Common use of POSCO Power Obligations Clause in Contracts

POSCO Power Obligations. Subject to the exercise by POSCO Power of its rights in the FCE Technology under Article II, all written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving party within thirty (30) days of its oral disclosure) which FCE discloses to POSCO Power as a result of the provisions of this Agreement, whether contained in blueprints, drawings, written reports, letters or memoranda, process descriptions, operating procedures and other written data, shall be treated as confidential unless (a) such information shall have been in the possession POSCO Power prior to its receipt from the FCE, (b) such information is or becomes part of the public knowledge or literature through no fault of POSCO Power, or (c) such information shall otherwise become available to POSCO Power from a source other than FCE, said source not being violative of any obligation of secrecy with respect to such information. Information which is so considered to be confidential shall be held by POSCO Power for its sole benefit and used only in accordance with this Agreement; provided that POSCO Power may share proprietary or confidential information with POSCO Affiliates for the purpose set forth in Section 2.1(a)(iii) above; and, further provided, that POSCO Power shall cause POSCO Affiliates to restrict the use so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with POSCO Affiliates. POSCO Power shall use all reasonable efforts to prevent the use of all or any part of such confidential information belonging to FCE in any other connection or the transmission thereof to third parties unless and until it has first obtained the written consent of FCE specifically authorizing such use or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third Party. The Parties agree that such information shall be held in confidence in accordance with the terms of the third Party confidentiality agreement. No Party shall be obligated to divulge third Party confidential information to the other Party. POSCO Power shall require, as a condition precedent to any agreement for any FCE Product or POSCO Product sale, lease, or other similar transaction, that the purchaser, lessor or customer for such transaction must agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this agreement by the non-breaching party.

POSCO Power Obligations. Subject POSCO Power shall indemnify and hold harmless FCE and its affiliates, officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that arise out of or relate to the exercise (i) any breach by POSCO Power of its rights in the FCE Technology representations or warranties or covenants under Article II, all written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving party within thirty (30) days of its oral disclosure) which FCE discloses to POSCO Power as a result of the provisions of this Agreement, whether contained in blueprints(ii) any claim, drawings, written reports, letters action or memoranda, process descriptions, operating procedures and other written data, shall be treated as confidential unless (a) such information shall have been in proceeding that arises from defects caused by the possession manufacture by POSCO Power prior to its receipt from the FCE, (b) such information is or becomes part of the public knowledge or literature through no fault POSCO Affiliates of POSCO PowerModules, or (ciii) such information shall otherwise become available to any claim, action or proceeding that arises from defects caused by the servicing by POSCO Power from a source other than FCEor POSCO Affiliates of the FCE Products; provided, said source not being violative however, that FCE must promptly notify POSCO Power in writing of any such claim, action or proceeding (but the failure to do so shall not relieve POSCO Power of any liability hereunder except to the extent that POSCO Power has been materially prejudiced therefrom). POSCO Power may elect, by written notice to FCE within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to FCE. If POSCO Power does not so elect to assume such defense or disputes its indemnity obligation of secrecy with respect to such information. Information which is so considered to be confidential shall be held by claim, action or proceeding, or if FCE reasonably believes that there are conflicts of interest between FCE and POSCO Power for or that additional defenses are available to FCE with respect to such defense, then FCE shall retain its sole benefit and used only in accordance with this Agreement; provided that own counsel to defend such claim, action or proceeding, at POSCO Power may share proprietary or confidential information with POSCO Affiliates for the purpose set forth in Section 2.1(a)(iii) above; and, further provided, that POSCO Power shall cause POSCO Affiliates to restrict the use so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with POSCO AffiliatesPower’s defense. POSCO Power shall use all reasonable efforts reimburse FCE for expenses as these are incurred under this Section. FCE shall have the right, at its own expense, to prevent participate in the use defense of all any claim, action or proceeding against which it is indemnified hereunder; provided, however, that FCE shall have no right to control the defense, consent to judgment or agree to settle any part of such confidential information belonging to FCE in any other connection claim, action or the transmission thereof to third parties unless and until it has first obtained proceeding without the written consent of POSCO Power unless FCE specifically authorizing waives its right to indemnity hereunder. POSCO Power, in the defense of any such use claim, action or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third Party. The Parties agree that such information shall be held in confidence in accordance proceeding, except with the terms written consent of the third Party confidentiality agreement. No Party FCE, shall be obligated not consent to divulge third Party confidential information to the other Party. POSCO Power shall requireentry of any judgment or enter into any settlement which (i) does not include, as a condition precedent to any agreement for any FCE Product or POSCO Product salean unconditional term, lease, or other similar transaction, that the purchaser, lessor or customer for such transaction must agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this agreement grant by the non-breaching partyclaimant to FCE of a release of all liabilities in respect of such claims or (ii) otherwise adversely affects the rights of FCE.

