Astec Deliverables. On or prior to the date that is fourteen (14) days immediately following the Termination Date, Astec will deliver to Highland all as-built drawings, codes, manuals, operating procedures and other items necessary to operate the Plant (collectively, the "Operating Materials"). All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to the Operating Materials shall continue to be owned by Astec. Astec hereby grants Highland a license (the "License") to use all Intellectual Property Rights on a non-exclusive, irrevocable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Highland to operate the Plant. The License is transferable to any subsequent owner or operator of the Plant, but may not be assigned or transferred to any other person or entity without the prior written consent of Astec. Highland acknowledges that the Operating Materials include non-public, proprietary or confidential information of Astec (including without limitation: product development information, processes, procedures, inventions, research, business methods, specifications, trade secrets, computer software, engineering data, technical information and drawings) (collectively, the "Astec Proprietary Information"). Highland shall use the Astec Proprietary Information solely for the operation of the Plant and shall not disclose or permit access to Astec Proprietary Information other than to its employees, officers and consultants who need to know such Astec Proprietary Information to operate the Plant and are bound by confidentiality obligations no less protective of the Astec Proprietary Information than the terms contained herein. Highland shall use its best efforts to safeguard the Astec Proprietary Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. In no event shall Highland (a) use Astec Proprietary Information in the design, development, manufacture, service or sale of any equipment, products or goods, or (b) at any time decompile, reverse assemble, or reverse engineer any Astec Proprietary Information, unless Astec has p...
