Common use of OPTIONAL SERVICE PERIOD Clause in Contracts

OPTIONAL SERVICE PERIOD. 20.2.1 During an Optional Service Period, the Transporter hereby grants Project Co an irrevocable, non-exclusive, royalty free, non-sub-licensable (save as otherwise permitted in this Clause 20.2), non-transferable licence to use all Service Information and Service Intellectual Property for the sole and exclusive purpose of engaging one or more Persons to provide the Services or services similar or ancillary to the Services for the duration of such Optional Service Period, including the right to grant sub-licences to such one or more Persons solely and exclusively to provide the Services or services similar or ancillary to the Services under this Agreement for the duration of such Optional Service Period, provided that Project Co shall ensure that any Person that receives Service Information and/or Service Intellectual Property pursuant to this Clause 20.2.1 shall have entered into a confidentiality agreement that is reasonably acceptable to the Transporter. 20.2.2 In respect of any sub-licence or licence granted under this Clause 20.2, Project Co: (A) shall, and shall use all reasonable endeavours to procure that any sub-licensee shall, comply with all reasonable directions of the Transporter with respect to the use of the Service Information and the Service Intellectual Property so licensed; and (B) undertakes, at the reasonable request of the Transporter, to, and shall use all reasonable endeavours to procure that any sub-licensee shall, execute all such documents and do all reasonable acts within their capacity which may be necessary to bring into effect or confirm the terms of any such sub-licence or licence. 20.2.3 As between the Parties, all Service Information or Service Intellectual Property made, invented, developed, created, conceived, or otherwise modified by Project Co or any sub-licensee during an Optional Service Period shall automatically vest in, and be the property of, the Transporter. 20.2.4 At the end of an Optional Service Period, at the reasonable request of the Transporter, Project Co shall, and shall use all reasonable endeavours to procure that any sub-licensee shall: (A) provide to the Transporter originals of all documents and other materials in any form in its possession or control bearing or embodying any of the Service Information or Service Intellectual Property so licensed in accordance with this Clause 20.2; and (B) at the option of the Transporter acting reasonably permanently erase or destroy all copies thereof.

OPTIONAL SERVICE PERIOD. 20.2.1 During an Optional Service Period, the Transporter hereby grants Project Co an irrevocable, non-exclusive, royalty free, non-sub-licensable (save as otherwise permitted in this Clause 20.2), non-transferable licence to use all Service Information and Service Intellectual Property for the sole and exclusive purpose of engaging one or more Persons to provide the Services or services similar or ancillary to the Services for the duration of such Optional Service Period, including the right to grant sub-licences to such one or more Persons solely and exclusively to provide the Services or services similar or ancillary to the Services under this Agreement for the duration of such Optional Service Period, provided that Project Co shall ensure that any Person that receives Service Information and/or Service Intellectual Property pursuant to this Clause 20.2.1 shall have entered into a confidentiality agreement that is reasonably acceptable to the Transporter. 20.2.2 In respect of any sub-licence or licence granted under this Clause 20.2, Project Co: (A) shall, and shall use all commercially reasonable endeavours efforts to procure that any sub-licensee shall, comply with all reasonable directions of the Transporter with respect to the use of the Service Information and the Service Intellectual Property so licensed; and (B) undertakes, at the reasonable request of the Transporter, to, and shall use all commercially reasonable endeavours efforts to procure that any sub-licensee shall, execute all such documents and do all reasonable acts within their capacity which may be necessary to bring into effect or confirm the terms of any such sub-licence or licence. 20.2.3 As between the Parties, all Service Information or Service Intellectual Property made, invented, developed, created, conceived, or otherwise modified by Project Co or any sub-licensee during an Optional Service Period shall automatically vest in, and be the property of, the Transporter. 20.2.4 At the end of an Optional Service Period, at the reasonable request of the Transporter, Project Co shall, and shall use all commercially reasonable endeavours efforts to procure that any sub-licensee shall: (A) provide to the Transporter originals of all documents and other materials in any form in its possession or control bearing or embodying any of the Service Information or Service Intellectual Property so licensed in accordance with this Clause 20.2; and (B) at the option of the Transporter acting reasonably permanently erase or destroy all copies thereof.