Common use of Existing Information Clause in Contracts

Existing Information. 7.01 Each Party grants to the other Party (hereinafter "Licensed Party") a personal, irrevocable except if terminated under Article 13.02 non transferable and non-exclusive right to use its Existing Information solely for sale of the Existing Netr▇ ▇▇▇duct and manufacture and sale of the Feeder Product. The aforesaid right to use Existing Information for the manufacture of the Feeder Product includes the right to communicate portions of the Existing Information to suppliers solely for the procurement by the Licensed Party of Products, materials, manufacturing facilities, parts and components, described in such Existing Information, for use in manufacture in accordance with each Supplemental Agreement, provided that such suppliers agree in writing to fully comply with all Existing Information confidentiality obligations and restrictions hereunder. Other terms and conditions of the license may be indicated in each relevant SA. 7.02 No ownership interest in the Existing Information or any portion thereof is transferred or conveyed to the Licensed Party hereunder. 7.03 Each Party undertakes to comply with the applicable laws and regulations of the other Party's country, including the U.S. Foreign Corrupt Practices Act. In particular, the Licensed Party hereby assures the other Party that it does not intend to and will not knowingly without the prior written consent, if required, of the Office of Export Licensing of the U.S. Department of Commerce, P.O. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ America, transmit directly or indirectly: (i) any information obtained from the other Party pursuant to this Agreement; or (ii) any Product (including processes and services) produced directly by the use of such Existing Information; or (1) the countries specified in Supplemental No. 1 to Part 770 of the Export Administration Regulations issued by the U.S. Department of Commerce or (2) any national or resident of the foregoing countries. 7.04 Promptly upon completion of the validation of the Feeder Product Release 1 or immediately in the event of termination by Italtel pursuant to Article 13.02 (a) or (b) all Existing Information as well as any other information necessary for manufacturing, the Feeder Product shall be lodged by Netr▇ ▇▇ an Escrow Account by an Escrow Bank, to be jointly indicated by the Parties. Such information will be updated in a timely manner with information related to any subsequent modification to the Feeder Product. Upon reaching a cumulative amount of purchase of Products of [***] [***] from NETR▇ ▇▇ in the event of termination by Italtel under clause 13.04 (a) and (c) Italtel, in order to exploit its right to manufacture the Feeder Product, pursuant to Article 4.03 of the relevant SA, will have the right to obtain on first demand such Existing Information as well as all the other the information put in the Escrow Account. Following expiration/termination of this Agreement each Party shall be entitled to use the Existing Information of the other Party only in accordance with the provisions of Article 13.04. hereof. Italtel shall bear the fees of establishing and maintaining this Escrow Account.

Existing Information. 7.01 Each Party grants to the other Party (hereinafter "Licensed Party") a personal, irrevocable except if terminated under Article 13.02 non transferable and non-exclusive right to use its Existing Information solely for sale of the Existing Netr▇ ▇▇▇duct and manufacture and sale of the Feeder Product. The aforesaid right to use Existing Information for the manufacture of the Feeder Product includes the right to communicate portions of the Existing Information to suppliers solely for the procurement by the Licensed Party of Products, materials, manufacturing facilities, parts and components, described in such Existing Information, for use in manufacture in accordance with each Supplemental Agreement, provided that such suppliers agree in writing to fully comply with all Existing Information confidentiality obligations and restrictions hereunder. Other terms and conditions of the license may be indicated in each relevant SA. 7.02 No ownership interest in the Existing Information or any portion thereof is transferred or conveyed to the Licensed Party hereunder. 7.03 Each Party undertakes to comply with the applicable laws and regulations of the other Party's country, including the U.S. Foreign Corrupt Practices Act. In particular, the Licensed Party hereby assures the other Party that it does not intend to and will not knowingly without the prior written consent, if required, of the Office of Export Licensing of the U.S. Department of Commerce, P.O. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ America, transmit directly or indirectly: (i) any information obtained from the other Party pursuant to this Agreement; or (ii) any Product (including processes and services) produced directly by the use of such Existing Information; or (1) the countries specified in Supplemental No. 1 to Part 770 of the Export Administration Regulations issued by the U.S. Department of Commerce or (2) any national or resident of the foregoing countries.U.S. 7.04 Promptly upon completion of the validation of the Feeder Product Release 1 or immediately in the event of termination by Italtel pursuant to Article 13.02 (a) or (b) all Existing Information as well as any other information necessary for manufacturing, the Feeder Product shall be lodged by Netr▇ ▇▇ an Escrow Account by an Escrow Bank, to be jointly indicated by the Parties. Such information will be updated in a timely manner with information related to any subsequent modification to the Feeder Product. Upon reaching a cumulative amount of purchase of Products of [***] [***] from NETR▇ ▇▇ in the event of termination by Italtel under clause 13.04 (a) and (c) Italtel, in order to exploit its right to manufacture the Feeder Product, pursuant to Article 4.03 of the relevant SA, will have the right to obtain on first demand such Existing Information as well as all the other the information put in the Escrow Account. Following expiration/termination of this Agreement each Party shall be entitled to use the Existing Information of the other Party only in accordance with the provisions of Article 13.04. hereof. Italtel shall bear the fees of establishing and maintaining this Escrow Account.