POSCO Power Obligations. Subject to the exercise by POSCO Power of its rights in the FCE Technology under Article II, all All written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving party Party within thirty (30) days of its oral disclosure) which FCE discloses to POSCO Power as a result of the provisions of this Agreement, whether contained in blueprints, drawings, written reports, letters or memoranda, process descriptions, operating procedures and other written data, shall be treated as confidential unless (a) such information shall have been in the possession POSCO Power prior to its receipt from the FCE, (b) such information is or becomes part of the public knowledge or literature through no fault of POSCO Power, or (c) such information shall otherwise become available to POSCO Power from a source other than FCE, said source not being violative of any obligation of secrecy with respect to such information. Information which is so considered to be confidential shall be held by POSCO Power for its sole benefit and used only in accordance with this Agreement; provided that POSCO Power may share proprietary or confidential information with POSCO Affiliates for the purpose set forth in Section 2.1(a)(iii) above; and, further provided, that POSCO Power shall cause POSCO Affiliates to restrict the use so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with POSCO Affiliates. POSCO Power shall use all reasonable efforts to prevent the use of all or any part of such confidential information belonging to FCE in any other connection or the transmission thereof to third parties unless and until it has first obtained the written consent of FCE specifically authorizing such use or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third Party. The Parties agree that such information shall be held in confidence in accordance with the terms of the third Party confidentiality agreement. No Party shall be obligated to divulge third Party party confidential information to the other Party. POSCO Power shall require, as a condition precedent to any agreement for any FCE Product or POSCO Product sale, lease, or other similar transaction, that the purchaser, lessor or customer for such transaction must agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this agreement by the non-breaching partyParty.

POSCO Power Obligations. Subject POSCO Power shall indemnify and hold harmless FCE and its affiliates, officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that arise out of or relate to the exercise (i) any breach by POSCO Power of its rights in the FCE Technology representations or warranties or covenants under Article II, all written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving party within thirty (30) days of its oral disclosure) which FCE discloses to POSCO Power as a result of the provisions of this Agreement, whether contained in blueprints(ii) any claim, drawings, written reports, letters action or memoranda, process descriptions, operating procedures and other written data, shall be treated as confidential unless (a) such information shall have been in proceeding that arises from defects caused by the possession manufacture by POSCO Power prior to its receipt from the FCE, (b) such information is or becomes part of the public knowledge or literature through no fault POSCO Affiliates of POSCO PowerProducts or POSCO Parts, or (ciii) such information shall otherwise become available to any claim, action or proceeding that arises from defects caused by the servicing by POSCO Power from a source other than FCEor POSCO Affiliates of the FCE Products; provided, said source not being violative however, that FCE must promptly notify POSCO Power in writing of any such claim, action or proceeding (but the failure to do so shall not relieve POSCO Power of any liability hereunder except to the extent that POSCO Power has been materially prejudiced therefrom). POSCO Power may elect, by written notice to FCE within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to FCE. If POSCO Power does not so elect to assume such defense or disputes its indemnity obligation of secrecy with respect to such information. Information which is so considered to be confidential shall be held by claim, action or proceeding, or if FCE reasonably believes that there are conflicts of interest between FCE and POSCO Power for or that additional defenses are available to FCE with respect to such defense, then FCE shall retain its sole benefit and used only in accordance with this Agreement; provided that own counsel to defend such claim, action or proceeding, at POSCO Power may share proprietary or confidential information with POSCO Affiliates for the purpose set forth in Section 2.1(a)(iii) above; and, further provided, that POSCO Power shall cause POSCO Affiliates to restrict the use so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with POSCO AffiliatesPower’s defense. POSCO Power shall use all reasonable efforts to prevent the use of all or any part of such confidential information belonging to reimburse FCE in any other connection or the transmission thereof to third parties unless and until it has first obtained the written consent of FCE specifically authorizing such use or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third Party. The Parties agree that such information shall be held in confidence in accordance with the terms of the third Party confidentiality agreement. No Party shall be obligated to divulge third Party confidential information to the other Party. POSCO Power shall require, for expenses as a condition precedent to any agreement for any FCE Product or POSCO Product sale, lease, or other similar transaction, that the purchaser, lessor or customer for such transaction must agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this agreement by the non-breaching party.these are incurred under this

