Common use of Rights in Technical Data Clause in Contracts

Rights in Technical Data. (a) Technical Data: Rights in Technical Data shall be allocated as follows: (1) NYSERDA shall have: (i) rights in Contract Data and Proprietary Data in order to exercise license rights, as provided in paragraph (a)(2)(iii) below; and (ii) no rights under this Agreement in any Technical Data which are not Contract Data. (2) The Contractor shall have: (i) unlimited rights in all Technical Data, Contract Data and Proprietary Data subject to paragraph (iii) below; (ii) the right to withhold Proprietary Data except as otherwise provided in paragraph (iii) below; and (iii) the right to make, use and sell the Product. In the event the Contractor fails to make, use, or sell any Subject Invention within 10 years from the Contractor's receipt of Final Payment as described in Section 4.04 hereof, so that the benefits of such Subject Invention are available to the public and after written notice to the Contractor and a period of not less than six months in which the parties shall negotiate in good faith in order to resolve any disputes, NYSERDA shall be granted a royalty-free, non-exclusive, worldwide license sufficient in scope to allow NYSERDA to make, use or sell the Subject Invention and to allow others to do so. NYSERDA shall keep any Proprietary Data concerning such Subject Invention confidential, and may disclose such Proprietary Data to its sublicensees who have agreed to keep such Proprietary Data confidential. The Contractor agrees that to the extent it receives or is given access to Proprietary Data or other technical, business or financial data in the form of recorded information from NYSERDA or a NYSERDA contractor or subcontractor, the Contractor shall treat such data in accordance with any restrictive legend contained thereon, unless another use is specifically authorized by prior written approval of the Contract Administrator.

Rights in Technical Data. (a) Technical Data: Rights in Technical Data shall be allocated as follows: (1) NYSERDA shall have: (i) unlimited rights in Contract Data and except as otherwise provided below with respect to Proprietary Data in order to exercise license rights, as provided in paragraph (a)(2)(iii) belowData; and (ii) no rights under this Agreement in any Technical Data which are not Contract Data. (2) The Contractor shall have: (i) unlimited rights in all Technical Data, Contract Data and Proprietary Data subject to paragraph (iii) below; (ii) the right to withhold Proprietary Data except as otherwise provided in paragraph (iii) belowaccordance with the provisions of this clause; and (iiiii) the right to make, use and sell the Product7000 PEM Fuel Cell. In the event If the Contractor fails to make, use, or and sell any Subject Invention the 7000 PEM Fuel Cell within 10 five years from the Contractor's receipt of Final Payment as described in Section 4.04 hereof, so under conditions which indicate that the benefits of such Subject Invention the 7000 PEM Fuel Cell are available to the public and after written notice to the Contractor and a period of not less than six months in which the parties shall negotiate in good faith in order to resolve any disputeson reasonable terms, NYSERDA shall be granted have a royalty-free, non-exclusive, worldwide license sufficient in scope to allow NYSERDA to make, use or sell the Subject Invention 7000 PEM Fuel Cell and to allow others to do so. NYSERDA shall keep any , including a non-exclusive right in Proprietary Data concerning incorporated into or necessary for use in connection with the making, use, or sale of the 7000 PEM Fuel Cell by NYSERDA or its sublicensees. The Contractor agrees to disclose such Subject Invention confidentialProprietary Data to NYSERDA, and NYSERDA may disclose such Proprietary Data to its sublicensees who have agreed to keep such Proprietary Data confidential; and (iii) the right to use for its private purposes subject to patent, or other provisions of this Agreement, Contract Data it first produces in the performance of this Agreement provided the data requirements of this Agreement have been met as of the date of the private use of such data. The Contractor agrees that to the extent it receives or is given access to Proprietary Data or other technical, business or financial data in the form of recorded information from NYSERDA or a NYSERDA contractor or subcontractor, the Contractor shall treat such data in accordance with any restrictive legend contained thereon, unless another use is specifically authorized by prior written approval of the Contract Administrator.