Common use of CONFIDENTIALITY AND LIMITATIONS Clause in Contracts

CONFIDENTIALITY AND LIMITATIONS. 7.01 Licensee agrees that any Confidential Information disclosed by Licensor or an Affiliate (including Syntroleum) directly or indirectly to Licensee during the period from the date of Licensee's execution of the License Agreement through the term of this Agreement, will be kept confidential by Licensee for a period of fifteen (15) years after the date of each disclosure, but not to exceed five (5) years after the termination of this Agreement or fifteen (15) years from the Effective Date, whichever last occurs, with the same standard of care Licensee uses to protect its own similar confidential information and, except as otherwise provided in this Agreement, will not be disclosed to others or copied or duplicated (except for internal use), and will be used by Licensee solely as it relates to this Agreement, and for no other purpose, including Licensee's research, development or commercial activities related to the Conversion Process for its own account. Licensee may disclose such Confidential Information to third parties who have executed a secrecy agreement with Licensor or Syntroleum with confidentiality terms no less restrictive than those set forth in this Section 7.01. ------------- 7.02 Licensor agrees that any Confidential Information disclosed by Licensee directly or indirectly to Licensor during the term of this Agreement will be kept confidential by Licensor for a period of fifteen (15) years after the date of each disclosure, but not to exceed five (5) years after the termination of this Agreement or fifteen (15) years from the Effective Date, whichever last occurs, with the same standard of care Licensor uses to protect its own similar confidential information, and except as otherwise provided in this Agreement will not be disclosed to others or copied or duplicated, and will be used by Licensor solely in the development, marketing and licensing of a Conversion Process, and for no other purpose. Licensor may disclose such Confidential Information to third parties who have executed a secrecy agreement with confidentiality terms similar to the confidentiality provisions of this Agreement. To the extent reasonably necessary to carry out the purposes of this Agreement, Licensor may disclose any of the foregoing information to an Affiliate, provided that the Affiliate has agreed in writing to be bound by the relevant provisions of this Agreement. 7.03 A Party shall not be subject to the restrictions set forth in Sections -------- 7.01 and 7.02 as to the disclosure, duplication or use of disclosed Confidential ---- ---- Information, which the receiving Party can prove by competent evidence (a) was already known to the receiving Party or an Affiliate prior to the disclosure thereof by the disclosing Party; (b) is or becomes part of the public knowledge or literature without breach of this Agreement by the receiving Party but only after it becomes part of the public knowledge or literature; (c) shall otherwise lawfully become available to the receiving Party or an Affiliate from a third party but only after it becomes so available and provided the third party is not under obligation of confidentiality to disclosing Party; or (d) is developed by the receiving Party or an Affiliate independently of any disclosure by the disclosing Party to the receiving Party or an Affiliate under this Agreement or independently of any joint research and development activities of Licensee and Licensor which may occur under a separate agreement. Any Confidential Information disclosed shall not be deemed to fall within the confidentiality exceptions of this Section 7.03 merely because it is embraced by more general ------------ information. In any such case set forth in Section 7.03(a), (b), (c), and (d), --------------- --- --- --- the receiving Party shall keep confidential and not disclose to any third party that any such information was also made available to or acquired by the receiving Party or an Affiliate from the disclosing Party, and such release from the secrecy obligation shall not be considered as a license to make, sell, use or operate under any of the disclosing Party's proprietary rights. 7.04 The receiving Party shall limit access to the Confidential Information disclosed to it to those employees of the receiving Party or an Affiliate who reasonably require the same and who are under a legal obligation of confidentiality on the terms set forth in Section 7.01 and Section 7.03. The ------------ ------------ receiving Party shall be responsible to the disclosing Party for the performance by its employees of their confidentiality obligations. The receiving Party shall keep a record of any Confidential Information marked "Limited Access" and the identity of each employee who has access to Confidential Information so marked. The receiving Party shall inform the other Party of the identity of each such employee within 30 days of disclosure. 