Common use of CONFIDENTIALITY AND GRANT OF LICENSE Clause in Contracts

CONFIDENTIALITY AND GRANT OF LICENSE. (a) Owner recognizes and agrees that confidential information of Builder has or will be provided to Owner in connection with the design and construction of the Platform. Builder shall mark any such confidential information as "Confidential" (axx xuch information as so marked, herein "Confidential Information") Owner agrees to maintain in confidence and not to exhibit, sell, lease, or otherwise commercialize, disclose, or use such Confidential Information, in whatever form provided including without limitation descriptions, drawings, specifications, and calculations, except as is reasonably necessary in connection with the ownership, operation, repair, and maintenance of the Platform. Such obligation of confidentiality shall extend to and cover information which is discovered as a result of inspection or reverse engineering. In connection therewith, if disclosure of Confidential Information must be made to vendors, suppliers, contractors, or subcontractors, Owner shall disclose only such portion of such Confidential Information as is reasonably necessary to enable such parties to perform the needed work on the Platform. Further, Owner shall first obtain an obligation of confidentiality from such parties with regard to such Confidential Information on substantially the same terms and conditions as set forth herein, which obligation of confidentiality shall expressly be enforceable by and in the name of Builder. Such obligation of confidentiality by such parties shall further provide that all such Confidential Information in whatever form and all copies thereof shall be immediately returned by such parties upon the request of Owner or Builder. (b) All documents of any kind embodying any substantive part of such Confidential Information shall be conspicuously marked with a stamp or legend with a proprietary notice reading as follows: "Notice THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE THE PROPERTY OF KEPPEL FELS LTD, A COPRORATION ORGANIZED UNDER THE LAWS OF SINGAPORE, AND ARE MAINTAINED IN CONFIDENCE THEREBY, AND RECEIPT OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN CONSTITUTES THE AGREEMENT OF THE PERSON OR ENTITY RECEIVING SAME TO MAINTAIN THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IN CONFIDENCE. RECEIPT OR POSSESSION OF THIS DOCUMENT DOES NOT CONVEY ANY RIGHTS TO REPRODUCE THIS DOCUMENT OR TO DISCLOSE ITS CONTENTS, OR TO MANUFACTURE, USE OR SELL ANYTHING SHOWN OR DESCRIBED IN THIS DOCUMENT. REPRODUCTION, DISCLOSURE, OR USE OF THIS DOCUMENT OR ANY INFORMATION CONTAINED HEREIN WITHOUT SPECIFIC WRITTEN AUTHORIZATION OF KEPPEL FELS LTD IS STRICTLY FORBIDDEN." (c) The obligation of confidentiality provided in this Section 30 shall not apply to such portion of the Confidential Information which now or hereafter is described in an issued Singapore or foreign letters patent or is now or hereafter published in a printed publication generally available in the industry (except where published in violation of this Agreement). (d) The design of the Platform and the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform are and shall remain the property of Builder. Owner shall have no right to use, sell, license, or otherwise commercialize such design or any such descriptions, drawings, specifications, and calculations except in connection with the ownership and operation of the Platform. Builder hereby grants to Owner upon delivery of the Platform an irrevocable, non-exclusive, royalty free, perpetual license to use, lease, sell, or otherwise dispose of (but not to duplicate or manufacture) all or any of Builder's interest in the Platform or the design thereof which has heretofore been patented by Builder, or for which patents may be pending by Builder, or for which patent applications may hereafter be filed by Builder. Owner shall have the right to transfer the license referred to hereinabove along with the Platform whenever Owner sells the Platform, provided Owner obtains from the purchaser an agreement in writing (an executed original of which shall be promptly delivered to Builder) providing that such party undertakes the same obligations as Owner has pursuant to this Section 30. (e) The license herein granted shall apply only to the one Platform to be constructed pursuant to this Agreement. If at any time Owner is in default of any of its obligations under this Section 30, Builder may cancel and terminated the licenses granted by Builder herein, by giving Owner ten (10) days prior written notice of the intention to terminate; provided, however, termination shall not relieve Owner of its obligations set forth in this Section 30, and the same shall continue in full force and effect. Owner shall promptly notify Builder in the event Owner knows or learns of any unauthorized use of the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform by any person or party or if Owner learns of any infringement of any patent held by Builder in connection with the design or construction of the Platform. Nevertheless, without the prior written consent of Builder, Owner shall initiate no notices of unlawful use of or infringement to the party or person using the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform or the applicable letters patent, and shall engage in no positive or overt acts toward such party or person which would create a justiciable controversy between such party or person and Builder with respect thereto.

