Common use of Intellectual Property and Confidentiality Clause in Contracts

Intellectual Property and Confidentiality. (a) Except for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

Intellectual Property and Confidentiality. (a) Except for 7.1. As between eToro and the aforesaid Buyer-furnished EquipmentAffiliate, the Trading Platform, eToro Brands, the creative materials of eToro, all royalties demographic and licensing other information relating to any Lead and/or Customer (including Lead/Customer Data), and engineering fees required all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of eToro or otherwise related to the Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, the “eToro’s Property“), are and shall remain the sole and exclusive property of eToro and eToro shall retain all rights, title and interest in and to eToro’s Property and all Intellectual Property Rights derived therefrom (including all derivations and modifications made thereto). To the extent that the ownership of any of eToro’s Property does not automatically vest in eToro by virtue of this Agreement, or otherwise, the Affiliate hereby transfers and assigns to eToro, upon the creation thereof, all rights, title and interest the Affiliate may have in and/or to such eToro’s Property, including the right to xxx and recover for incorporating patented features or proprietary articles into past, present and future violations thereof. 7.2. Without derogating from the Vessel generality of any provision of this Agreement, it is hereby clarified that eToro shall be paid by permitted, both during the Builderterm of this Agreement and/or following the termination and/or expiration of the Agreement, to use, any information related to the Leads and/or Customers (including the Leads/Customer Data), and to provide any services to the Lead/Customers, and that the Affiliate shall not have claim and/or right with respect thereto, other than the right to receive the Fees pursuant to the terms of this Agreement. The Builder It is further clarified that the Lead/Customer Data shall indemnify be deemed as eToro’s sole and save exclusive proprietary information and property and shall be deemed as eToro’s Confidential Information. 7.3. Under no circumstances during the Buyer harmless from all claimsTerm hereof and thereafter shall the Affiliate assert or contest any ownership rights in and to the Trading Platform and/or eToro Brands and/or eToro’s Property and/or the Intellectual Property Rights derived therefrom in any action or proceeding of whatever kind or nature, damages and costs nor shall the Affiliate take any action that may prejudice or adversely affect eToro’s rights in the Trading Platform and/or eToro Brands and/or eToro’s Property and/or the Intellectual Property Rights therein (including any fees and expenses incurred registration of eToro Brands in defense thereof) resulting from any alleged patent, trademark or trade the name infringement based upon the design, construction or use of the Vessel Affiliate). The Affiliate may not do anything to render such Intellectual Property Rights generic, weaken its validity or diminish its associated goodwill. Upon termination of this Agreement, all of the rights granted to the Affiliate hereunder shall terminate and all rights shall revert to eToro without the taking of any action on the part thereof furnished of either party. 7.4. The Affiliate shall maintain suitable copyright and trademark notices throughout the Affiliate Websites (such notices shall also appear on the other referral platforms) that shall conform in all respects to eToro’s copyright and trademark requirements. eToro may include some or all of the Affiliate Trademarks in its own marketing and promotional materials. 7.5. The parties hereby acknowledge and agree that from time to time before, during and after the Term hereof, either party may have access to or become acquainted with the Confidential Information of the other party. Both the Affiliate and eToro shall use their best efforts to protect each other’s Confidential Information from improper disclosure and will not, during or after the Term of this Agreement or thereafter, directly or indirectly, use or disclose any such Confidential Information to any person, firm or corporation for any reason or purpose whatsoever, nor shall either party, for itself or in any representative or other capacity, utilize any such Confidential Information in any manner for its own account or the account of others, except in connection with its performance under this Agreement. 7.6. eToro shall have the right to mention the existence of this Agreement (but not its terms) in its respective marketing materials, public announcements or as a reference for future customers. This right is given on the condition that: (i) any such marketing materials accurately reflect the nature of the business relationship created by this Agreement, and (ii) any such marketing materials do not disclose any of the Affiliate’s Confidential Information pursuant to the terms set forth in this Article 7. Any press releases or public statements regarding this Agreement by the Builder, its suppliers or subcontractors. The Buyer Affiliate shall notify require the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the BuildereToro as to content and release date, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel withheld or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived themdelayed. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

Intellectual Property and Confidentiality. (a) Except for a. SUPPLIER shall not make any unauthorized use of any third party intellectual property or incorporate or otherwise use any unauthorized third party intellectual property in the aforesaid Buyer-furnished EquipmentARTICLES provided to XXXXXXX. SUPPLIER represents and warrants that neither the ARTICLES nor the sale thereof covered by this Purchase Order will infringe upon or violate any trademarks, all royalties and licensing and engineering fees required for incorporating patented features patents, copyright or proprietary articles into the Vessel shall be paid by the Builderother legal rights of third parties. The Builder shall SUPPLIER agrees to indemnify and save the Buyer XXXXXXX harmless from and against any and all claims, liability, loss, costs, attorneys’ fees, expenses and damages and costs (including any fees and expenses incurred in defense thereof) resulting due to or arising from any such alleged patentinfringement or violation. b. All specifications, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof data and other information furnished by the Builder, XXXXXXX or its suppliers or subcontractors. The Buyer agents is confidential and shall notify the Builder of any such claim of which the Buyer has notice, be treated by SUPPLIER as confidential and the Builder shall assume the responsibility proprietary and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party other person or used for any purpose other than provided herein performing this contract, unless SUPPLIER obtains written permission from XXXXXXX to do so. Any such information shall be returned to XXXXXXX after completion of performance by SUPPLIER hereunder or when requested by XXXXXXX. All such information or other intellectual property of XXXXXXX shall remain the exclusive property of XXXXXXX and no license thereto to SUPPLIER shall be implied hereunder (except as necessary to perform its obligations hereunder, and then solely for the benefit of XXXXXXX). c. SUPPLIER shall not publish any information developed under this Purchase Order, nor disclose, confirm, or deny any details about the existence or subject matter of this Purchase Order, or use XXXXXXX’x name in connection with SUPPLIER’s sales promotion or publicity without the prior written consent approval of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this ArticleXXXXXXX.

