Common use of Ownership of Intellectual Property; Royalties and License Fees Clause in Contracts

Ownership of Intellectual Property; Royalties and License Fees. (a) All Proprietary Intellectual Property of Operating Company shall remain exclusively the property of the Operating Company, notwithstanding any delivery of copies thereof to the Concessionaire. Upon the expiration or earlier termination of, or any assignment by the Operating Company of its rights under, this Agreement for any reason whatsoever, the Concessionaire and the Department shall have a nonexclusive, nontransferable, irrevocable fully paid up license to use the Proprietary Intellectual Property of the Operating Company solely in connection with the Project. The Concessionaire shall not at any time sell any such Proprietary Intellectual Property or use or allow any party to use any such Proprietary Intellectual Property for any purpose whatsoever other than in connection with the Project. The Concessionaire shall not disclose any Proprietary Intellectual Property of Operating Company (other than to contractors, subcontractors, employees, attorneys and agents in connection with the Project who agree to be bound by any confidentiality obligations of the Concessionaire relating thereto) and the Concessionaire shall enter into a confidentiality agreement reasonably requested by the Operating Company with respect to any such Proprietary Intellectual Property. The Operating Company shall continue to have a full and complete right to use any and all duplicates or other originals of its Proprietary Intellectual Property in any manner it chooses. (b) The Operating Company agrees that the Department shall have the right to purchase from the Operating Company a nonexclusive, nontransferable, irrevocable, fully paid up license to use the Proprietary Intellectual Property of Operating Company on any other tolled state highway owned and operated by the Department or other State agency on commercially reasonable terms. (c) With respect to any Proprietary Intellectual Property owned by a Person other than the Operating Company, Concessionaire or the Department, the Operating Company shall obtain from such owner, concurrently with execution of any contract, subcontract or purchase order with such owner, for Concessionaire and the Department, nonexclusive, nontransferable, irrevocable, fully paid up (other than with respect to ongoing maintenance and support fees) licenses to use such Proprietary Intellectual Property solely in connection with the Project, of at least identical scope, purpose, duration and applicability as the licenses granted by Section 8.03(a) above. The Operating Company shall use commercially reasonable efforts to obtain from such owner a right in favor of the Department to purchase from such owner a nonexclusive, nontransferable, irrevocable, fully paid up(other than with respect to ongoing maintenance and support fees) license to use such owner’s Proprietary Intellectual Property on any other tolled state highway owned and operated by the Department or other State agency on commercially reasonable terms. The limitations on sale and disclosure by Operating Company set forth in Section 8.03(a) above shall also apply to the Operating Company’s, Concessionaire’s and the Department s licenses in such Proprietary Intellectual Property. (d) The Operating Company’s name and/or other trademarks, service marks and tradenames owned by the Operating Company (the “Operating Company Marks”) may appear on some of the Project-related assets, including supplies, materials, stationery and similar consumable items on the last day of the term hereof. The Parties agree that the Operating Company shall remain the owner of the Operating Company Marks at the end of the term hereof, and the Operating Company may remove, at its expense, the Operating Company Marks prior to the end of the term. The Concessionaire acknowledges and agrees that it shall have no right, title, interest or license in the Operating Company Marks. (e) The Operating Company shall comply with the Concessionaire’s reasonable direction, and agrees to execute further agreements as may be required, in order that the Operating Company and Concessionaire, as applicable, may fulfill their obligations under Section 18.06 of the ARCA.

