Network Codes Sample Clauses

Network Codes. 13.1 The parties acknowledge that: (a) in respect of the Toll-Owned Codes, some of those codes contain information and procedures relating to the operation and maintenance of Rail Network or Network Assets, or to interoperability, or are otherwise required by the Access Provider (as that term is defined in the Access Agreement) to perform its obligations under the Access Agreement (the “Crown’s Information”); and (b) in respect of the Network Codes, some of those codes contain information and procedures relating solely to Toll Rail’s commercial operations (“Toll Rail’s Information”). 13.2 Toll Rail grants a royalty free, non-exclusive, licence to the Crown and any Crown Transferee to use those parts of the Toll-Owned Codes that contain the Crown’s Information, until those parts of the Toll-Owned Codes have been separated out and transferred to the Crown in accordance with paragraph 13.4. This licence expires on completion of the separation under paragraph 13.4 or 13.5. 13.3 Toll Rail must provide the Crown and any Crown Transferee with reasonable access to, and copies of, the Toll-Owned Codes to enable the Crown and Crown Transferee to make full use of the licence granted under paragraph 13.2. 13.4 Toll Rail and the Crown agree to co-operate and work together in good faith to review and rewrite the Toll-Owned Codes and Network Codes containing respectively the Crown’s Information and Toll Rail’s Information so that within 3 months of the end of the Transition Period: (a) any parts of the Toll-Owned Codes that contain the Crown’s Information are separated from the Toll-Owned Codes and incorporated into the Network Codes; and (b) any parts of the Network Codes that contain Toll Rail’s Information are separated from the Network Codes and incorporated into the Toll-Owned Codes. 13.5 If the parties cannot agree upon such separation within the time period specified in paragraph 13.4 then either party may, by written notice to the other, treat the matter as a dispute and the process in clauses 2.4(b) and (c) shall apply. 13.6 Until the separation and transfer contemplated by paragraph 13.4 has occurred, Toll Rail shall not amend those parts of the Toll-Owned Codes licensed to the Crown and any Crown Transferee under paragraph 13.2, without the Crown’s prior written consent (which consent shall not be unreasonably withheld or delayed).