Common use of Restricted Access Clause in Contracts

Restricted Access. (a) Buyer agrees that the Facilities themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and (ii) to restrict access to such information as provided in Section 10.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility and no Buyer Default has occurred and is continuing), unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the covering, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. (a) Buyer agrees By choosing restricted access, you are requesting that the Facilities themselves contain Seller’s valuable trade secretslibrary restrict access to all full-text copies of your dissertation – both print and electronic – for a specified period of time. Buyer agrees (i) to restrict Your dissertation will be listed and indexed in the use Emory Library Online Catalog and in the ETD repository, but the content, the full text of such information to matters relating to your thesis or dissertation and any supplementary files, will not be accessible until the Facilities, and (ii) expiration of the restricted access period. If you choose to restrict access to such information as provided in Section 10.3(b). (b) Seller’s Confidential Information the full-text copy of your thesis or dissertation, then you may opt to also restrict access to your abstract or table of contents. You will need to indicate your desire to restrict access to these components of your ETD record during the electronic submission process. If you do not be reproduced without Seller’s prior written consentrestrict access to your abstract and/or table of contents, and following termination of then this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use displayed on the web in the ETD record for your thesis or dissertation even if you have restricted access to the operation full-text copy. ⇧ OR ⇩ ☐ 6 months after my graduation ☐ 1 year after my graduation ☐ 2 years after my graduation I request that the full text of a Facility my thesis or dissertation (and any supplemental files) be published no Buyer Default sooner than: Part 4 – Inclusion of Previously Copyrighted Material I hereby certify that all text, audio-visual, or other material not created by me or for which I no longer control copyright that is included in my submission (a) has occurred and is continuing)been identified in my submission by quotation, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consentif directly quoted, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. (c) Subject to ARTICLE XI and Section 10.2(a) with appropriate source citations; and (b) hereof, • falls within the Facilities are offered for sale and are sold parameters of “Fair Use” as defined by Seller subject to the condition that such sale does not convey any license, expressly US copyright law; or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any • is unambiguously a part of the Facilities, documentation public domain as a matter of law; or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove • is the covering, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior subject of a Facilityproperly documented permission obtained from the entity that owns or controls the copyright in the material. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation I will provide copies of any such permission upon request. Following is a list of the rights set forth items for which I have sought and received written permission from the copyright owners to include in ARTICLE XI hereof, my submission (attach a separate page if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.necessary):

