Common use of Title and Responsibility Clause in Contracts

Title and Responsibility. 27.1 Except for any proprietary processes of the Contractor listed in Appendix A – SSG Scope of Work, all of the Work shall belong to the Owner, and accordingly the Contractor shall have no proprietary right or interest in the Work. The Contractor shall not use, copy or disclose any of the Owner’s Requirements or the Work for any purpose other than performing the Work. Subject to the foregoing, the Contractor may retain for its own records a copy of the plans and specifications. 27.2 Notwithstanding Section 27.1, where a technology, process or work method belongs to, or is developed by the Contractor or Subcontractor, the proprietary rights to that technology, process or work method shall remain with the Contractor or Subcontractor, except where it has been created or developed or ownership of it has been acquired (a) during the term of this Contract and within the scope of the Work, (b) for the purposes of the Project or the Work or (c) based on the Owner’s Requirements or Confidential Information provided by the Owner. Where proprietary rights remain with a party other than the Owner, then the Owner and its assignees shall, and are hereby granted, the right and irrevocable license without charge to have, retain and use information in respect thereof, for the purpose of the Work and the operation, repair, maintenance, re-building or renovation of the Work or any portion thereof. Nothing contained in this Contract shall be construed as limiting or depriving Contractor of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Contract. 27.3 Notwithstanding Section 27.1, or any other provision of the Contract, the Contractor shall be responsible for possession of the Engineering Services until received by the Owner. If the Engineering Services, or any part thereof is lost, damaged or destroyed prior to receipt by the Owner, then the Engineering Services, or portion thereof, as applicable, shall be promptly redone and replaced by the Contractor, at its expense, unless the loss, damage, or destruction was caused by the Owner or persons for whom in Law it is responsible. 27.4 Notwithstanding Section 27.1, the design and engineering, including drawings, specifications, and computer software, prepared by Contractor as part of the Work are not intended to be modified or represented to be suitable for reuse on extensions of the Project or any other project. Any such modification or reuse without prior written approval, and verification or adaptation by Contractor for the specific purpose intended, will be a breach of the license granted by Contractor under Section 28.4, and will be at Owner’s sole risk and without liability or legal exposure to Contractor. 27.5 The title to all Work completed or in the course of construction at the Work Site and all Goods, except tools and equipment owned or rented by the Contractor or Subcontractors and not intended to be incorporated into the Work, shall become the property of the Owner upon the earlier of payment by the Owner on account thereof or delivery to the Work Site. 27.6 Notwithstanding the provisions of Section 27.5, until the Owner has issued a Functional Completion Certificate, a Substantial Completion Certificate or a Final Completion Notice, whichever is earlier, the Contractor shall retain all risk with respect to and be responsible for: (a) all items supplied by the Contractor or its Subcontractors which are to be incorporated into the Work or used in performance of the Work; (b) all items supplied by the Owner to the Contractor for incorporation into the Work or for use in performing the Work; (c) all temporary structures or facilities used in the performance of the Work; and (d) any Work completed or in progress. 27.7 No materials, supplies or equipment incorporated into the Work shall be subject to any general security agreement, chattel mortgage, financing contract or other agreement by which an interest therein is retained by the seller, or any other party. 27.8 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Contractor makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed original drawings will govern.