POSCO Power Obligations. Subject POSCO Power shall indemnify and hold harmless FCE and its affiliates, officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that arise out of or relate to the exercise (i) any breach by POSCO Power of its rights in the FCE Technology representations or warranties or covenants under Article II, all written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving party within thirty (30) days of its oral disclosure) which FCE discloses to POSCO Power as a result of the provisions of this Agreement, whether contained in blueprints(ii) any claim, drawings, written reports, letters action or memoranda, process descriptions, operating procedures and other written data, shall be treated as confidential unless (a) such information shall have been in proceeding that arises from defects caused by the possession manufacture by POSCO Power prior to its receipt from the FCE, (b) such information is or becomes part of the public knowledge or literature through no fault POSCO Affiliates of POSCO PowerProducts or POSCO Parts, or (ciii) such information shall otherwise become available to any claim, action or proceeding that arises from defects caused by the servicing by POSCO Power from a source other than FCEor POSCO Affiliates of the FCE Products; provided, said source not being violative however, that FCE must promptly notify POSCO Power in writing of any such claim, action or proceeding (but the failure to do so shall not relieve POSCO Power of any liability hereunder except to the extent that POSCO Power has been materially prejudiced therefrom). POSCO Power may elect, by written notice to FCE within ten (10) days after receiving notice of such claim, action or proceeding to assume the defense thereof with counsel acceptable to FCE. If POSCO Power does not so elect to assume such defense or disputes its indemnity obligation of secrecy with respect to such information. Information which is so considered to be confidential shall be held by claim, action or proceeding, or if FCE reasonably believes that there are conflicts of interest between FCE and POSCO Power for or that additional defenses are available to FCE with respect to such defense, then FCE shall retain its sole benefit and used only in accordance with this Agreement; provided that own counsel to defend such claim, action or proceeding, at POSCO Power may share proprietary or confidential information with POSCO Affiliates for the purpose set forth in Section 2.1(a)(iii) above; and, further provided, that POSCO Power shall cause POSCO Affiliates to restrict the use so as to be consistent with the terms of this Agreement and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with POSCO AffiliatesPower’s defense. POSCO Power shall use all reasonable efforts reimburse FCE for expenses as these are incurred under this Section. FCE shall have the right, at its own expense, to prevent participate in the use defense of all any claim, action or proceeding against which it is indemnified hereunder; provided, however, that FCE shall have no right to control the defense, consent to judgment or agree to settle any part of such confidential information belonging to FCE in any other connection claim, action or the transmission thereof to third parties unless and until it has first obtained proceeding without the written consent of POSCO Power unless FCE specifically authorizing waives its right to indemnity hereunder. POSCO Power, in the defense of any such use claim, action or transmission. The Parties understand that information may be provided which is subject to a confidentiality agreement with a third Party. The Parties agree that such information shall be held in confidence in accordance proceeding, except with the terms written consent of the third Party confidentiality agreement. No Party FCE, shall be obligated not consent to divulge third Party confidential information to the other Party. POSCO Power shall requireentry of any judgment or enter into any settlement which (i) does not include, as a condition precedent to any agreement for any FCE Product or POSCO Product salean unconditional term, lease, or other similar transaction, that the purchaser, lessor or customer for such transaction must agree to accept the terms of this paragraph, including the requirement for any subsequent purchaser to accept the terms of this paragraph. Any breach of the confidentiality provisions of this paragraph may be considered material breach of this agreement grant by the non-breaching partyclaimant to FCE of a release of all liabilities in respect of such claims or (ii) otherwise adversely affects the rights of FCE.