Restricted Access. (a) Buyer agrees that the Facilities Bloom Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in Section 10.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility and no Buyer Default has occurred and is continuing)) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the coveringcovering of any Bloom System, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such FacilityFacility as a result of the termination of this Agreement with respect to such Facility (A) in connection with a Seller Default or (B) in connection with the expiration of the Extended Warranty Period, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components Components as needed or desired; provided that that: (i) No less than thirty (30) calendar days prior to the event of such termination pursuant to subsection (B) above, to the extent Buyer requires any maintenance services for such Facility following such termination, Buyer shall notify Seller of such requirements in writing. If Seller desires to perform such maintenance services, conditions (including, without limitation, the scope of services offered, the price(s) quoted for such services, and the terms of any performance warranties to be provided in connection with such services) pursuant to which it is willing to provide such maintenance services for such Facility, which shall be no less favorable to Buyer than Seller’s standard rates, terms and warranties as of such date. If Buyer declines to engage Seller to perform such services, or the Parties are unable to execute appropriate documentation to reflect such services, Buyer may (subject to clause (ii), below) seek to engage a third party to perform such services, provided, that prior to engaging any such third party to maintain a Facility, Buyer shall provide written notice to Seller of the material terms and conditions on which such third party has offered to provide such service (including, without limitation, (X) the scope of services offered, (Y) the price(s) quoted for such services, and (Z) the terms of any performance warranties to be provided in connection with such services). Seller shall have ten Business Days to notify Buyer if Seller will agree to perform the applicable services for a price not to exceed the quoted amount and otherwise on terms no less favorable to Buyer than those included in the notice required hereunder. If Seller agrees to provide such services, the Parties will negotiate in good faith regarding appropriate documentation to reflect such services. If Seller declines to provide such services, Buyer may engage the applicable third party on terms no more favorable to such third party than those provided in the notice to Seller. (ii) Without in any way limiting the provisions of the foregoing clause (i), Buyer shall in all events use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. (a) Buyer agrees that the Facilities Bloom Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the FacilitiesBloom Systems, and (ii) to restrict access to such information as provided in Section 10.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility Bloom System and no Buyer Default has occurred and is continuing), unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities Bloom Systems are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the FacilitiesBloom Systems, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the covering, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility Bloom System or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a FacilityBloom System. Notwithstanding the foregoing or anything else herein to the contraryforegoing, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility Bloom System is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such FacilityBloom System, Buyer shall be entitled to maintain, or cause a third party to maintain, such FacilityBloom System, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. (a) Buyer agrees SIGA and WYETH-AYERST each agree that any disclosure of the Facilities other party's Confidential Information to any of its officers, employees, consultants or agents or those of any of its Affiliates, licensees and sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement, and shall only be made to persons who are bound by like obligations of confidentiality and limited use. Accordingly, SIGA and WYETH-AYERST, for themselves contain Seller’s valuable trade secretsand their Affiliates, each agree not to disclose Confidential Information to any third parties without prior written approval from the other party except as required in any patent application or patent prosecution, in any application for regulatory approval for testing, manufacture or sale of a Licensed Product subject to this Agreement, or as otherwise required by law, and except as otherwise reasonably required to exercise such party's rights under this Agreement. Buyer agrees (i) to restrict However, before disclosing the use other party's Confidential Information in connection with a patent application, patent prosecution or regulatory application or as otherwise required by law, the disclosing party shall provide a copy of such information to matters relating intended disclosure to the Facilitiesother party. If the other party so requests and where permitted by law or regulation, the disclosing party shall redact such portion of the intended disclosure as reasonably requested. Each party shall take such action, and (ii) shall cause its Affiliates, licensees and sublicensees to restrict access take such action, to such information as provided in Section 10.3(b). (b) Seller’s preserve the confidentiality of each other's Confidential Information will not be reproduced without Seller’s prior written consentas it would customarily take to preserve the confidentiality of its own Confidential Information, and following termination of this Agreement in no event, less than reasonable care. Each party, upon the other's request, will return all copies of such written information will be returned the Confidential Information disclosed to Seller upon written request (not to be made while materials are still of use to the operation of a Facility and no Buyer Default has occurred and is continuing), unless otherwise agreed it by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the covering, not to access the interior or to reverse engineer, or cause or knowingly allow any third other party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior including all copies and extracts of a Facility. Notwithstanding the foregoing or anything else herein to the contrarydocuments, and without limitation within sixty (60) days of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by request following the termination of this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components as needed or desiredAgreement; provided that Buyer shall use commercially reasonable efforts a party may retain Confidential Information of the other party relating to engage a third party to provide any license or right which survives such maintenance that is not a competitor termination and one copy of Seller or its Affiliates all other Confidential Information may be retained in confidential and is not in litigation or other material dispute with Sellerinactive archives solely for the purpose of establishing the contents thereof.

Restricted Access. (a) Buyer agrees that the Facilities Bloom Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the FacilitiesBloom Systems, and (ii) to restrict access to such information as provided in Section 10.3(b6.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility Bloom System and no Buyer Default has occurred and is continuing), unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. (c) Subject to ARTICLE XI Article VII and Section 10.2(a6.2(a) and (b) hereof, the Facilities Bloom Systems are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the FacilitiesBloom Systems, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI Article VII hereof, Buyer agrees not to remove the covering, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility Bloom System or Software provided by Seller. Subject to ARTICLE XI Article VII hereof, and anything contemplated pursuant to this Agreement or the O&M Agreement, only Seller or its authorized representatives may open or access the interior of a FacilityBloom System. Notwithstanding the foregoing or anything else herein to the contraryforegoing, and without limitation of the rights set forth in ARTICLE XI hereofArticle VII hereof and in the Shortfall Event License, if any Facility Bloom System is no longer covered by this the O&M Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such FacilityBloom System, Buyer shall be entitled to maintain, or cause a third party to maintain, such FacilityBloom System, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. Subject to Section 10.8: (a) Buyer agrees that the Facilities Phase 2 New Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in Section 10.3(b8.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility Phase 2 New System and no Buyer Default has occurred and is continuing)) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c) Subject to ARTICLE XI IX, Section 8.2(a), and Section 10.2(a) and (b) hereof8.2(b), the Facilities Phase 2 New Systems are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, 38 DM_US 164459518-11.107145.0012 documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI IX hereof, Buyer agrees not to remove the coveringcovering of any Phase 2 New System, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility Phase 2 New System or Software provided by Seller. Subject to ARTICLE XI IX hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives Representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with SellerPhase 2 New System.