Appears in 1 contract

Samples: Platform Construction Agreement (Seacor Smit Inc)

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CONFIDENTIALITY AND GRANT OF LICENSE. (a) Owner recognizes and agrees that confidential information of Builder has or will be provided to Owner in connection with the design and construction of the Platform. Builder shall mark any such confidential information as "Confidential" (axx xuch any such information as so marked, herein "Confidential Information") Owner agrees to maintain in confidence and not to exhibit, sell, lease, or otherwise commercialize, disclose, or use such Confidential Information, in whatever form provided including without limitation descriptions, drawings, specifications, and calculations, except as is reasonably necessary in connection with the ownership, operation, repair, and maintenance of the Platform. Such obligation of confidentiality shall extend to and cover information which is discovered as a result of inspection or reverse engineering. In connection therewith, if disclosure of Confidential Information must be made to vendors, suppliers, contractors, or subcontractors, Owner shall disclose only such portion of such Confidential Information as is reasonably necessary to enable such parties to perform the needed work on the Platform. Further, Owner shall first obtain an obligation of confidentiality from such parties with regard to such Confidential Information on substantially the same terms and conditions as set forth herein, which obligation of confidentiality shall expressly be enforceable by and in the name of Builder. Such obligation of confidentiality by such parties shall further provide that all such Confidential Information in whatever form and all copies thereof shall be immediately returned by such parties upon the request of Owner or Builder. (b) All documents of any kind embodying any substantive part of such Confidential Information shall be conspicuously marked with a stamp or legend with a proprietary notice reading as follows: "Notice NOTICE THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE THE PROPERTY OF KEPPEL FELS LTDAMFELS, INC., A COPRORATION ORGANIZED UNDER THE LAWS OF SINGAPORETHE STATE OF TEXAS , AND ARE MAINTAINED IN CONFIDENCE THEREBY, AND RECEIPT OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN CONSTITUTES THE AGREEMENT OF THE PERSON OR ENTITY RECEIVING SAME TO MAINTAIN THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IN CONFIDENCE. RECEIPT OR POSSESSION OF THIS DOCUMENT DOES NOT CONVEY ANY RIGHTS TO REPRODUCE THIS DOCUMENT OR TO DISCLOSE ITS CONTENTS, OR TO MANUFACTURE, USE OR SELL ANYTHING SHOWN OR DESCRIBED IN THIS DOCUMENT. REPRODUCTION, DISCLOSURE, OR USE OF THIS DOCUMENT OR ANY INFORMATION CONTAINED HEREIN WITHOUT SPECIFIC WRITTEN AUTHORIZATION OF KEPPEL FELS LTD AMFELS, INC. IS STRICTLY FORBIDDEN." (c) The obligation of confidentiality provided in this Section 30 shall not apply to such portion of the Confidential Information which now or hereafter is described in an issued Singapore or foreign letters patent or is now or hereafter published in a printed publication generally available in the industry (except where published in violation of this Agreement). (d) The design of the Platform and the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform are and shall remain the property of Builder. Owner shall have no right to use, sell, license, or otherwise commercialize such design or any such descriptions, drawings, specifications, and calculations except in connection with the ownership and operation of the Platform. Builder hereby grants to Owner upon delivery of the Platform an irrevocable, non-exclusive, royalty free, perpetual license to use, lease, sell, or otherwise dispose of (but not to duplicate or manufacture) all or any of Builder's interest in the Platform or the design thereof which has heretofore been patented by Builder, or for which patents may be pending by Builder, or for which patent applications may hereafter be filed by Builder. Owner shall have the right to transfer the license referred to hereinabove along with the Platform whenever Owner sells the Platform, provided Owner obtains from the purchaser an agreement in writing (an executed original of which shall be promptly delivered to Builder) providing that such party undertakes the same obligations as Owner has pursuant to this Section 30. (e) The license herein granted shall apply only to the one Platform to be constructed pursuant to this Agreement. If at any time Owner is in default of any of its obligations under this Section 30, Builder may cancel and terminated the licenses granted by Builder herein, by giving Owner ten (10) days prior written notice of the intention to terminate; provided, however, termination shall not relieve Owner of its obligations set forth in this Section 30, and the same shall continue in full force and effect. Owner shall promptly notify Builder in the event Owner knows or learns of any unauthorized use of the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform by any person or party or if Owner learns of any infringement of any patent held by Builder in connection with the design or construction of the Platform. Nevertheless, without the prior written consent of Builder, Owner shall initiate no notices of unlawful use of or infringement to the party or person using the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform or the applicable letters patent, and shall engage in no positive or overt acts toward such party or person which would create a justiciable controversy between such party or person and Builder with respect thereto.

