Common use of Common Infrastructure Trade Secrets Clause in Contracts

Common Infrastructure Trade Secrets. Common Infrastructure Trade Secrets shall be co-owned by Parent and CoalCo. Accordingly, each Party transfers and assigns (as assignor) to the other Party (as assignee), effective as of the date of Distribution, an undivided one-half part of the whole right, title, and interest in Common Infrastructure Trade Secrets owned by the assignor as of the date of Distribution, such undivided one-half part to be held and enjoyed by the assignee, as fully and entirely as the same would have been held and enjoyed by the assignor if this transfer had not been made. Upon a Party’s written request, (including a member of such Party’s respective Group), the other Party shall or if applicable shall cause the relevant member of their Group, execute documents confirming the assignment of such co-ownership interest to the requesting Party. Subject to Article VI, below, each co-owner shall be free to exploit the Common Infrastructure Trade Secrets without further consent and without accounting to the other co-owner. Notwithstanding the foregoing, neither of the joint owners (CoalCo, Parent) shall make a Common Infrastructure Trade Secret public or otherwise destroy or impair the Trade Secret status of a Common Infrastructure Trade Secret without the prior, written consent of the other joint owner. Each Party shall indemnify, defend and hold harmless the other Party and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all Liabilities arising out of or resulting from such indemnifying Party’s exploitation or disclosure of the Common Infrastructure Trade Secrets following the Distribution.

Common Infrastructure Trade Secrets. Common Infrastructure Trade Secrets shall be co-owned by Parent Xerox and CoalCoConduent. Accordingly, each Party Party, or the applicable member of its Group, transfers and assigns (as assignor) to the other Party (as assignee), effective as of the date of DistributionDistribution Date, an undivided one-half part of the whole right, title, and interest in Common Infrastructure Trade Secrets owned by the assignor as of the date of DistributionDistribution Date, such undivided one-half part to be held and enjoyed by the assignee, as fully and entirely as the same would have been held and enjoyed by the assignor if this transfer had not been made. Upon a Party’s written request, (including a member of such Party’s respective Group), the other Party (and, to the extent necessary, the members of its Group) shall or if applicable shall cause the relevant member of their Group, execute documents confirming the assignment of such co-ownership interest to the requesting Party. Subject to Article VI, below, each co-owner shall be free to exploit the Common Infrastructure Trade Secrets without further consent and without accounting to the other co-owner. Notwithstanding the foregoing, neither of the joint owners (CoalCoConduent, ParentXerox) shall make a Common Infrastructure Trade Secret public or otherwise destroy or impair the Trade Secret status of a Common Infrastructure Trade Secret without the prioradvance, written consent of the other joint owner. Each Party shall indemnify, defend and hold harmless the other Party Party, each other member of the other Party’s Group, and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all Liabilities arising out of or resulting from such the indemnifying Party’s or any member of its Group’s exploitation or disclosure of the Common Infrastructure Trade Secrets following the Distribution.