Restricted Access. (a1) Buyer agrees that the Facilities Facilities, to the extent they are fabricated and manufactured by Seller and/or use Seller’s Intellectual Property, themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in this Section 10.3(b)10.2. (b2) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, except to the extent necessary for Buyer to exercise its rights as permitted under this Agreement, and following expiration or termination of this Agreement other than in connection with a Seller Default, all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation and maintenance of a Facility and no that remains subject to this Agreement or to the exercise of other rights of ownership by Buyer Default has occurred and is continuing)pursuant to any Transaction Document) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c3) Subject to ARTICLE XI the Long-Term Agreement and Section 10.2(aSections 10.2(1) and (b2) hereofand Article XI, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does 732259453 19618353 not convey any license, expressly or by implication, under any Seller Intellectual Property, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereofthe Long-Term Agreement and Article XI, Buyer agrees not to intentionally remove the coveringcovering of any Bloom System, not to intentionally access the interior or to reverse engineer, or cause or knowingly allow its Affiliates, subsidiaries and Representatives, or any third party under its control (not including Seller or any Service Provider) to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereofthe Long-Term Agreement and Article XI, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing Actions taken by applicable authorities, including police and fire personnel, by Service Providers, by ESA Customers or anything else herein to the contrary, and their respective representatives (if without limitation Buyer’s Knowledge or if in breach of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered an applicable ESA) or by this Agreement or another agreement between Buyer and Seller Kaiser (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party on its behalf) pursuant to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer Section 5 of Exhibit B of any Kaiser ESA shall use commercially reasonable efforts not be deemed to engage be a third party to provide such maintenance that is not a competitor breach of Seller or its Affiliates and is not in litigation or other material dispute with Sellerthis Section 10.2(3).

Restricted Access. Subject to Section 10.9: (a) Buyer agrees that the Facilities New Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in Section 10.3(b8.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility New System and no Buyer Default has occurred and is continuing)) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause 38 undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c) Subject to ARTICLE XI IX, Section 8.2(a), and Section 10.2(a) and (b) hereof8.2(b), the Facilities New Systems are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI IX hereof, Buyer agrees not to remove the coveringcovering of any New System, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility New System or Software provided by Seller. Subject to ARTICLE XI IX hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives Representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer shall use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with SellerNew System.

Restricted Access. (a) Buyer agrees that the Facilities Bloom Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in Section 10.3(b). (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility and no Buyer Default has occurred and is continuing)) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the coveringcovering of any Bloom System, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such FacilityFacility as a result of the termination of this Agreement with respect to such Facility (A) in connection with a Seller Default or (B) in connection with the expiration of the Extended Warranty Period, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components Components as needed or desired; provided that that: (i) No less than thirty (30) calendar days prior to the event of such termination pursuant to subsection (B) above, to the extent Buyer requires any maintenance services for such Facility following such termination, Buyer shall notify Seller of such requirements in writing. If Seller desires to perform such Table of Contents maintenance services, Seller shall provide within five (5) Business Days to Buyer the material terms and conditions (including, without limitation, the scope of services offered, the price(s) quoted for such services, and the terms of any performance warranties to be provided in connection with such services) pursuant to which it is willing to provide such maintenance services for such Facility, which shall be no less favorable to Buyer than Seller’s standard rates, terms and warranties as of such date. If Buyer declines to engage Seller to perform such services, or the Parties are unable to execute appropriate documentation to reflect such services, Buyer may (subject to clause (ii), below) seek to engage a third party to perform such services, provided, that prior to engaging any such third party to maintain a Facility, Buyer shall provide written notice to Seller of the material terms and conditions on which such third party has offered to provide such service (including, without limitation, (X) the scope of services offered, (Y) the price(s) quoted for such services, and (Z) the terms of any performance warranties to be provided in connection with such services). Seller shall have ten (10) Business Days to notify Buyer if Seller will agree to perform the applicable services for a price not to exceed the quoted amount and otherwise on terms no less favorable to Buyer than those included in the notice required hereunder. If Seller agrees to provide such services, the Parties will negotiate in good faith regarding appropriate documentation to reflect such services. If Seller declines to provide such services, Buyer may engage the applicable third party on terms no more favorable to such third party than those provided in the notice to Seller. (ii) Without in any way limiting the provisions of the foregoing clause (i), Buyer shall in all events use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. (a) Buyer agrees that the Facilities Bloom Systems themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and (ii) to restrict access to such information as provided in Section 10.3(b).59 (b) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation of a Facility and no Buyer Default has occurred and is continuing)) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (c) Subject to ARTICLE XI and Section 10.2(a) and (b) hereof, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereof, Buyer agrees not to remove the coveringcovering of any Bloom System, not to access the interior or to reverse engineer, or cause or knowingly allow any third party to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereof, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing or anything else herein to the contrary, and without limitation of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered by this Agreement or another agreement between Buyer and Seller (or any Affiliate of Seller) regarding the operation and maintenance of such FacilityFacility as a result of the termination of this Agreement with respect to such Facility (A) in connection with a Seller Default or (B) in connection with the expiration of the Extended Warranty Period, Buyer shall be entitled to maintain, or cause a third party to maintain, such Facility, including replacing parts or components Components as needed or desired; provided that that: (i) No less than thirty (30) calendar days prior to the event of such termination pursuant to subsection (B) above, to the extent Buyer requires any maintenance services for such Facility following such termination, Buyer shall notify Seller of such requirements in writing. If Seller desires to perform such maintenance services, Seller shall provide within five (5) Business Days to Buyer the material terms and conditions (including, without limitation, the scope of services offered, the price(s) quoted for such services, and the terms of any 60 (ii) Without in any way limiting the provisions of the foregoing clause (i), Buyer shall in all events use commercially reasonable efforts to engage a third party to provide such maintenance that is not a competitor of Seller or its Affiliates and is not in litigation or other material dispute with Seller.

