Background Technology means Technology conceived, created, developed or reduced to practice by a Party or an Affiliate of the Party [ * * * ]. Background Technology may also include Technology developed [ * * * ], but subsequently incorporated as part of or discussed in conjunction with the project methodology or deliverables.
Effective Date means the date this Agreement is signed by both Parties.
Foreground Technology means Technology first conceived, created or developed by one or both Parties during [ * * * ], excluding Background Technology.
Intellectual Property Rights mean patents, trade secrets, copyrights, utility patents, mask work rights, and the like, but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights.
Joint Technology means [ * * * ] developed jointly by the Parties employees and/or retained consultants.
Project is the work agreed by the Parties to [ * * * ]for automotive applications, as outlined in Attachment A.
Sole Foreground Technology means [ * * * ]developed solely by one of the Parties employees and/or retained consultants without assistance from the other Party.
Technology means all trade secrets, know-how, designs, engineering and test data, manufacturing methodology, software, algorithms, discoveries, inventions, processes, and other technical information, whether or not registered.
ARTICLE 2 JOINT DEVELOPMENT
2.1 The Parties have prepared an initial description of the Project, the duties of each Party under the Project, the anticipated deliverables and schedule for completion of such duties and deliverables in Attachment A. The Parties may amend Attachment A in a writing signed by both Parties.
2.2 Each Party shall bear all of its own fees, expenses, and/or costs of any kind hereunder unless expressly noted herein to the contrary or otherwise agreed to in writing by both Parties.
2.3 Each Party shall designate a project manager for the Project to oversee the joint development work.
2.4 All testing to be performed on [ * * * ] during the Project [ * * * ] will be agreed upon in writing by the Parties prior to shipment, including but not limited to any testing performed by [ * * * ]. All testing shall be performed at U.S. facilities unless otherwise permitted by Solid Power.
ARTICLE 3 OWNERSHIP AND RIGHTS RELATING TO INTELLECTUAL PROPERTY
3.1 Background Technology. No licenses to the Background Technology of either Party are granted unless otherwise specifically stated herein.
Joint Development Agreement Ford/Solid Power