Common use of Maskworks Clause in Contracts

Maskworks. 8.2.3.1. Sections 8.2.1 and 8.2.2 of this Project Statement notwithstanding, Aquantia shall own the mask works for the Aquantia Product and [*] Product (each referred to as “Mask Works”) 8.2.3.2. The Mask Works may include trade secrets of Intel. In addition and not in lieu of any obligation of confidentiality imposed by the Agreement with respect to Intel Confidential Information, Aquantia will not disclose or otherwise make any part of Mask Works available, in any form, to any person other than Aquantia employees whose job performance requires such access consistent with the exercise of Aquantia’s licenses under Section 8.3.3 of this Project Statement. Aquantia agrees to instruct all such employees on these obligations with respect to use, copying, protection, and confidentiality of Mask Works. 8.2.3.3. Upon written consent by Intel, Aquantia may deliver the Mask Works to Aquantia subcontractors approved by Intel in writing for the purpose of exercising Aquantia’s rights under Section 8.3.3 of this Project Statement under an obligation of confidentiality at least as protective as that set forth in Section 12 of the Agreement. In the event of the termination of the Agreement, except for breach by Aquantia, pursuant to Aquantia exercising its rights under Section 8.3.3.4 Aquantia may deliver the Mask Works to a mask or wafer fabrication subcontractor approved by Intel in writing, provided Aquantia complies with the conditions in Section 8.5 below. Intel consents to the Mask Works being provided to [*]. 8.2.3.4. Aquantia may not assign, sublicense, lease, or in any other way transfer or disclose Mask Works to any third party or reproduce or distribute any part of the Mask Works except as expressly provided in this Project Statement.