OR AS A
COMMISSIONED WORK) BY THE SUPPLYING PARTY ACCORDING TO SPECIFICATIONS PROVIDED
BY THE PURCHASING PARTY, AND FOR WHICH THE SUPPLYING PARTY HAS NO RIGHT TO MAKE
OR HAVE MADE OR SELL OR HAVE SOLD EXCEPT FOR AND TO THE PURCHASING PARTY.
CUSTOM DELIVERABLES SHALL INCLUDE THE DELIVERABLES PROVIDED UNDER THE FIBERSTARS
DEVELOPMENT AGREEMENT AND ADLT DEVELOPMENT AGREEMENT.
3.16
"DELIVERABLE(S)" MEANS ALL OF THE APPLICABLE EQUIPMENT,
DOCUMENTATION, SERVICES AND ANY OTHER PRODUCTS (INCLUDING PRODUCTS AS DEFINED
UNDER THE MUTUAL SUPPLY AGREEMENT), GOODS, WORK PRODUCTS, MILESTONES,
TECHNOLOGIES, ORIGINAL WORKS, DOCUMENTS, INFORMATION, THINGS, DESIGNS,
DESIGNATIONS, DISCOVERIES, INVENTIONS, DATA WHETHER IN COMPUTER READABLE FORM OR
OTHERWISE, METHODS, FORMULAE, TOOLS, COMPUTER PROGRAMS (INCLUDING SOURCE CODE
AND ANY OTHER SOFTWARE OR FIRMWARE) AND ANY OTHER ITEMS TO BE DELIVERED BY THE
SUPPLYING PARTY TO THE OTHER PARTY PURSUANT TO THE AGREEMENT.
3
3.17
"DEVELOPMENT AGREEMENT(S)" IS DEFINED IN SECTION 15.2(B).
3.18
"DOCUMENTATION" MEANS ALL DOCUMENTATION OR REFERENCE MATERIALS
RELATING TO OR DESCRIBING DELIVERABLES, WHETHER CURRENTLY EXISTING OR CREATED IN
THE FUTURE, AND WHETHER IN WRITTEN OR ELECTRONIC FORM, INCLUDING WITHOUT
LIMITATION ANY SPECIFICATIONS, TECHNICAL MANUALS, USER MANUALS, TRAINING
MATERIALS AND CONSULTING MATERIALS.
3.19
"EAR" IS DEFINED IN SECTION 20.
3.20
"EQUIPMENT" MEANS THE EQUIPMENT PROCURED BY A PARTY PURSUANT TO THE
EQUIPMENT PURCHASE AGREEMENT, ATTACHED HERETO AS EXHIBIT C.
3.21
"EXHIBIT(S)" IS DEFINED IN SECTION 1.
3.22
"FORCE MAJEURE EVENT" IS DEFINED IN SECTION 23.7(A).
3.23
"INCLUDING" AND ITS DERIVATIVES (SUCH AS "INCLUDE" AND "INCLUDES")
MEANS INCLUDING WITHOUT LIMITATION.
THIS TERM IS AS DEFINED, WHETHER OR NOT
CAPITALIZED IN THE AGREEMENT.
3.24
"INSOLVENT PARTY" IS DEFINED IN SECTION 22.1.
3.25
"INTELLECTUAL PROPERTY" OR ("IP") MEANS IDEAS, CONCEPTS, TECHNICAL
INFORMATION, DATA, DESIGNS, DRAWINGS, SPECIFICATIONS, TOOLS, SCHEMATICS,
KNOW-HOW, ARTWORK, PHOTOGRAPHS, TECHNOLOGY, MODULES, COMPONENTS, DESIGNS,
UTILITIES, SUBSETS, OBJECTS, PROCESSES, TOOLS, MODELS, SOFTWARE PROGRAMS
(INCLUDING, WITHOUT LIMITATION, SOURCE AND OBJECT CODES), MANUALS AND OTHER
DOCUMENTATION, DATA, DATABASES, PROCESSES, METHODS OF PRODUCTION, MANUFACTURING
METHODS, TRADE SECRETS, AND OTHER RELATED INFORMATION AND MATERIALS, AND OTHER
WORKS OF AUTHORSHIP OR CREATION, WHETHER TANGIBLE OR INTANGIBLE, TOGETHER WITH
ANY INTELLECTUAL PROPERTY RIGHTS RELATING THERETO.
3.26
"INTELLECTUAL PROPERTY RIGHT(S)" MEANS ALL WORLDWIDE COMMON LAW OR
STATUTORY RIGHTS PROTECTED UNDER (A) PATENTS, PATENT APPLICATIONS, AND PATENT
RIGHTS; (B) RIGHTS ASSOCIATED WITH ORIGINAL WORKS, AUTHORSHIP, MORAL RIGHTS,
COPYRIGHTS AND ALL ITS EXCLUSIVE RIGHTS; (C) RIGHTS RELATING TO THE PROTECTION
OF TRADE SECRETS AND CONFIDENTIAL INFORMATION, (D) RIGHTS ASSOCIATED WITH
DESIGNS, INDUSTRIAL DESIGNS, AND SEMICONDUCTOR DESIGN; (E) RIGHTS ANALOGOUS TO
THOSE SET FORTH ABOVE AND ANY AND ALL OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY
RIGHTS; AND (F) REGISTRATIONS, DIVISIONALS, CONTINUATIONS,
CONTINUATIONS-IN-PART, RENEWALS, REISSUES, REEXAMINATIONS, AND EXTENSIONS OF THE
FOREGOING (AS APPLICABLE) NOW EXISTING OR HEREAFTER FILED, ISSUED OR ACQUIRED.
3.27
"INVOICE" MEANS ANY INVOICE ISSUED BY THE SUPPLYING PARTY
CONSISTENT WITH THE PROVISIONS OF THE AGREEMENT.
3.28
"IP INDEMNITOR" AND "IP INDEMNITEE" IS DEFINED IN SECTION 12.2.
4
3.29
"ITAR" IS DEFINED IN SECTION 20.
3.30
"ITEM(S)" SHALL MEAN ANY MATERIAL, ARTICLE, PART OR OTHER COMPONENT
PROVIDED AS PART OF OR INCORPORATED INTO THE DELIVERABLE.