Title and Responsibility. 27.1 Except for any proprietary processes of the Contractor listed in Appendix A – SSG Scope of WorkOwner’s Requirements, all of the Work shall belong to the Owner, and accordingly the Contractor shall have no proprietary right or interest in the Work. The Contractor shall not use, copy or disclose any of the Owner’s Requirements or the Work for any purpose other than performing the Work. Subject to the foregoing, the Contractor may retain for its own records a copy of the plans and specifications. 27.2 . Notwithstanding Section 27.1, where a technology, process or work method belongs to, or is developed by the Contractor or SubcontractorSubcontractor and is not the result of Confidential Information provided by the Owner, the proprietary rights to that technology, process or work method shall remain with the Contractor or Subcontractor, except where it has been created or developed or ownership of it has been acquired (a) during the term of this Contract and within the scope of the Work, (b) for the purposes of the Project or the Work or (c) based on the Owner’s Requirements or Confidential Information provided by the Owner. Where proprietary rights remain with a party other than the Owner, then the Owner and its assignees shall, and are hereby granted, the right and irrevocable license without charge to have, retain and use information in respect thereof, for the purpose of the Work and the operation, repair, maintenance, re-building or renovation of the Work or any portion thereof. Nothing contained in this Contract shall be construed as limiting or depriving Contractor of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Contract. 27.3 Notwithstanding Section 27.1, or any other provision of the Contract, the Contractor shall be responsible for possession of the Engineering Services until received by the Owner. If the Engineering Services, or any part thereof is lost, damaged or destroyed prior to receipt by the Owner, then the Engineering Services, or portion thereof, as applicable, shall be promptly redone and replaced by the Contractor, at its expense, unless the loss, damage, or destruction was caused by the Owner or persons for whom in Law it is responsible. 27.4 Notwithstanding . Subject to the Owner’s rights under Section 27.116.5, the design and engineeringOwner agrees that it shall not: sell to third parties the Engineering Services, including drawings, specifications, and computer software, prepared by Contractor except as part of the Work are not intended to be modified or represented to be suitable for reuse on extensions sale of the Project Project; use the Engineering Services to build other facilities, plants or any other project. Any such modification structures of a similar nature or reuse without prior written approvalpurpose; or distribute the Engineering Services, and verification or adaptation by Contractor to third parties except for the specific purpose intendedof operating, will be a breach of maintaining, repairing or replacing, re-building or renovating the license granted by Contractor under Section 28.4, and will be at Owner’s sole risk and without liability property encompassing or legal exposure relating to Contractor. 27.5 the Work, or, for the purpose of performing other work directly related to the Work. The title to all Work completed or in the course of construction at the Work Site and all Goods, except tools and equipment owned or rented by the Contractor or Subcontractors and not intended to be incorporated into the Work, shall become the property of the Owner upon the earlier of payment by the Owner on account thereof or delivery to the Work Site. 27.6 . Notwithstanding the provisions of Section 27.5, until the Owner has issued a Functional Completion Certificate, a Substantial Completion Certificate or a Final Completion Notice, whichever is earlier, the Contractor shall retain all risk with respect to and be responsible for: (a) : all items supplied by the Contractor or its Subcontractors which are to be incorporated into the Work or used in performance of the Work; (b) ; all items supplied by the Owner to the Contractor for incorporation into the Work or for use in performing the Work; (c) ; all temporary structures or facilities used in the performance of the Work; and (d) and any Work completed or in progress. 27.7 . No materials, supplies or equipment incorporated into the Work shall be subject to any general security agreement, chattel mortgage, financing contract or other agreement by which an interest therein is retained by the seller, or any other party. 27.8 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Contractor makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed original drawings will govern.