Ownership of Intellectual Property; Royalties and License Fees. (a) All Proprietary Intellectual Property of Operating Company shall remain exclusively the property of the Operating Company, notwithstanding any delivery of copies thereof to the Concessionaire. Upon the expiration or earlier termination of, or any assignment by the Operating Company of its rights under, this Agreement for any reason whatsoever, the Concessionaire and the Department shall have a nonexclusive, nontransferable, irrevocable fully paid up license to use the Proprietary Intellectual Property of the Operating Company solely in connection with the Project. The Concessionaire shall not at any time sell any such Proprietary Intellectual Property or use or allow any party Person to use any such Proprietary Intellectual Property for any purpose whatsoever other than in connection with the Project. The Concessionaire shall not disclose any Proprietary Intellectual Property of Operating Company (other than to contractors, subcontractors, employees, attorneys and agents in connection with the Project who agree to be bound by any confidentiality obligations of the Concessionaire relating thereto) and the Concessionaire shall enter into a confidentiality agreement reasonably requested by the Operating Company with respect to any such Proprietary Intellectual Property. The Operating Company shall continue to have a full and complete right to use any and all duplicates or other originals of its Proprietary Intellectual Property in any manner it chooses. (b) The Operating Company agrees that the Department shall have the right to purchase from the Operating Company a nonexclusive, nontransferable, irrevocable, fully paid up license to use the Proprietary Intellectual Property of Operating Company on any other tolled state highway owned and operated by the Department or other State agency on commercially reasonable terms. (c) With respect to any Proprietary Intellectual Property owned by a Person other than the Operating Company, Concessionaire or the Department, the Operating Company shall use commercially reasonable efforts to obtain from such owner, concurrently with execution of any contract, subcontract or purchase order with such owner, for Concessionaire and the Department, nonexclusive, nontransferable, irrevocable, fully paid up (other than with respect to ongoing maintenance and support fees) licenses to use such Proprietary Intellectual Property solely in connection with the Project, of at least identical scope, purpose, duration and applicability as the licenses granted by Section 8.03(a) above; provided, however, Operating Company shall not contract with any Person from whom such a license is not provided without Concessionaire’s written consent. The Operating Company shall use commercially reasonable efforts to obtain from such owner a right in favor of the Department to purchase from such owner a nonexclusive, nontransferable, irrevocable, fully paid up(other up (other than with respect to ongoing maintenance and support fees) license to use such owner’s Proprietary Intellectual Property on any other tolled state highway owned and operated by the Department or other State agency on commercially reasonable terms. The limitations on sale and disclosure by Operating Company set forth in Section 8.03(a) above shall also apply to the Operating Company’s, Concessionaire’s and the Department s licenses in such Proprietary Intellectual Property. (d) The Operating Company’s name and/or other trademarks, service marks and tradenames owned by the Operating Company (the “Operating Company Marks”) may appear on some of the Project-related assets, including supplies, materials, stationery and similar consumable items on the last day of the term hereof. The Parties agree that the Operating Company shall remain the owner of the Operating Company Marks at the end of the term hereof, and the Operating Company may remove, at its expense, the Operating Company Marks prior to the end of the term. The Concessionaire acknowledges and agrees that it shall have no right, title, interest or license in the Operating Company Marks. (e) The Operating Company shall comply with the Concessionaire’s reasonable direction, and agrees to execute further agreements as may be required, in order that the Operating Company and Concessionaire, as applicable, may fulfill their obligations under Section 18.06 of the ARCACA.

Ownership of Intellectual Property; Royalties and License Fees. (a) All Proprietary Intellectual Property of Operating Company shall remain exclusively the property of the Operating Company, notwithstanding any delivery of copies thereof to the Concessionaire. Upon the expiration or earlier termination of, or any assignment by the Operating Company of its rights under, this Agreement for any reason whatsoever, the Concessionaire and the Department shall have a nonexclusive, nontransferable, irrevocable fully paid up license to use the Proprietary Intellectual Property of the Operating Company solely in connection with the Project. The Concessionaire shall not at any time sell any such Proprietary Intellectual Property or use or allow any party to use any such Proprietary Intellectual Property for any purpose whatsoever other than in connection with the Project. The Concessionaire shall not disclose any Proprietary Intellectual Property of Operating Company (other than to contractors, subcontractors, employees, attorneys and agents in connection with the Project who agree to be bound by any confidentiality obligations of the Concessionaire relating thereto) and the Concessionaire shall enter into a confidentiality agreement reasonably requested by the Operating Company with respect to any such Proprietary Intellectual Property. The Operating Company shall continue to have a full and complete right to use any and all duplicates or other originals of its Proprietary Intellectual Property in any manner it chooses. (b) The Operating Company agrees that the Department shall have the right to purchase from the Operating Company a nonexclusive, nontransferable, irrevocable, fully paid up license to use the Proprietary Intellectual Property of Operating Company on any other tolled state highway owned and operated by the Department or Departmentor other State agency on commercially reasonable terms. (c) With respect to any Proprietary Intellectual Property owned by a Person other than the Operating Company, Concessionaire or the orthe Department, the Operating Company shall obtain from such owner, concurrently with execution of any contract, subcontract or purchase order with such owner, for Concessionaire and the andthe Department, nonexclusive, nontransferable, irrevocable, fully paid up (other than with respect to ongoing maintenance and support fees) licenses to use such Proprietary Intellectual Property solely in connection with the Project, of at least identical scope, purpose, duration and applicability as the licenses granted by Section 8.03(a) above. The Operating Company shall use commercially reasonable efforts to obtain from such owner a right in favor of the Department to Departmentto purchase from such owner a nonexclusive, nontransferable, irrevocable, fully paid up(other than with respect to ongoing maintenance and support fees) license to use such owner’s Proprietary Intellectual Property on any other tolled state highway owned and operated by the Department or Departmentor other State agency on commercially reasonable terms. The limitations on sale and disclosure by Operating Company set forth in Section 8.03(a) above shall also apply to the Operating Company’s, Concessionaire’s and the Department s licenses in such Proprietary Intellectual Property. (d) The Operating Company’s name and/or other trademarks, service marks and tradenames owned by the Operating Company (the “Operating Company Marks”) may appear on some of the Project-related assets, including supplies, materials, stationery and similar consumable items on the last day of the term hereof. The Parties agree that the Operating Company shall remain the owner of the Operating Company Marks at the end of the term hereof, and the Operating Company may remove, at its expense, the Operating Company Marks prior to the end of the term. The Concessionaire acknowledges and agrees that it shall have no right, title, interest or license in the Operating Company Marks. (e) The Operating Company shall comply with the Concessionaire’s reasonable direction, and agrees to execute further agreements as may be required, in order that the Operating Company and Concessionaire, as applicable, may fulfill their obligations under Section 18.06 of the ARCA.