Intellectual Property and Confidentiality. (a) Except for 7.1. As between eToro and the aforesaid Buyer-furnished EquipmentPartner, the Trading Platform, eToro Brands, the creative materials of eToro, all royalties demographic and licensing other information relating to any Lead and/or Customer (including Lead/Customer Data), and engineering fees required all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of eToro or otherwise related to the Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, the “eToro’s Property“), are and shall remain the sole and exclusive property of eToro and eToro shall retain all rights, title and interest in and to eToro’s Property and all Intellectual Property Rights derived therefrom (including all derivations and modifications made thereto). To the extent that the ownership of any of eToro’s Property does not automatically vest in eToro by virtue of this Agreement, or otherwise, the Partner hereby transfers and assigns to eToro, upon the creation thereof, all rights, title and interest the Partner may have in and/or to such eToro’s Property, including the right to xxx and recover for incorporating patented features or proprietary articles into past, present and future violations thereof. 7.2. Without derogating from the Vessel generality of any provision of this Agreement, it is hereby clarified that eToro shall be paid by permitted, both during the Builderterm of this Agreement and/or following the termination and/or expiration of the Agreement, to use, any information related to the Leads and/or Customers (including the Leads/Customer Data), and to provide any services to the Lead/Customers, and that the Partner shall not have claim and/or right with respect thereto, other than the right to receive the Fees pursuant to the terms of this Agreement. The Builder It is further clarified that the Lead/Customer Data shall indemnify be deemed as eToro’s sole and save exclusive proprietary information and property and shall be deemed as eToro’s Confidential Information. 7.3. Under no circumstances during the Buyer harmless from all claimsTerm hereof and thereafter shall the Partner assert or contest any ownership rights in and to the Trading Platform and/or eToro Brands and/or eToro’s Property and/or the Intellectual Property Rights derived therefrom in any action or proceeding of whatever kind or nature, damages and costs nor shall the Partner take any action that may prejudice or adversely affect eToro’s rights in the Trading Platform and/or eToro Brands and/or eToro’s Property and/or the Intellectual Property Rights therein (including any fees and expenses incurred registration of eToro Brands in defense thereof) resulting from any alleged patent, trademark or trade the name infringement based upon the design, construction or use of the Vessel Partner). The Partner may not do anything to render such Intellectual Property Rights generic, weaken its validity or diminish its associated goodwill. Upon termination of this Agreement, all of the rights granted to the Partner hereunder shall terminate and all rights shall revert to eToro without the taking of any action on the part thereof furnished of either party. The Partner shall maintain suitable copyright and trademark notices throughout the Partner Websites (such notices shall also appear on the other referral platforms) that shall conform in all respects to eToro’s copyright and trademark requirements. eToro may include some or all of the Partner Trademarks in its own marketing and promotional materials. 7.4. The parties hereby acknowledge and agree that from time to time before, during and after the Term hereof, either party may have access to or become acquainted with the Confidential Information of the other party. Both the Partner and eToro shall use their best efforts to protect each other’s Confidential Information from improper disclosure and will not, during or after the Term of this Agreement or thereafter, directly or indirectly, use or disclose any such Confidential Information to any person, firm or corporation for any reason or purpose whatsoever, nor shall either party, for itself or in any representative or other capacity, utilize any such Confidential Information in any manner for its own account or the account of others, except in connection with its performance under this Agreement. 7.5. eToro shall have the right to mention the existence of this Agreement (but not its terms) in its respective marketing materials, public announcements or as a reference for future customers. This right is given on the condition that: (i) any such marketing materials accurately reflect the nature of the business relationship created by this Agreement, and (ii) any such marketing materials do not disclose any of the Partner’s Confidential Information pursuant to the terms set forth in this Article 7. Any press releases or public statements regarding this Agreement by the Builder, its suppliers or subcontractors. The Buyer Partner shall notify require the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the BuildereToro as to content and release date, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel withheld or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived themdelayed. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

Intellectual Property and Confidentiality. (a) Except for the aforesaid Buyer-furnished EquipmentUnless otherwise agreed to in writing signed by Xxxxxx's duly authorized representative, all royalties right, title and licensing interest in any inventions, developments, improvements or modifications of the Equipment and engineering fees required for incorporating patented features Services made by Seller or proprietary articles into the Vessel Purchaser as a result of this Agreement shall be paid by the Builderexclusively remain with Seller. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the Any design, construction or use of the Vessel or any part thereof furnished by the Builderreports, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has noticeplans, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptionsstandards, calculationsspecifications or other information submitted to Purchaser by Seller (“Seller Documents”) were developed at Seller's expense and shall remain Seller’s exclusive property. Without the express prior written consent of Seller, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore Purchaser shall not to copy or disclose the same or divulge any information contained therein Seller Documents to any third partiesparty, without prior consent of the Builder, which and shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used use them for any purpose other than provided herein to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller Documents are not suitable for use on any other agreement or project and any reuse of Seller Documents without the prior express written consent of Seller will be at the Buyersole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller harmless from any and all claims arising from Purchaser’s reuse of Seller Documents. Builder represents Upon Xxxxxx’s request at any time, Purchaser shall promptly return all Seller Documents. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability and warrants that each Purchaser’s sole remedy for patent infringements of its subcontractorsthe Equipment. Purchaser shall defend, vendors indemnify and employees involved hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's compliance with Purchaser's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the construction operation of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Articleany process.