Title and Responsibility. 27.1 Except for 8.1 Title to all property comprising the Work (including work in process) shall pass to the Owner at the earliest possible moment in time. Without limiting the generality of the foregoing, the Contractor shall use commercially reasonable efforts to cause title to Goods and Procured Goods to pass to Owner when such items arrive at the Work Site. To the extent the Contractor now has or will ever have title in and to the Work, Facility or any proprietary processes part of the Work or Facility, the Contractor hereby assigns, transfers and conveys all of its right, interest and title in and to such Work and Facility, and every part of the Work and Facility, to the Owner, as such title, rights and interests vest in the Contractor. Notwithstanding the foregoing, to the extent any such assignment, transfer or conveyance will violate a requirement of the Contractor’s lenders that 75% of the fair market value of goods must be received by or on account of the Contractor listed before title may be transferred to such goods, the transfer of title in Appendix A – SSG Scope such goods will be delayed until the Contractor is in compliance with such lender requirement. 8.2 Until the Total Completion Date, the Contractor shall bear the risk of Workloss and full responsibility for the costs of replacement, all repair or reconstruction resulting from any damage to or destruction of the Work Facility (or any portion thereof) or any materials, equipment, tools and supplies, which are purchased for permanent installation in or for use during construction of the Facility regardless of whether the Owner has title thereto under this Contract, provided that in the event such loss or damage is a result of the negligence or intentional misconduct of the Owner, its employees, agents and contractors (excluding the Contractor), in which event the Owner shall belong be responsible with respect to any losses covered by the builder’s risk insurance for up to the permitted deductible applicable thereto. 8.3 Except for the Critical Equipment, the Contractor shall use reasonable commercial efforts to include in its subcontracts a provision expressly for the benefit of the Owner providing that title to any Procured Goods, shall pass directly to the Owner, and accordingly not to the Contractor. 8.4 The Contractor shall ensure that the title to any and all Goods and those Procured Goods supplied by the Contractor shall have no proprietary right shall, upon transfer of title to the Owner, be free from any and all claims, liens, charges, encumbrances or interest in the Work. security interests of any kind whatsoever. 8.5 The Contractor shall not use, copy or disclose any of the Owner’s Requirements or the Work for any purpose other than performing the Work. Subject to the foregoing, the Contractor may retain for its own records a copy of the plans and specificationsspecifications for the Project. 27.2 Notwithstanding Section 27.1, where a technology, process or work method belongs to, or is developed by the Contractor or Subcontractor, the proprietary rights to that technology, process or work method shall remain with the Contractor or Subcontractor, except where it has been created or developed or ownership of it has been acquired (a) during the term of this Contract and within the scope of the Work, (b) for the purposes of the Project or the Work or (c) based on the Owner’s Requirements or Confidential Information provided by the Owner. Where proprietary rights remain with a party other than the Owner, then the Owner and its assignees shall, and are hereby granted, the right and irrevocable license without charge to have, retain and use information in respect thereof, for the purpose of the Work and the operation, repair, maintenance, re-building or renovation of the Work or any portion thereof. Nothing contained in this Contract shall be construed as limiting or depriving Contractor of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Contract. 27.3 Notwithstanding Section 27.1, or any other provision of the Contract, the Contractor shall be responsible for possession of the Engineering Services until received by the Owner. If the Engineering Services, or any part thereof is lost, damaged or destroyed prior to receipt by the Owner, then the Engineering Services, or portion thereof, as applicable, shall be promptly redone and replaced by the Contractor, at its expense, unless the loss, damage, or destruction was caused by the Owner or persons for whom in Law it is responsible. 27.4 Notwithstanding Section 27.1, the design and engineering, including drawings, specifications, and computer software, prepared by Contractor as part of the Work are not intended to be modified or represented to be suitable for reuse on extensions of the Project or any other project. Any such modification or reuse without prior written approval, and verification or adaptation by Contractor for the specific purpose intended, will be a breach of the license granted by Contractor under Section 28.4, and will be at Owner’s sole risk and without liability or legal exposure to Contractor. 27.5 The title to all Work completed or in the course of construction at the Work Site and all Goods, except tools and equipment owned or rented by the Contractor or Subcontractors and not intended to be incorporated into the Work, shall become the property of the Owner upon the earlier of payment by the Owner on account thereof or delivery to the Work Site. 27.6 Notwithstanding the provisions of Section 27.5, until the Owner has issued a Functional Completion Certificate, a Substantial Completion Certificate or a Final Completion Notice, whichever is earlier, the Contractor shall retain all risk with respect to and be responsible for: (a) all items supplied by the Contractor or its Subcontractors which are to be incorporated into the Work or used in performance of the Work; (b) all items supplied by the Owner to the Contractor for incorporation into the Work or for use in performing the Work; (c) all temporary structures or facilities used in the performance of the Work; and (d) any Work completed or in progress. 27.7 8.6 No materials, supplies or equipment incorporated into the Work shall be subject to any general security agreement, chattel mortgage, financing contract or other agreement by which an interest therein is retained by the seller, or any other party. 27.8 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Contractor makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed original drawings will govern.

