Common use of Proprietary Technology Clause in Contracts

Proprietary Technology. Owner understands that Operator (or one or more of its Affiliates) is the owner of a license from Danish Biogas Technology, A.S. (“DBT”) granting Operator and its Affiliates significant and valuable intellectual property rights in the technology used in certain portions of the Facility (the “License”). Owner represents, warrants and covenants that neither it nor its employees, agents or assignees will reverse-engineer, analyze, evaluate, investigate, decompile or otherwise attempt to ascertain the chemical compositions, mechanical operations, software programming, hardware components, engineering know-how or functionality of those portions or elements of a Facility that incorporate DBT’s proprietary technology or any of Operator’s ancillary technologies. Owner agrees that it will honor all reasonable security measures and access restrictions imposed by Operator or DBT from time to time to protect its intellectual property rights in the technology at the Facility. Without limited the foregoing obligations, Owner agrees that all information regarding the mechanical operations, software programming, hardware components, engineering know-how or functionality of the Facility based on or derived from the technology which is the subject of the License (“Proprietary Information”) is confidential and proprietary to Operator and DBT. Owner will not disclose any Proprietary Information to any person or entity or use the same for any purposes (other than in the exercise of its rights and performance of its obligations under this Agreement and the operation of the Facility), unless and until such Proprietary Information has become public knowledge without fault by Owner. Notwithstanding the foregoing, Owner may disclose Proprietary Information to the extent that it is compelled to do so by law or legal process (including, without limitation, in connection with obtaining or maintaining any permit), provided that the Owner gives Operator prior written notice of its intention to make such a disclosure and affords Operator an opportunity to seek confidential treatment or an appropriate protective order for such Proprietary Information. Owner acknowledges that a violation of this Section 25 would cause irreparable harm to Operator, its Affiliates and DBT and that money damages alone would be insufficient to compensate Operator, its Affiliates or DBT for such harm. Accordingly, in addition to any other remedies they may have at law or in equity, Operator, its Affiliates and DBT shall be entitled to temporary and permanent injunctive relief, including temporary restraining orders, preliminary and permanent injunctions and orders of specific performance to enforce the obligations of this Section 25 without the necessity of proving actual damages or posting a bond.