Appears in 1 contract

Samples: Platform Construction Agreement (Chiles Offshore Inc/New/)

CONFIDENTIALITY AND GRANT OF LICENSE. (a) Owner recognizes and agrees that confidential information of Builder has or will be provided to Owner in connection with the design and construction of the Platform. Builder shall mark xxxx any such confidential information as "Confidential" (axx xuch any such information as so marked, herein "Confidential Information") Owner agrees to maintain in confidence and not to exhibit, sell, lease, or otherwise commercialize, disclose, or use such Confidential Information, in whatever form provided including without limitation descriptions, drawings, specifications, and calculations, except as is reasonably necessary in connection with the ownership, operation, repair, and maintenance of the Platform. Such obligation of confidentiality shall extend to and cover information which is discovered as a result of inspection or reverse engineering. In connection therewith, if disclosure of Confidential Information must be made to vendors, suppliers, contractors, or subcontractors, Owner shall disclose only such portion of such Confidential Information as is reasonably necessary to enable such parties to perform the needed work on the Platform. Further, Owner shall first obtain an obligation of confidentiality from such parties with regard to such Confidential Information on substantially the same terms and conditions as set forth herein, which obligation of confidentiality shall expressly be enforceable by and in the name of Builder. Such obligation of confidentiality by such parties shall further provide that all such Confidential Information in whatever form and all copies thereof shall be immediately returned by such parties upon the request of Owner or Builder. (b) All documents of any kind embodying any substantive part of such Confidential Information shall be conspicuously marked with a stamp or legend with a proprietary notice reading as follows: "Notice NOTICE THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE THE PROPERTY OF KEPPEL FELS LTDAMFELS, INC., A COPRORATION ORGANIZED UNDER THE LAWS OF SINGAPORETHE STATE OF TEXAS , AND ARE MAINTAINED IN CONFIDENCE THEREBY, AND RECEIPT OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN CONSTITUTES THE AGREEMENT OF THE PERSON OR ENTITY RECEIVING SAME TO MAINTAIN THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IN CONFIDENCE. RECEIPT OR POSSESSION OF THIS DOCUMENT DOES NOT CONVEY ANY RIGHTS TO REPRODUCE THIS DOCUMENT OR TO DISCLOSE ITS CONTENTS, OR TO MANUFACTURE, USE OR SELL ANYTHING SHOWN OR DESCRIBED IN THIS DOCUMENT. REPRODUCTION, DISCLOSURE, OR USE OF THIS DOCUMENT OR ANY INFORMATION CONTAINED HEREIN WITHOUT SPECIFIC WRITTEN AUTHORIZATION OF KEPPEL FELS LTD AMFELS, INC. IS STRICTLY FORBIDDEN." (c) The obligation of confidentiality provided in this Section 30 shall not apply to such portion of the Confidential Information which now or hereafter is described in an issued Singapore or foreign letters patent or is now or hereafter published in a printed publication generally available in the industry (except where published in violation of this Agreement). (d) The design of the Platform and the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform are and shall remain the property of Builder. Owner shall have no right to use, sell, license, or otherwise commercialize such design or any such descriptions, drawings, specifications, and calculations except in connection with the ownership and operation of the Platform. Builder hereby grants to Owner upon delivery of the Platform an irrevocable, non-exclusive, royalty free, perpetual license to use, lease, sell, or otherwise dispose of (but not to duplicate or manufacture) all or any of Builder's interest in the Platform or the design thereof which has heretofore been patented by Builder, or for which patents may be pending by Builder, or for which patent applications may hereafter be filed by Builder. Owner shall have the right to transfer the license referred to hereinabove along with the Platform whenever Owner sells the Platform, provided Owner obtains from the purchaser an agreement in writing (an executed original of which shall be promptly delivered to Builder) providing that such party undertakes the same obligations as Owner has pursuant to this Section 30. (e) The license herein granted shall apply only to the one Platform to be constructed pursuant to this Agreement. If at any time Owner is in default of any of its obligations under this Section 30, Builder may cancel and terminated the licenses granted by Builder herein, by giving Owner ten (10) days prior written notice of the intention to terminate; provided, however, termination shall not relieve Owner of its obligations set forth in this Section 30, and the same shall continue in full force and effect. Owner shall promptly notify Builder in the event Owner knows or learns of any unauthorized use of the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform by any person or party or if Owner learns of any infringement of any patent held by Builder in connection with the design or construction of the Platform. Nevertheless, without the prior written consent of Builder, Owner shall initiate no notices of unlawful use of or infringement to the party or person using the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform or the applicable letters patent, and shall engage in no positive or overt acts toward such party or person which would create a justiciable controversy between such party or person and Builder with respect thereto.