Title and Responsibility. ‌ 27.1 Except for any proprietary processes of the Contractor listed in Appendix A – SSG Scope of WorkOwner’s Requirements, all of the Work shall belong to the Owner, and accordingly the Contractor shall have no proprietary right or interest in the Work. The Contractor shall not use, copy or disclose any of the Owner’s Requirements or the Work for any purpose other than performing the Work. Subject to the foregoing, the Contractor may retain for its own records a copy of the plans and specifications.specifications.‌ 27.2 Notwithstanding Section 27.1, where a technology, process or work method belongs to, or is developed by the Contractor or SubcontractorSubcontractor and is not the result of Confidential Information provided by the Owner, the proprietary rights to that technology, process or work method shall remain with the Contractor or Subcontractor, except where it has been created or developed or ownership of it has been acquired (a) during the term of this Contract and within the scope of the Work, (b) for the purposes of the Project or the Work or (c) based on the Owner’s Requirements or Confidential Information provided by the Owner. Where proprietary rights remain with a party other than the Owner, then the Owner and its assignees shall, and are hereby granted, the right and irrevocable license without charge to have, retain and use information in respect thereof, for the purpose of the Work and the operation, repair, maintenance, re-building or renovation of the Work or any portion thereof. Nothing contained in this Contract shall be construed as limiting or depriving Contractor of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Contract. 27.3 Notwithstanding Section 27.1, or any other provision of the Contract, the Contractor shall be responsible for possession of the Engineering Services until received by the Owner. If the Engineering Services, or any part thereof is lost, damaged or destroyed prior to receipt by the Owner, then the Engineering Services, or portion thereof, as applicable, shall be promptly redone and replaced by the Contractor, at its expense, unless the loss, damage, or destruction was caused by the Owner or persons for whom in Law it is responsible. 27.4 Notwithstanding Subject to the Owner’s rights under Section 27.116.5, the design and engineeringOwner agrees that it shall not: (a) sell to third parties the Engineering Services, including drawings, specifications, and computer software, prepared by Contractor except as part of the Work are sale of the (b) use the Engineering Services to build other facilities, plants or structures of a similar nature or purpose; or [NTD: The COAA Contracts Committee could not intended reach consensus on this sub- clause. Generally speaking, the Owners could not agree to this sub-clause as drafted. On the other hand, the Contractors were concerned that there may be modified liability or represented to be suitable for reuse on extensions defence costs associated with the use of the Project or any Contractor’s documents on projects not part of this Contract. The COAA Contracts Committee discussed drafting a provision stating that the Owner could use the Engineering Services on other project. Any such modification or reuse without prior written approvalprojects and the Contractor would not be liable, and verification or adaptation by Contractor but could not reach consensus on an indemnification for the specific Contractor arising from third party claims.] (c) distribute the Engineering Services, to third parties except for the purpose intendedof operating, will be a breach of maintaining, repairing or replacing, re-building or renovating the license granted by Contractor under Section 28.4, and will be at Owner’s sole risk and without liability property encompassing or legal exposure relating to Contractorthe Work, or, for the purpose of performing other work directly related to the Work. 27.5 The title to all Work completed or in the course of construction at the Work Site and all Goods, except tools and equipment owned or rented by the Contractor or Subcontractors and not intended to be incorporated into the Work, shall become the property of the Owner upon the earlier of payment by the Owner on account thereof or delivery to the Work Site.Site.‌ 27.6 Notwithstanding the provisions of Section 27.5, until the Owner has issued a Functional Completion Certificate, a Substantial Completion Certificate or a Final Completion Notice, whichever is earlier, the Contractor shall retain all risk with respect to and be responsible for: (a) all items supplied by the Contractor or its Subcontractors which are to be incorporated into the Work or used in performance of the Work; (b) all items supplied by the Owner to the Contractor for incorporation into the Work or for use in performing the Work; (c) all temporary structures or facilities used in the performance of the Work; and (d) any Work completed or in progress. 27.7 No materials, supplies or equipment incorporated into the Work shall be subject to any general security agreement, chattel mortgage, financing contract or other agreement by which an interest therein is retained by the seller, or any other party. 27.8 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Contractor makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed original drawings will govern.