Intellectual Property and Confidentiality. (a) Except for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

Intellectual Property and Confidentiality. (a) Except 15.1 All draw ings, models, equipment, technical specif ications and all other documents and items provided by Company to Supplier in relat ion to the performance of the Agreement, shall remain Company’ s property and must be returned by Supplier promptly upon expiration or termination of the Agreement at Supplier’ s cost. Any Intellectual Property Rights relat ing to the aforementioned draw ings, models, equipment and specif ications shall remain Company’ s exclusive propert y and may only be used by Supplier for the aforesaid Buyer-furnished Equipmentperformance of this Agreement in accordance w ith its terms. 15.2 Any Intellectual Property Rights in the Goods and in any draw ings, models, equipment, technical specif ications and other document s, developed, designed or made in the perf ormance of this Agreement shall become Company’ s exclusive propert y, and Supplier undertakes to assist Company at any t ime either during or after the perf ormance of the Agreement, to execute all royalties document s, make all applications, give all assist ance and licensing do all acts and engineering fees required for incorporating patented features things as may be necessary or proprietary articles into desirable to vest any Intellectual Propert y Rights in, and to regist er them in, the Vessel name of the Company. Supplier shall have no rights w ith respect to the aforement ioned Intellectual Property Rights. 15.3 If cont rary to clause 15.2 it has been agreed that specif ic draw ings, models and designs shall remain the property of Supplier, and the Intellectual Propert y Rights to or in such items shall be paid vested in Supplier, Supplier hereby grants Company a perpet ual w orldw ide, exclusive, royalty-f ree, transferable license to use said Intellectual Propert y Rights for the use of the Goods, equipment, technical specif ications and other documents developed or produced by Supplier, and/or Services provided by Supplier. 15.4 Supplier shall keep confidential all Company Confidential Informat ion and instruct ions obtained in the Buildercontext of the cooperation w ith the Company, and shall not use same except for the perf ormance of its obligations under the Agreement. The Builder Supplier shall impose the same secrecy obligations on its personnel and/or Subcontractors and Supplier w xxxxxxx vis-à-vis Company that any such part ies w ill keep the Company Confidential Informat ion absolut xxx secret . 15.5 Supplier w xxxxxx s that the Goods and/or Services do not infringe upon any third part y Intellectual Propert y Rights and shall indemnify and save the Buyer keep Company harmless from all claims, damages and costs (including against any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark claim made against Company for actual or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.alleged

Intellectual Property and Confidentiality. 12.1 Except to the extent set forth in Section 12.2, nothing in this Agreement shall be construed to grant to Supplier any right, title or interest in, to or under any Intellectual Property (a) as defined in the Asset Purchase Agreement). The Products shall bear Purchaser's trademark, logo and/or trade dress and such other information as Purchaser selects. Supplier will not use any confusingly similar or colorable imitation of the Intellectual Property. 12.2 During the Term and solely as necessary in connection with Supplier's performance hereunder, Supplier shall have the right to use such patents, trademarks and tradenames of Purchaser as are necessary to manufacture the Products and perform the Engineering Services purchased by Purchaser hereunder in conformity with the Specifications. Except for the aforesaid Buyer-furnished Equipmentrights described in the preceding sentence, all royalties and licensing and engineering fees required for incorporating patented features nothing in this Section 12.2 or proprietary articles into elsewhere in this Agreement will grant Supplier any right, title or interest in, to or under any Intellectual Property. At no time during or after the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel Term will Supplier or any part thereof furnished by the Builder, of its suppliers Affiliates directly or subcontractors. The Buyer shall notify the Builder of indirectly challenge or assist any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same Person or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose Persons in challenging any of the terms Intellectual Property, Purchaser's right, title and conditions set forth interest therein or the registration thereof, or register or attempt to register any trademarks, marks or tradenames confusingly similar to any of the Intellectual Property. Supplier's use of Purchaser's patents, trademarks and tradenames pursuant to this paragraph shall be of sufficient standards of quality to preserve the goodwill embodied therein. 12.3 Supplier acknowledges that Purchaser possesses trade identity rights in this Contract except as necessary the contrasting combination of a dark bodied portable electronic test instrument and yellow-hued holster or border. In recognition of these trade identity rights, Supplier agrees not to enforce this Contractmanufacture, sell, distribute or promote portable electronic test instruments utilizing a dark body and contrasting yellow-hued holster or border, unless otherwise mutually agreed the instruments are manufactured, sold, distributed or as otherwise required promoted by lawSupplier for Purchaser. During In further recognition of Purchasers trade identity rights, Supplier agrees that all portable electronic test equipment manufactured, sold, distributed or promoted by Supplier after the performance date of work under this Contract it may be necessary for Buyer to make available to Builder technical information Agreement, shall have a total visual image that is designated by Buyer distinctly different from Purchaser's dark-bodied instrument and contrasting yellow-hued holster/border combination. Supplier agrees to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Articleforegoing terms on a worldwide basis.

Intellectual Property and Confidentiality. (a) Except Supplier grants to Nouryon and its affiliates and its and their successors and assigns a perpetual, transferable, royalty free license to practice in connection with the Services any and all intellectual property held by Supplier. Supplier will acquire no right, title, interest or license in any of Nouryon’s or its affiliates’ intellectual property. Supplier shall use Nouryon intellectual property and intellectual property of Nouryon’s affiliates solely and to the extent necessary for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use performance of the Vessel or Services. Supplier shall not disclose any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein Nouryon intellectual property to any third partiesparty. Nouryon’s and its affilates’ intellectual property includes but is not limited to any and all patents, trademarks, copyrights, design rights, database rights, information and knowledge, including without prior consent limitation any processes, parameters, methods, procedures, designs, drawings, specifications, formulations, trade secrets and research and development, obtained by Supplier from or concerning Nouryon or its affiliates or developed by Supplier in the performance of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of Services (including without limitation the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable Deliverables and all patent rights thereto arising under this Contract shall belong to data, information and knowledge embodied in the party which made or conceived themDeliverables). (b) The Parties agree not to disclose any All data or information obtained by Supplier from or concerning Nouryon, whether obtained verbally, in writing or otherwise is and will remain the property of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by lawNouryon. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same Supplier shall not be disclosed disclose said information to any third party party, shall use said information solely for the purpose of performing this Agreement and shall make said information available only to such of its personnel as have a need to know said information for said purpose. Supplier shall not disclose or used for refer to any purpose other than provided herein part of this Agreement in any external communication or in any publication without the prior written consent of Nouryon. Supplier shall not in any way use or cause to be used the Buyername or xxxx Nouryon, or any Nouryon logo or trademark or any xxxx or name resembling them for any purpose including but not limited to advertisements, sales promotion materials or publications of any kind, in each case without the prior written consent of Nouryon. Builder represents and warrants Supplier shall not advertise or publish that each Supplier does business with Nouryon without the prior written consent of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this ArticleNouryon.