Appears in 1 contract

Samples: Platform Construction Agreement (Chiles Offshore LLC)

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CONFIDENTIALITY AND GRANT OF LICENSE. (a) Owner recognizes and agrees that confidential information of Builder has or will be provided to Owner in connection with the design and construction of the Platform. Builder shall mark xxxx any such confidential information as "Confidential" (axx xuch any such information as so marked, herein "Confidential Information") Owner agrees to maintain in confidence and not to exhibit, sell, lease, or otherwise commercialize, disclose, or use such Confidential Information, in whatever form provided including without limitation descriptions, drawings, specifications, and calculations, except as is reasonably necessary in connection with the ownership, operation, repair, and maintenance of the Platform. Such obligation of confidentiality shall extend to and cover information which is discovered as a result of inspection or reverse engineering. In connection therewith, if disclosure of Confidential Information must be made to vendors, suppliers, contractors, or subcontractors, Owner shall disclose only such portion of such Confidential Information as is reasonably necessary to enable such parties to perform the needed work on the Platform. Further, Owner shall first obtain an obligation of confidentiality from such parties with regard to such Confidential Information on substantially the same terms and conditions as set forth herein, which obligation of confidentiality shall expressly be enforceable by and in the name of Builder. Such obligation of confidentiality by such parties shall further provide that all such Confidential Information in whatever form and all copies thereof shall be immediately returned by such parties upon the request of Owner or Builder. (b) All documents of any kind embodying any substantive part of such Confidential Information shall be conspicuously marked with a stamp or legend with a proprietary notice reading as follows: "Notice NOTICE THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE THE PROPERTY OF KEPPEL FELS LTD, A COPRORATION ORGANIZED UNDER THE LAWS OF SINGAPORE, AND ARE MAINTAINED IN CONFIDENCE THEREBY, AND RECEIPT OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN CONSTITUTES THE AGREEMENT OF THE PERSON OR ENTITY RECEIVING SAME TO MAINTAIN THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IN CONFIDENCE. RECEIPT OR POSSESSION OF THIS DOCUMENT DOES NOT CONVEY ANY RIGHTS TO REPRODUCE THIS DOCUMENT OR TO DISCLOSE ITS CONTENTS, OR TO MANUFACTURE, USE OR SELL ANYTHING SHOWN OR DESCRIBED IN THIS DOCUMENT. REPRODUCTION, DISCLOSURE, OR USE OF THIS DOCUMENT OR ANY INFORMATION CONTAINED HEREIN WITHOUT SPECIFIC WRITTEN AUTHORIZATION OF KEPPEL FELS LTD IS STRICTLY FORBIDDEN." (c) The obligation of confidentiality provided in this Section 30 shall not apply to such portion of the Confidential Information which now or hereafter is described in an issued Singapore or foreign letters patent or is now or hereafter published in a printed publication generally available in the industry (except where published in violation of this Agreement). (d) The design of the Platform and the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform are and shall remain the property of Builder. Owner shall have no right to use, sell, license, or otherwise commercialize such design or any such descriptions, drawings, specifications, and calculations except in connection with the ownership and operation of the Platform. Builder hereby grants to Owner upon delivery of the Platform an irrevocable, non-exclusive, royalty free, perpetual license to use, lease, sell, or otherwise dispose of (but not to duplicate or manufacture) all or any of Builder's interest in the Platform or the design thereof which has heretofore been patented by Builder, or for which patents may be pending by Builder, or for which patent applications may hereafter be filed by Builder. Owner shall have the right to transfer the license referred to hereinabove along with the Platform whenever Owner sells the Platform, provided Owner obtains from the purchaser an agreement in writing (an executed original of which shall be promptly delivered to Builder) providing that such party undertakes the same obligations as Owner has pursuant to this Section 30. (e) The license herein granted shall apply only to the one Platform to be constructed pursuant to this Agreement. If at any time Owner is in default of any of its obligations under this Section 30, Builder may cancel and terminated the licenses granted by Builder herein, by giving Owner ten (10) days prior written notice of the intention to terminate; provided, however, termination shall not relieve Owner of its obligations set forth in this Section 30, and the same shall continue in full force and effect. Owner shall promptly notify Builder in the event Owner knows or learns of any unauthorized use of the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform by any person or party or if Owner learns of any infringement of any patent held by Builder in connection with the design or construction of the Platform. Nevertheless, without the prior written consent of Builder, Owner shall initiate no notices of unlawful use of or infringement to the party or person using the descriptions, drawings, specifications, and calculations prepared by Builder in connection with the design and construction of the Platform or the applicable letters patent, and shall engage in no positive or overt acts toward such party or person which would create a justiciable controversy between such party or person and Builder with respect thereto.

Appears in 1 contract

Samples: Platform Construction Agreement (Chiles Offshore LLC)

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