7.05 In the event that a Party which is recipient of Confidential Information from the other Party is requested or required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any such Confidential Information, the receiving Party shall provide the disclosing Party with prompt written notice of such request or requirement prior to making the requested disclosure, and shall cooperate with the disclosing Party so that the disclosing Party may seek a protective order or other appropriate remedy or, if the disclosing Party so elects, waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information which the disclosing Party is advised by counsel is legally required to be disclosed. 7.06 The Parties agree that they will each take all actions and execute all documents, and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 7 or to assist each other in securing protection --------- of intellectual property and Confidential Information referenced in this Article ------- 7. 7.07 With respect to any catalyst furnished by Licensor to Licensee or Syntroleum for use by Licensee at the Licensed Plant, Licensee will not, and Licensee will not allow any other person to, analyze, break down, reverse engineer or otherwise seek to determine the chemical composition, except for loss on ignition and bulk density, of any such catalyst, except that Licensee shall be entitled to (a) perform analyses that Licensor may from time to time specifically authorize in writing, to the extent required for monitoring the performance of the Licensed Plant and for regeneration, reclamation or disposal of spent catalysts, such authorization not to be unreasonably withheld, and (b) provide results of the aforementioned analyses to other parties to the extent required for regeneration, reclamation or disposal of spent catalysts, but only after such other parties have entered into an agreement with Licensor in a form attached hereto as Exhibit B. Licensor will be provided with a copy of all such --------- analyses which has been approved in writing prior to release to other parties. 8. ASSIGNMENT -------------- 8.01 Subject to Section 8.02, this Agreement shall not be assigned by ------------- Licensee without the prior written consent of the Licensor, which consent will not be unreasonably withheld, except that Licensee may, upon written notice to Licensor, assign this Agreement to a department, bureau, division, agency or similar governmental entity that is a part and under the control of Licensee. Under no circumstances shall this Agreement be assigned to Exxon Corporation, Royal Dutch Shell or Sasol Limited. 8.02 Licensee may assign this Agreement to any corporation or authority which is wholly-owned by Licensee. 9.

CONFIDENTIALITY AND LIMITATIONS. 7.01 Licensee agrees that any Confidential Information disclosed by Licensor or an Affiliate (including Syntroleum) directly or indirectly to Licensee during the period from the date of Licensee's execution of the License this Agreement through the term of this Agreement, will be kept confidential by Licensee for a period of fifteen (15) years after the date of each disclosure, but not to exceed five (5) years after the termination of this Agreement or fifteen (15) years from the Effective Date, whichever last occurs, with the same standard of care Licensee uses to protect its own similar confidential information and, except as otherwise provided in this Agreement, will not be disclosed to others or copied or duplicated (except for internal use), and will be used by Licensee solely as it relates to this Agreement, and for no other purpose, including Licensee's research, development or commercial activities related to the Conversion Process for its own account. Licensee may disclose such Confidential Information to third parties who have executed a secrecy agreement with Licensor or Syntroleum with confidentiality terms no less restrictive than those set forth in this Section 7.01. ------------- 7.02 Licensor agrees that any Confidential Information disclosed by Licensee directly or indirectly to Licensor during the term of this Agreement will be kept confidential by Licensor for a period of fifteen (15) years after the date of each disclosure, but not to exceed five (5) years after the termination of this Agreement or fifteen (15) years from the Effective Date, whichever last occurs, with the same standard of care Licensor uses to protect its own similar confidential information, and except as otherwise provided in this Agreement will not be disclosed to others or copied or duplicated, and will be used by Licensor solely in the development, marketing and licensing of a Conversion Process, and for no other purpose. Licensor may disclose such Confidential Information to third parties who have executed a secrecy agreement with confidentiality terms similar to the confidentiality provisions of this Agreement. To the extent reasonably necessary to carry out the purposes of this Agreement, Licensor may disclose any of the foregoing information to an Affiliate, provided that the Affiliate has agreed in writing to be bound by the relevant provisions of this Agreement. 