Intellectual Property and Confidentiality. If Seller provides to Hollymatic any inventions (awhether or not patentable), devices, technologies, ideas, improvements, processes, systems, software and other works and matters that Seller creates or develops in the course of Seller’s design, development or manufacture of the Goods and all drawings and specifications that Seller provides to Hollymatic (“Intellectual Property”) Except shall be deemed the property of Hollymatic as a work for hire and Hollymatic shall have all rights relating to such work product. Seller assigns, and agrees to assign, to Hollymatic all right, title and interest that Seller now has or in the future acquires in the Intellectual Property. All specifications, documents, artwork, or drawings delivered to Seller by Hollymatic, and any other non-public information Hollymatic discloses to Seller (the “Confidential Information”), remain Hollymatic’s property. The information is provided to Seller solely for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use purpose of Seller’s performance of the Vessel or any part thereof furnished by Order and on the Builder, its suppliers or subcontractors. The Buyer shall notify express condition that neither the Builder of any such claim of which Order nor the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which or provided in connection therewith shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or others nor used for any purpose other than provided herein in connection with the Order without Hollymatic’s prior express written consent. Hollymatic reserves the prior written consent right to require that Seller return all such information to Hollymatic or destroy it. In the event that Seller is determined by a court of competent jurisdiction to be in breach of this Confidentiality provision, Xxxxxx agrees that it will not be possible to adequately measure the loss suffered by Hollymatic, and that because of the Buyercompetitive nature of the industry, the injury to Hollymatic resulting from a breach of this provision will be irreparable. Builder represents Therefore, Hollymatic will be entitled to a temporary restraining order and warrants that each preliminary and permanent injunctive relief to halt any actual or threatened violation of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical informationthis Confidentiality provision, as designated by Buyerwell as any measurable damages sustained. Seller’s obligations under this paragraph shall survive the cancellation, shall be obligated to Builder as set forth in this Articletermination or other completion of the Order.

Intellectual Property and Confidentiality. (aA) Except Consultant hereby agrees that Company shall be the owner of any and all work product first created during the course of Consultant providing the Services to Company pursuant to this Agreement (the “Work Product”) and that the same shall constitute “works made for hire” (as that term is defined in the United States Copyright Act, as amended) by Consultant because they have been specifically ordered or commissioned from Consultant for use by Company. Consultant hereby acknowledges and agrees that, to the extent any Work Product is not, for whatever reason, deemed to be “works made for hire,” Consultant hereby grants, transfers, conveys, and assigns to Company and its successors and assigns, all of Consultant’s right, title, interest, ownership and all subsidiary rights in and to such Work Product and all trademark, copyrights, trade secret, patent and other intellectual and industrial property rights of whatever nature throughout the world covering or embodied by such Work Product. Consultant covenants and agrees, at Company’s sole cost and expense, to sign such documents and do such things as Company may reasonably require in order to perfect the foregoing assignments and Company’s ownership of the Work Product and all intellectual and industrial property rights covering or embodied by such Work Product. (B) To the extent that Consultant uses or incorporates into any Work Product created in the course of Consultant providing the Services pursuant to this Agreement any works of authorship or other information of any nature compiled, authored, developed or otherwise created by Consultant prior to, or outside the scope of, Consultant providing the Services pursuant to this Agreement (collectively, the “Pre-existing Work Product”), Consultant hereby grants to Company a perpetual, fully-paid, royalty-free, non-exclusive, transferable, assignable and sublicensable right, under any and all trademarks, copyrights, trade secrets, patents and other intellectual and industrial property rights of whatever nature throughout the world covering or embodied by the Pre-existing Work Product, to use such Pre-existing Work Product, in the form incorporated into, and in connection with the use of, the Work Product. (C) For the purposes of this Agreement, the term “Confidential Information” shall mean the Work Product and any information not generally known or available to the public which was obtained from or disclosed to Consultant by or on behalf of Company in the course of Consultant providing the Services to Company pursuant to this Agreement. For so long as Consultant provides Services pursuant to this Agreement, and thereafter for so long as the Confidential Information has not otherwise been publicly disclosed by Company, Consultant agrees that (i) Consultant shall not divulge Confidential Information, directly or indirectly, other than in the course of providing Services to Company pursuant to this Agreement, and (ii) Consultant shall not use, directly or indirectly, any Confidential Information for the aforesaid Buyer-furnished Equipmentbenefit of anyone other than Company without Company’s prior written consent; provided, all royalties and licensing and engineering fees required for incorporating patented features however, that Consultant shall have no obligation, express or proprietary articles into implied, to refrain from using or disclosing to others any Confidential Information which is or hereafter shall become generally available to the Vessel shall be paid by public other than through Consultant’s breach of this Agreement or which Consultant learns of from a person not known to the Builder. The Builder shall indemnify and save Consultant to have a duty of confidentiality to the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights Company with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which such Confidential Information. Pre-existing Work Product shall not constitute Confidential Information unless otherwise expressly agreed by Consultant in writing. In the event Consultant is or may foreseeably be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not compelled to disclose any Confidential Information pursuant to any law, regulation, order of a court of competent jurisdiction or other legal process, Consultant shall give Company prior written notice, reasonable in light of the terms circumstances, of such compelled disclosure and conditions set forth in this Contract except as necessary cooperate, at Company’s sole cost and expense, with Company’s efforts to enforce this Contract, unless obtain a protective order or otherwise mutually agreed prevent or as otherwise required by limit such compelled disclosure under applicable law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Article.

