Common use of Documentation Transfer Clause in Contracts

Documentation Transfer. (a) Special PGG Know-How; Enabling Technologies. (i) To the extent that any physical embodiments of the Special PGG Know-How and the Enabling Technology Know-How, including documents, designs, drawings, manuals, standards, computer programs (including source code and documentation), materials and training programs, are not held by or in the possession of BWXT as of the Distribution Date, BWXT shall have the right, from time to time, but for not longer than thirty-six (36) months after the Distribution Date, to request that PGG provide copies of or access to such Know-How at BWXT’s cost (as agreed upon by the Parties), provided that (i) PGG shall not be obligated to provide, and BWXT shall have no right to request, copies of or access to any Know-How not in existence as of the Distribution Date; (ii) the determination as to what physical embodiments of the applicable Know-How are related to the Special PGG Know-How and the Enabling Technology Know-How shall be in PGG’s sole reasonable determination; and (iii) in the event that a request remains pending at the end of the permitted thirty-six (36) month period, PGG will use all reasonable efforts to fulfill that request within one (1) month, provided that BWXT shall not be permitted to make additional requests or any follow-up requests in that one (1) month period. PGG and BWXT acknowledge and agree that PGG shall not be obligated to expend more than 200 collective man hours per calendar in the first year after the Distribution Date, 160 collective man hours per calendar year in the second year after the Distribution Date and 140 collective man hours per calendar year in the third year after the Distribution Date, in connection with fulfilling requests for physical embodiments of the Special PGG Know-How and Enabling Technology Know-How, provided that PGG shall evaluate, respond to and fulfill such requests in good faith and as efficiently and expediently as possible in light of the requests and PGG’s ongoing business operations. BWXT shall retain and not remove or alter any proprietary notices on documents, designs, drawings, manuals and materials provided by PGG pursuant to the foregoing, and shall (x) retain any such notices on any copies and (y) include such notices on documents containing PGG proprietary information. All such material shall be held confidential by BWXT and treated as Confidential Information of PGG, subject to the terms and conditions of the license rights granted herein, and used only pursuant to the licenses set forth herein. (ii) Without limiting Section 6.1(a)(i) or Section 6.2, the Parties acknowledge and agree that certain physical engineering manuals in PGG’s possession, presently located in an office designated by PGG at PGG’s Barberton facilities, at Mail Station, BVS02B, contain a significant amount of Special PGG Know-How and Enabling Technology Know-How. Unless otherwise agreed by the Parties, to facilitate an expedient and efficient transfer of such documentation related to Special PGG Know-How and Enabling Technology Know-How, PGG and BWXT will use commercially reasonable efforts to work together to effect the transfer of all physical engineering manuals, including any sections, subsections or pages thereof, that embody the Special PGG Know-How or Enabling Technology Know-How within one (1) year of the Distribution Date. Without limiting the foregoing, PGG will permit an employee of BWXT or one of its Affiliates disciplined in the material to be reviewed, designated in advance by BWXT and then approved by PGG, to review the engineering manuals in the location designated by PGG to determine the collective set of standards or subsections or pages, BWXT believes embody the Special PGG Know-How or Enabling Technology Know-How. During the contemplated review, BWXT will identify to PGG said manuals or parts thereof that BWXT believes embody the Special PGG Know-How or Enabling Technology Know-How. PGG and BWXT will meet and confer in good faith to discuss any disputes, provided, however, that the determination as to what design standards or design manuals are related to the Special PGG Know-How and the Enabling Technology Know-How shall be in PGG’s sole reasonable determination. PGG will provide to BWXT, no later than two months after the review, a final list of those physical engineering manuals, presently located in the office located at PGG’s Barberton facilities, Mail Station BVS02B, including sections, subsections, or pages thereof, which PGG believes embody PGG Know-How or Enabling Technology Know-How, along with an estimate of the expense for copying the applicable documentation and a schedule to complete the copying and delivery of the applicable documentation. All man hours expended by PGG in connection with the foregoing review process (but not including any hours associated with administrative copying of the applicable documentation) shall constitute man hours within the limitation set forth in Section 6.1(a)(i). Within the time period mutually agreed upon by the Parties, upon BWXT’s agreement to incur the estimated costs associated with copying the documentation and BWXT’s agreement to proceed, PGG will provide copies of all agreed upon documentation to BWXT, in a format reasonably requested by BWXT, but in an uneditable format with watermarks or other permanent identification marking reasonably selected by PGG. BWXT shall reimburse PGG for all administrative costs associated with providing such copies, provided, however, that such administrative costs, and any man hours associated therewith, shall not constitute man hours within the limitations set forth in Section 6.1(a)(i). For purposes of clarity, the foregoing agreed upon process and procedure is not meant to limit BWXT’s rights with respect to design manuals and design standards which Special PGG Know-How and the Enabling Technology Know-How and BWXT retains the right to request, pursuant to Section 6.1(a)(i), additional physical embodiments, including any design manuals or design standards not previously provided, after the delivery of materials contemplated in this Section 6.1(a)(ii) without limitation.