Restricted Access. (ai) Buyer agrees that the Facilities Facilities, to the extent they are fabricated and manufactured by Seller and/or use Seller’s Intellectual Property, themselves contain Seller’s valuable trade secrets. Buyer agrees (i) to restrict the use of such information to matters relating to the Facilities, and such other purposes, if any, expressly provided herein, and (ii) to restrict access to such information as provided in this Section 10.3(b)10.2. (bii) Seller’s Confidential Information will not be reproduced without Seller’s prior written consent, except to the extent necessary for Buyer to exercise its rights as permitted under this Agreement, and following expiration or termination of this Agreement other than in connection with a Seller Default, all copies of such written information will be returned to Seller upon written request (not to be made while materials are still of use to the operation and maintenance of a Facility and no that remains subject to this Agreement or to the exercise of other rights of ownership by Buyer Default has occurred and is continuing)pursuant to any Transaction Document) or shall be certified by Buyer as having been destroyed, unless otherwise agreed by the Parties. Buyer’s Confidential Information will not be reproduced by Seller without Buyer’s prior written consent, and following termination of this Agreement all copies of such written information will be returned to Buyer upon written request or shall be certified by Seller as having been destroyed. Notwithstanding the foregoing, each Party and its Representatives may each retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to legal or information technology personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement. (ciii) Subject to ARTICLE XI the Long-Term Agreement and Section 10.2(aSections 10.2(1) and (b2) hereofand Article XI, the Facilities are offered for sale and are sold by Seller subject to the condition that such sale does not convey any license, expressly or by implication, under any Seller Intellectual Property, to manufacture, reverse engineer, duplicate or otherwise copy or reproduce any part of the Facilities, documentation or Software without Seller’s express advance written permission. Subject to ARTICLE XI hereofthe Long-Term Agreement and Article XI, Buyer agrees not to intentionally remove the coveringcovering of any Bloom System, not to intentionally access the interior or to reverse engineer, or cause or knowingly allow its Affiliates, subsidiaries and Representatives, or any third party under its control (not including Seller or any Service Provider) to open, access the interior or reverse engineer any Facility or Software provided by Seller. Subject to ARTICLE XI hereofthe Long-Term Agreement and Article XI, and anything contemplated pursuant to this Agreement, only Seller or its authorized representatives may open or access the interior of a Facility. Notwithstanding the foregoing Actions taken by applicable authorities, including police and fire personnel, by Service Providers, by ESA Customers or anything else herein to the contrary, and their respective representatives (if without limitation Buyer’s Knowledge or if in breach of the rights set forth in ARTICLE XI hereof, if any Facility is no longer covered an applicable ESA) or by this Agreement or another agreement between Buyer and Seller Kaiser (or any Affiliate of Seller) regarding the operation and maintenance of such Facility, Buyer shall be entitled to maintain, or cause a third party on its behalf) pursuant to maintain, such Facility, including replacing parts or components as needed or desired; provided that Buyer Section 5 of Exhibit B of any Kaiser ESA shall use commercially reasonable efforts not be deemed to engage be a third party to provide such maintenance that is not a competitor breach of Seller or its Affiliates and is not in litigation or other material dispute with Sellerthis Section 10.2(3).