Intellectual Property and Confidentiality. (a) Except Supplier grants to Nouryon and its affiliates and its and their successors and assigns a perpetual, transferable, royalty free license to practice in connection with the Services any and all intellectual property held by Supplier. Supplier will acquire no right, title, interest or license in any of Nouryon’s or its affiliates’ intellectual property. Supplier shall use Nouryon intellectual property and intellectual property of Xxxxxxx’s affiliates solely and to the extent necessary for the aforesaid Buyer-furnished Equipment, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use performance of the Vessel or Services. Supplier shall not disclose any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein Nouryon intellectual property to any third partiesparty. Xxxxxxx’s and its affilates’ intellectual property includes but is not limited to any and all patents, trademarks, copyrights, design rights, database rights, information and knowledge, including without prior consent limitation any processes, parameters, methods, procedures, designs, drawings, specifications, formulations, trade secrets and research and development, obtained by Supplier from or concerning Nouryon or its affiliates or developed by Supplier in the performance of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of Services (including without limitation the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable Deliverables and all patent rights thereto arising under this Contract shall belong to data, information and knowledge embodied in the party which made or conceived themDeliverables). (b) The Parties agree not to disclose any All data or information obtained by Supplier from or concerning Xxxxxxx, whether obtained verbally, in writing or otherwise is and will remain the property of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by lawNouryon. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same Supplier shall not be disclosed disclose said information to any third party party, shall use said information solely for the purpose of performing this Agreement and shall make said information available only to such of its personnel as have a need to know said information for said purpose. Supplier shall not disclose or used for refer to any purpose other than provided herein part of this Agreement in any external communication or in any publication without the prior written consent of Nouryon. Supplier shall not in any way use or cause to be used the Buyername or mark Nouryon, or any Nouryon logo or trademark or any mark or name resembling them for any purpose including but not limited to advertisements, sales promotion materials or publications of any kind, in each case without the prior written consent of Xxxxxxx. Builder represents and warrants Supplier shall not advertise or publish that each Supplier does business with Nouryon without the prior written consent of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this ArticleNouryon.

Intellectual Property and Confidentiality. 18.1 The Supplier warrants that any design, equipment, methods of working and documentation including but not limited to specifications, drawings, reports and publications used or produced by the Supplier in connection with the Services do not infringe any IP Right. 18.2 The Company acknowledges that ownership of all IP Rights used or created under the Contract or in the provision of the Services (aother than pre-existing IP Rights of the Supplier) Except is vested in the Company. The Company grants to the Supplier a non- exclusive, transferable, royalty free, irrevocable and perpetual licence to use such IP Rights for the aforesaid Buyer-furnished Equipmentpurpose of the Supplier supplying the Goods or the Services. 18.3 The Supplier indemnifies the Company for all Loss and expense incurred as a result of a breach of this clause. 18.4 If any of the Goods or Services (or their use) is agreed or held to infringe the rights (including IP Rights) of any third party, all royalties then without prejudice to the operation of the remainder of this clause 18, the Supplier must immediately at its own cost for the Company obtain the right to use or to continue to use the relevant Goods or Services. If the Supplier is unable to obtain such consent, the Supplier must, at its own cost and licensing and engineering fees required for incorporating patented features at the Company’s direction, either replace the infringing Goods or proprietary articles into Services with Goods or Services that do not infringe, or modify the Vessel shall be paid by the Builderinfringing Goods or Services to avoid any infringement. The Builder Supplier shall indemnify have no entitlement to make any claim arising out of compliance with this clause 18.4. 18.5 The Supplier acknowledges that the terms of the Contract are confidential and save agrees not to disclose any information regarding the Buyer harmless from all claims, damages and costs Contract (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other engineering data, information, and specifications, drawings, reports, accounts or other documents concerning supplied or made available by the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong Company to the party which made Supplier for the supply of Goods and/or Services under the Contract), its existence or conceived them. (b) The Parties agree not to disclose any of the its terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for (including by making any purpose other than provided herein media release) without the prior express written consent permission of the Buyer. Builder represents Company. 18.6 Unless otherwise provided in the Purchase Order, all plans, drawings and warrants that each specifications prepared or supplied by or on behalf of the Company, and any patterns made therefrom will be, and remain, the property of the Company and must be used by the Supplier only in the performance of its subcontractorsobligations under the Contract, vendors and employees involved in will be returned to the construction Company by the Supplier on completion of Vessel its obligations, or that have access to confidential technical informationtermination or cancellation of the Contract, as designated by Buyer, shall be obligated to Builder as set forth in this Articlewhichever occurs earlier.