Documentation Transfer. (a) Special PGG Know-How; Enabling Technologies. (i) To the extent that any physical embodiments of the Special PGG Know-How and the Enabling Technology Know-How, including documents, designs, drawings, manuals, standards, computer programs (including source code and documentation), materials and training programs, are not held by or in the possession of BWXT as of the Distribution Date, BWXT shall have the right, from time to time, but for not longer than thirty-six (36) months after the Distribution Date, to request that PGG provide copies of or access to such Know-How at BWXT’s cost (as agreed upon by the Parties), provided that (i) PGG shall not be obligated to provide, and BWXT shall have no right to request, copies of or access to any Know-How not in existence as of the Distribution Date; (ii) the determination as to what physical embodiments of the applicable Know-How are related to the Special PGG Know-How and the Enabling Technology Know-How shall be in PGG’s sole reasonable determination; and (iii) in the event that a request remains pending at the end of the permitted thirty-six (36) month period, PGG will use all reasonable efforts to fulfill that request within one (1) month, provided that BWXT shall not be permitted to make additional requests or any follow-up requests in that one (1) month period. PGG and BWXT acknowledge and agree that PGG shall not be obligated to expend more than 200 collective man hours per calendar year in the first year after the Distribution Date, 160 collective man hours per calendar year in the second year after the Distribution Date and 140 collective man hours per calendar year in the third year after the Distribution Date, in connection with fulfilling requests for physical embodiments of the Special PGG Know-How and Enabling Technology Know-How, provided that PGG shall evaluate, respond to and fulfill such requests in good faith and as efficiently and expediently as possible in light of the requests and PGG’s ongoing business operations. BWXT shall retain and not remove or alter any proprietary notices on documents, designs, drawings, manuals and materials provided by PGG pursuant to the foregoing, and shall (x) retain any such notices on any copies and (y) include such notices on documents containing PGG proprietary information. All such material shall be held confidential by BWXT and treated as Confidential Information of PGG, subject to the terms and conditions of the license rights granted herein, and used only pursuant to the licenses set forth herein. (ii) Without limiting Section 6.1(a)(i) or Section 6.2, the Parties acknowledge and agree that certain physical engineering manuals in PGG’s possession, presently located in an office designated by PGG at PGG’s Barberton facilities, at Mail Station, BVS02B, contain a significant amount of Special PGG Know-How and Enabling Technology Know-How. Unless otherwise agreed by the Parties, to facilitate an expedient and efficient transfer of such documentation related to Special PGG Know-How and Enabling Technology Know-How, PGG and BWXT will use commercially reasonable efforts to work together to effect the transfer of all physical engineering manuals, including any sections, subsections or pages thereof, that embody the Special PGG Know-How or Enabling Technology Know-How within one (1) year of the Distribution Date. Without limiting the foregoing, PGG will permit an employee of BWXT or one of its Affiliates disciplined in the material to be reviewed, designated in advance by BWXT and then approved by PGG, to review the engineering manuals in the location designated by PGG to determine the collective set of standards or subsections or pages, BWXT believes embody the Special PGG Know-How or Enabling Technology Know-How. During the contemplated review, BWXT will identify to PGG said manuals or parts thereof that BWXT believes embody the Special PGG Know-How or Enabling Technology Know-How. PGG and BWXT will meet and confer in good faith to discuss any disputes, provided, however, that the determination as to what design standards or design manuals are related to the Special PGG Know-How and the Enabling Technology Know-How shall be in PGG’s sole reasonable determination. PGG will provide to BWXT, no later than two months after the review, a final list of those physical engineering manuals, presently located in the office located at PGG’s Barberton facilities, Mail Station BVS02B, including sections, subsections, or pages thereof, which PGG believes embody PGG Know-How or Enabling Technology Know-How, along with an estimate of the expense for copying the applicable documentation and a schedule to complete the copying and delivery of the applicable documentation. All man hours expended by PGG in connection with the foregoing review process (but not including any hours associated with administrative copying of the applicable documentation) shall constitute man hours within the limitation set forth in Section 6.1(a)(i). Within the time period mutually agreed upon by the Parties, upon BWXT’s agreement to incur the estimated costs associated with copying the documentation and BWXT’s agreement to proceed, PGG will provide copies of all agreed upon documentation to BWXT, in a format reasonably requested by BWXT, but in an uneditable format with watermarks or other permanent identification marking reasonably selected by PGG. BWXT shall reimburse PGG for all administrative costs associated with providing such copies, provided, however, that such administrative costs, and any man hours associated therewith, shall not constitute man hours within the limitations set forth in Section 6.1(a)(i). For purposes of clarity, the foregoing agreed upon process and procedure is not meant to limit BWXT’s rights with respect to design manuals and design standards which constitute Special PGG Know-How and the Enabling Technology Know-How and BWXT retains the right to request, pursuant to Section 6.1(a)(i), additional physical embodiments, including any design manuals or design standards not previously provided, after the delivery of materials contemplated in this Section 6.1(a)(ii) without limitation.