enjoys cooking, travel, dance and continues to develop her research in the areas of transactional law and legal sustainability. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.” their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process.
sample joint. development. agreement this agreement (“agreement”) is by and between norman the other pursuant to the joint development program. the development activities will include all tasks required with respect to the development, financing, construction, operation and ownership of the project sample contracts and business agreements. joint development agreement – table of contents (based on 5 contracts)., joint development agreement checklist, joint development agreement checklist, joint development agreement for construction format, joint development agreement real estate, joint development agreement term sheet.
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