Intellectual Property and Confidentiality. (a) Except The Concessionaire shall: make available to the Government without charge such materials documents and data of any nature acquired or brought Into existence In any manner whatsoever by the Concessionaire as he may reasonably request for the aforesaid Buyer-furnished Equipmentpurposes of exercising his rights or carrying out his duties under this Concession Agreement or carrying out any statutory duty; and use all - reasonable endeavours to make available to the Government such materials and documentation, acquired or brought Into existence by third parties as he reasonably request for the purposes referred to in Clause 28 The Concessionaire: hereby grants the Government a transferable nonexclusive royalty free licence (carrying the right to grant sublicenses) to use the rights to all royalties and licensing any Intellectual Property which may be vested In the Concessionaire; and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of where any such claim Intellectual Property rights are vested in any third party, shall use all reasonable endeavours to procure the grant of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect a like licence to the Specifications, Government for any purpose related to the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, Second Crossing and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair repair, reconstruction and maintenance of both Crossings. The Concessionaire shall indemnify the Vessel Government from and against all claims and proceedings made or to brought during the Concession Period for or on account of infringement of any charterer Intellectual property rights in respect of any plant or machinery and equipment used In connection with the Works or Operations. The Concessionaire may use without charge but without any liability on the part of the Vessel from the Buyer Government, all documents which are or to any purchaser were acquired or brought into existence by or on behalf of the Vessel from Government for the Buyer purposes of the construction or maintenance of the Existing Crossing or the construction of the Second Crossing. Each party shall hold in confidence all documents and other information whether technical or commercial supplied by or on behalf of the other party (including without limitation all documents and information supplied in the course of proceedings under the Disputes Resolution Procedure) and shall not except with the other party’s written authority or as otherwise required by law. All inventions, discoveries law publish or otherwise disclose the same otherwise than for the purposes contemplated by this Concession Agreement provided that the Concessionaire may subject to appropriate confidentiality restrictions pass such documents and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong other information which it is obliged to supply by the party which made or conceived them. (b) The Parties agree not to disclose any terms of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by lawFunding Agreements. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same The Concessionaire shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent authority of the BuyerGovernment publish alone or in conjunction with any other person any articles, or other material relating to any dispute arising under the Concession Agreement nor impart to any radio or television programme any information regarding any such dispute. Builder represents In the event that the Concessionaire does not settle or defend proceedings relating to any infringement or alleged infringement of any of the Intellectual Property then the Government may, at his option have the conduct of the same and warrants the Concessionaire shall, at the request of the Government, co-operate fully with the Government in any such action, claim or proceeding. The Concessionaire shall at the request of the Government execute any document, swear any declaration or oath and do all such things as may be reasonably requested by the Government for the purpose of confirming or registering a licence granted pursuant to Clause 28.2. Clause 28 shall survive the termination of this Concession Agreement irrespective of the reason for termination. The tax regime within which the Concessionaire has prepared the financial proposals appearing in Schedule 2 is that each of its subcontractors, vendors and employees involved in ruling at [DATE]. Each change to the construction of Vessel or that have access to confidential technical information, as designated by Buyer, tax regime shall be obligated to Builder as set forth dealt with in this Article.accordance with the following procedures

Intellectual Property and Confidentiality. (a) Except for a. SUPPLIER shall not make any unauthorized use of any third party intellectual property or incorporate or otherwise use any unauthorized third party intellectual property in the aforesaid Buyer-furnished EquipmentARTICLES provided to XXXXXXX. SUPPLIER warrants that neither the ARTICLES nor the sale of the ARTICLES covered by this Purchase Order will infringe upon or violate any trademarks, all royalties and licensing and engineering fees required for incorporating patented features patents, copyright or proprietary articles into the Vessel shall be paid by the Builderother legal rights of third parties. The Builder shall SUPPLIER agrees to indemnify and save the Buyer XXXXXXX harmless from and against any and all claims, liability, loss, costs, attorneys’ fees, expenses and damages and costs (including any fees and expenses incurred in defense thereof) resulting due to or arising from any such alleged patentinfringement or violation. b. All specifications, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof data and other information furnished by the Builder, XXXXXXX or its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice, agents is confidential and the Builder shall assume the responsibility will be treated by SUPPLIER as confidential and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party other person or used for any purpose other than provided herein performing this Purchase Order, unless SUPPLIER obtains written permission from XXXXXXX to do so. Any such information will be returned to XXXXXXX after completion of performance by SUPPLIER under this Purchase Order or when requested by XXXXXXX. All such information or other intellectual property of XXXXXXX will remain the exclusive property of XXXXXXX and no license thereto to SUPPLIER will be implied under this Purchase Order (except as necessary to perform its obligations under this Purchase Order, and then solely for the benefit of XXXXXXX). c. SUPPLIER shall not publish any information developed under this Purchase Order, nor disclose, confirm, or deny any details about the existence or subject matter of this Purchase Order, or use XXXXXXX’x name in connection with SUPPLIER’s sales promotion or publicity without the prior written consent approval of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this ArticleXXXXXXX.

Intellectual Property and Confidentiality. (a) Except 28.1 The Concessionaire shall: 28.1.1 make available to the Government without charge such materials documents and data of any nature acquired or brought Into existence In any manner whatsoever by the Concessionaire as he may reasonably request for the aforesaid Buyer-furnished Equipmentpurposes of exercising his rights or carrying out his duties under this Concession Agreement or carrying out any statutory duty; and 28.1.2 use all - reasonable endeavours to make available to the Government such materials and documentation, acquired or brought Into existence by third parties as he reasonably request for the purposes referred to in Clause 28 28.2 The Concessionaire: 28.2.1 hereby grants the Government a transferable nonexclusive royalty free licence (carrying the right to grant sublicenses) to use the rights to all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into any Intellectual Property which may be vested In the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of Concessionaire; and 28.2.2 where any such claim Intellectual Property rights are vested in any third party, shall use all reasonable endeavours to procure the grant of which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect a like licence to the Specifications, Government for any purpose related to the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction of the Vessel, Second Crossing and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair repair, reconstruction and maintenance of both Crossings. 28.3 The Concessionaire shall indemnify the Vessel Government from and against all claims and proceedings made or to brought during the Concession Period for or on account of infringement of any charterer Intellectual property rights in respect of any plant or machinery and equipment used In connection with the Works or Operations. 28.4 The Concessionaire may use without charge but without any liability on the part of the Vessel from the Buyer Government, all documents which are or to any purchaser were acquired or brought into existence by or on behalf of the Vessel from Government for the Buyer purposes of the construction or maintenance of the Existing Crossing or the construction of the Second Crossing. 28.5 Each party shall hold in confidence all documents and other information whether technical or commercial supplied by or on behalf of the other party (including without limitation all documents and information supplied in the course of proceedings under the Disputes Resolution Procedure) and shall not except with the other party‟s written authority or as otherwise required by law. All inventions, discoveries law publish or otherwise disclose the same otherwise than for the purposes contemplated by this Concession Agreement provided that the Concessionaire may subject to appropriate confidentiality restrictions pass such documents and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong other information which it is obliged to supply by the party which made or conceived themterms of the Funding Agreements. (b) 28.6 The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same Concessionaire shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent authority of the Buyer. Builder represents Government publish alone or in conjunction with any other person any articles, or other material relating to any dispute arising under the Concession Agreement nor impart to any radio or television programme any information regarding any such dispute. 28.7 In the event that the Concessionaire does not settle or defend proceedings relating to any infringement or alleged infringement of any of the Intellectual Property then the Government may, at his option have the conduct of the same and warrants that each the Concessionaire shall, at the request of its subcontractorsthe Government, vendors co-operate fully with the Government in any such action, claim or proceeding. 28.8 The Concessionaire shall at the request of the Government execute any document, swear any declaration or oath and employees involved in do all such things as may be reasonably requested by the construction Government for the purpose of Vessel confirming or that have access registering a licence granted pursuant to confidential technical information, as designated by Buyer, Clause 28.2. 28.9 Clause 28 shall be obligated to Builder as set forth in survive the termination of this ArticleConcession Agreement irrespective of the reason for termination.

