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<br /> 1171< <br /> 3. an estimated schedule that we provide for planning purposes; and <br /> 4. applicable charges (not including taxes) and any other terms. <br /> Each of us agrees to make reasonable efforts to carry out our respective responsibilities <br /> according to the estimated schedule. If the Statement of Work contains Completion Criteria, <br /> we will inform you when we meet each of them. You then have 10 days to inform us if you <br /> believe that wè have not met those criteria. The project is complete when we meet the '. <br /> Completion Criteria. <br /> Changes to the Statement of Work <br /> When both of us agree to change a Statement of Work, we will prepare a written description <br /> of the change (called a "Change Authorization "), which both of us must sign. The terms of a <br /> Change Authorization prevail over those of the Statement of Work and any of its previous <br /> Change Authorizations, <br /> Any change in the Statement of Work may affect the charges, estimated schedule, or other <br /> terms. Depending on the scope of the requested change, we may charge you for our effort to <br /> analyze it. We will then give you a written estimate of the charges for the analysis. We will <br /> perform the analysis only on your written authorization. <br /> Personnel <br /> Each of us will authorize a person to represent us during the project. Each will 1) address all <br /> notices to the other's representative and 2) promptly notify the other in writing if this person is <br /> replaced. Each of us is responsible for supervising and controlling only our own personnel. <br /> , <br /> We will try to honor your requests regarding the assignment of our personnel to your project. <br /> However, we reserve the right to determine the assignment of our personnel. <br /> Ownership and License <br /> The Statement of Work will specify if Materials are to be delivered during the project. It will <br /> identify them as being "Type I Materials," "Type II Materials," or otherwise as we both agree. <br /> Type I Materials are those, created during the project, in which you will have all right, title, <br /> and interest (including ownership of copyright). We will retain one copy of the Materials. You <br /> grant us 1) an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, <br /> reproduce, display, perform, distribute (internally and externally) copies of, and prepare <br /> derivative works based on Type I Materials and 2) the right to authorize others to do any of <br /> the former. ' <br /> Type II Materials are those, created during the project or otherwise (such as those that <br /> preexist the project), in which we or third parties have all right, title, and interest (including <br /> ownership of copyright). We will deliver one copy of the Materials to you. We grant you an <br /> irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, <br /> perform, and distribute (internally only) copies of Type II Materials. <br /> Each of us agrees to reproduce the copyright notice and any other legend of ownership on <br /> any copies made under the licenses granted in this Part. <br /> Project Support Services Termination <br /> You may terminate a project on written notice to us. We may terminate a project if you do not <br /> meet your obligations concerning it. Upon termination, we will stop our work in an orderly <br /> manner as soon as practical. <br /> You agree to pay us for all Services we provide and any Materials we deliver through the <br /> project's termination. Payment includes any charges we incur in terminating subcontracts. <br /> 2125-4575-01 3/93 (MKO02) Page 19 of 23 <br />