7.03 A Party shall not be subject to the restrictions set forth in Sections -------- 7.01 and 7.02 as to the disclosure, duplication or use of disclosed Confidential ---- ---- Information, which the receiving Party can prove by competent evidence (a) was already known to the receiving Party or an Affiliate prior to the disclosure thereof by the disclosing Party; (b) is or becomes part of the public knowledge or literature without breach of this Agreement by the receiving Party but only after it becomes part of the public knowledge or literature; (c) shall otherwise lawfully become available to the receiving Party or an Affiliate from a third party but only after it becomes so available and provided the third party is not under obligation of confidentiality to disclosing Party; or (d) is developed by the receiving Party or an Affiliate independently of any disclosure by the disclosing Party to the receiving Party or an Affiliate under this Agreement or independently of any joint research and development activities of Licensee and Licensor which may occur under a separate agreement. Any Confidential Information disclosed shall not be deemed to fall within the confidentiality exceptions of this Section 7.03 merely because it is embraced by more general ------------ information. In any such case set forth in Section 7.03(a), (b), (c), and (d), --------------- --- --- --- the receiving Party shall keep confidential and not disclose to any third party that any such information was also made available to or acquired by the receiving Party or an Affiliate from the disclosing Party, and such release from the secrecy obligation shall not be considered as a license to make, sell, use or operate under any of the disclosing Party's proprietary rights. 7.04 The receiving Party shall limit access to the Confidential Information disclosed to it to those employees of the receiving Party or an Affiliate who reasonably require the same and who are under a legal obligation of confidentiality on the terms set forth in Section 7.01 and Section 7.03. The ------------ ------------ receiving Party shall be responsible to the disclosing Party for the performance by its employees of their confidentiality obligations. The receiving Party shall keep a record of any Confidential Information marked "Limited Access" and the identity of each employee who has access to Confidential Information so marked. The receiving Party shall inform the other Party of the identity of each such employee within 30 days of disclosure. 7.05 In the event that a Party which is recipient of Confidential Information from the other Party is requested or required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any such Confidential Information, the receiving Party shall provide the disclosing Party with prompt written notice of such request or requirement prior to making the requested disclosure, and shall cooperate with the disclosing Party so that the disclosing Party may seek a protective order or other appropriate remedy or, if the disclosing Party so elects, waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information which the disclosing Party is advised by counsel is legally required to be disclosed. 7.06 The Parties agree that they will each take all actions and execute all documents, and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 7 or to assist each other in securing protection --------- of intellectual property and Confidential Information referenced in this Article ------- 7. 7.07 With respect to any catalyst furnished by Licensor to Licensee or Syntroleum for use by Licensee at the Licensed PlantFacilities, Licensee will not, and Licensee will not allow any other person to, analyze, break down, reverse engineer or otherwise seek to determine the chemical composition, except for loss on ignition and bulk density, of any such catalyst, except that Licensee shall be entitled to (a) perform analyses that Licensor may from time to time specifically authorize in writing, to the extent required for monitoring the performance of the Licensed Plant Facilities and for regeneration, reclamation or disposal of spent catalysts, such authorization not to be unreasonably withheld, and (b) provide results of the aforementioned analyses to other parties to the extent required for regeneration, reclamation or disposal of spent catalysts, but only after such other parties have entered into an agreement with Licensor in a form attached hereto as Exhibit B. B of the attached Site License Agreement. --------- Licensor will be provided with a copy of all such --------- analyses which has been approved in writing prior to release to other parties. 8. ASSIGNMENT -------------- 8.01 Subject to Section 8.02, this Agreement shall not be assigned by ------------- Licensee without the prior written consent of the Licensor, which consent will not be unreasonably withheld, except that Licensee may, upon written notice to Licensor, assign this Agreement to a department, bureau, division, agency or similar governmental entity that is a part and under the control of Licensee. Under no circumstances shall this Agreement be assigned to Exxon Corporation, Royal Dutch Shell or Sasol Limited. 8.02 Licensee may assign this Agreement to any corporation or authority which is wholly-owned by Licensee. 9.