Intellectual Property and Confidentiality. (a) Except for The Parties agree that: the aforesaid Buyer-furnished Equipment, CIE Intellectual Property Rights are and shall remain the property of CIE; and all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) goodwill resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished CIE Intellectual Property Rights under this Agreement shall inure to the benefit of CIE. CIE hereby grants BC a non-exclusive non-transferable royalty-free licence together with a right to sub-licence to the Approved Schools for the duration of their Approval only in the Territory for the term of this Agreement to use the Syllabuses, Assessments and Materials solely for the purposes of exercising its rights and performing its obligations under this Agreement. BC shall ensure that each use by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder BC of any of the CIE Intellectual Property Rights is in a manner approved in advance by CIE and is, where possible, accompanied by an acknowledgement, in a form approved by CIE, that the same forms part of the CIE Intellectual Property Rights. BC shall procure that the Approved Schools shall: not use the names or logos of CIE or The University of Cambridge (“the Trade Marks”) without the prior written approval of CIE and/or BC (as determined in advance by CIE) for each such claim use; ensure that each use of the Trade Marks accurately reproduces the Trade Marks in the form in which the Buyer has notice, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptions, calculations, test results, and other data, information, and documents concerning the design and construction Trade Marks were provided by CIE; ensure that each use of the Vessel, Trade Marks shall be in accordance with the policies and guidelines contained in the Buyer undertakes therefore not CIE marketing materials as amended from time to disclose time; and ensure that the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which Trade Marks shall not be unreasonably withheldused in any way which may suggest or imply that CIE and/or The University of Cambridge endorses or supports any product or service other than the Syllabuses, except where it is necessary for operationAssessments and/or Awards. BC shall not and shall procure that the Approved Schools shall not: use the CIE Intellectual Property Rights (including without limitation the name “Cambridge”), repair and maintenance of the Vessel or other than as expressly provided in this Agreement; make any modifications to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used for any purpose other than provided herein CIE Intellectual Property Rights without the prior written consent of CIE; or use or permit and use of any of the BuyerCIE Intellectual Property Rights in any way which might prejudice their distinctiveness or validity or the goodwill of CIE. Builder represents In the event that CIE issues an amended version of any logo or other marketing materials, BC shall, and warrants shall procure that each the Approved School shall, use such new logo or marketing materials in place of its subcontractorsthe existing logo or marketing materials in accordance with applicable CIE rules and regulations, vendors as amended from time to time. Except as provided in clause 7.2, none of the Parties shall have or acquire any rights under this Agreement in respect of the Intellectual Property Rights or any associated goodwill of the other party. BC shall promptly and employees involved fully notify CIE of any actual, threatened or suspected infringement in the construction Territory of Vessel the CIE Intellectual Property Rights which comes to BC’s notice, and of any claim by any third party coming to its notice that the marketing and/or offering of the Syllabuses, the Assessments, the Awards and/or the Certificates infringes any rights of any third party. BC shall provide CIE with all the information in its possession in relation to such a claim or that have access infringement and shall co-operate with CIE so far as reasonably requested for the purpose of seeking to confidential technical information, as designated resolve such a claim or infringement. All data and other documents and information (other than promotional material) supplied by Buyer, CIE to BC and/or the Approved Schools under this Agreement (“Supplied Material”) shall remain the property of CIE and shall be obligated treated as confidential. BC shall not and shall procure that the Approved Schools shall not during the term of this Agreement or thereafter use any Supplied Material or disclose any Supplied Material to Builder any third party save to the extent as set forth in may be reasonably necessary for the fulfilment of BC ’s duties and obligations under this ArticleAgreement. BC’s obligations under clause 7.10 shall cease to apply to: any Supplied Material which becomes available to the public generally other than through a breach of a duty of confidentiality owed to CIE; any information which BC can prove was rightfully known to BC at the time of receipt from CIE and not subject to any existing obligations of confidentiality; information that was lawfully received from a third party without restriction or breach of obligation; and any disclosure of Supplied Material pursuant to a judicial or other lawful government order.

Intellectual Property and Confidentiality. (a) Except The Seller hereby agrees that the Company shall be the owner of any and all work product (the “Work Product”) and other programming, compilations of data, inventions, discovery, know-how and information of any nature first conceived, discovered, compiled, authored or otherwise developed by the Business Employees during the Term (the “Inventions and Works of Authorship”) and that the same shall constitute “works made for hire” (as that term is defined in the aforesaid Buyer-furnished EquipmentUnited States Copyright Act) by the Business Employees because they have been specifically ordered or commissioned from the Seller and the Business Employees for use by the Company. The Seller hereby acknowledges and agrees that, to the extent any Inventions and Works of Authorship are not, for whatever reason, deemed to be “works made for hire,” the Seller hereby grants, transfers, conveys, and assigns to the Company and its successors and assigns, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the BuilderSeller’s right, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has noticetitle, interest, ownership and all subsidiary rights in and to, and shall cause each of the Builder shall assume the responsibility Business Employees to grant, transfer, convey and defense thereof at the Builder’s expense. The Builder retains all rights with respect assign to the SpecificationsCompany and its successors and assigns all of such Business Employees’ right, title, interest, ownership and all subsidiary rights in and to, the plans Inventions and working drawingsWorks of Authorship and all trademark, technical descriptionscopyrights, calculationstrade secret, test results, patent and other data, information, intellectual and documents concerning industrial property rights of whatever nature throughout the design world covering or embodied by such Inventions and construction Works of the Vessel, and the Buyer undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without prior consent of the Builder, which shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived themAuthorship. (b) The Parties agree not Seller covenants and agrees, without further consideration and at any time whether during or after the Term, to disclose any itself sign such documents and do such things, and to cause each of the terms Business Employees to sign such documents and conditions set forth do such things, as the Company may reasonably require in this Contract except as necessary order to enforce this Contractperfect the foregoing assignments and the Company’s ownership of the Inventions and Works of Authorship, unless and will execute all papers and perform any other lawful acts requested by the Company for the preparation, prosecution, procurement, maintenance, enforcement and defense of any trademark, copyright, trade secret, patent and/or other intellectual or industrial property rights in and for such Inventions and Works of Authorship throughout the world. (c) To the extent that the Seller or the Business Employees use or incorporate into any Inventions and Works of Authorship or other Work Product any programming, compilations of data, inventions, discovery, know-how or information of any nature conceived, discovered, compiled, authored or otherwise mutually agreed developed by the Seller or as the Business Employees prior to the Term, (collectively, the “Pre-existing Inventions and Works”), the Seller hereby grants, and shall cause the Business Employees to grant, to the Company a perpetual, fully-paid, royalty-free, non-exclusive, transferable, assignable and sublicenseable right, under any and all trademarks, copyrights, trade secrets, patents and other intellectual and industrial property rights of whatever nature throughout the world covering or embodied by the Pre-existing Inventions and Works, to make, have made, use, copy, distribute, display, perform, modify, translate, offer to sell, sell, and otherwise required transfer or dispose of such Pre-existing Inventions and Works and any products and services embodying or covered by such trademark, copyright, patent, trade secret and other intellectual and industrial property rights. (d) To the extent permitted by law. During , the performance Seller does hereby irrevocably waive, and shall cause each of work under the Business Employees to irrevocably waive, any and all moral rights or rights of droite morale, including without limitation rights of paternity (i.e., authorship), disclosure, withdrawal (i.e., the right to disclaim authorship in a work) and integrity (i.e., a right to prevent changes to a work), with respect to the Work Product, Inventions and Works of Authorship. (e) The Seller acknowledges and agrees that a breach of this Contract it ‎Section 1.5 by the Seller may cause the Company irreparable harm for which monetary damages alone would be an inadequate remedy and, accordingly, without limiting the remedies to which the Company is entitled at law, the Company may be necessary for Buyer entitled to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence equitable relief, including injunctive relief and same shall not be disclosed to any third party or used for any purpose other than provided herein without the prior written consent of the Buyer. Builder represents and warrants that each of its subcontractors, vendors and employees involved in the construction of Vessel or that have access to confidential technical informationspecific performance, as designated a result of any breach or threatened breach of this ‎Section 1.5 by Buyer, the Seller or any Business Employee. (f) This Section 1.5 shall be obligated to Builder as set forth in survive termination of this ArticleAgreement.

Intellectual Property and Confidentiality. (a) Except for the aforesaid Buyer-furnished EquipmentUnless otherwise agreed to in writing signed by Seller's duly authorized representative, all royalties right, title and licensing interest in any inventions, developments, improvements or modifications of the Equipment and engineering fees required for incorporating patented features Services made by Seller or proprietary articles into the Vessel Purchaser as a result of this Agreement shall be paid by the Builderexclusively remain with Seller. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs (including any fees and expenses incurred in defense thereof) resulting from any alleged patent, trademark or trade name infringement based upon the Any design, construction or use of the Vessel or any part thereof furnished by the Builderreports, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has noticeplans, and the Builder shall assume the responsibility and defense thereof at the Builder’s expense. The Builder retains all rights with respect to the Specifications, the plans and working drawings, technical descriptionsstandards, calculationsspecifications or other information submitted to Purchaser by Seller (“Seller Documents”) were developed at Seller's expense and shall remain Seller’s exclusive property. Without the express prior written consent of Seller, test results, and other data, information, and documents concerning the design and construction of the Vessel, and the Buyer undertakes therefore Purchaser shall not to copy or disclose the same or divulge any information contained therein Seller Documents to any third partiesparty, without prior consent of the Builder, which and shall not be unreasonably withheld, except where it is necessary for operation, repair and maintenance of the Vessel or to any charterer of the Vessel from the Buyer or to any purchaser of the Vessel from the Buyer or as otherwise required by law. All inventions, discoveries and improvements, patentable and unpatentable and all patent rights thereto arising under this Contract shall belong to the party which made or conceived them. (b) The Parties agree not to disclose any of the terms and conditions set forth in this Contract except as necessary to enforce this Contract, unless otherwise mutually agreed or as otherwise required by law. During the performance of work under this Contract it may be necessary for Buyer to make available to Builder technical information that is designated by Buyer to be confidential. Builder shall hold all such information in confidence and same shall not be disclosed to any third party or used use them for any purpose other than provided herein to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller Documents are not suitable for use on any other agreement or project and any reuse of Seller Documents without the prior express written consent of Seller will be at the Buyersole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller harmless from any and all claims arising from Purchaser’s reuse of Seller Documents. Builder represents Upon Seller’s request at any time, Purchaser shall promptly return all Seller Documents. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability and warrants that each Purchaser’s sole remedy for patent infringements of its subcontractorsthe Equipment. Purchaser shall defend, vendors indemnify and employees involved hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's compliance with Purchaser's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the construction operation of Vessel or that have access to confidential technical information, as designated by Buyer, shall be obligated to Builder as set forth in this Articleany process.