BY, OR IS UNDER COMMON CONTROL WITH,
THE PERSON SPECIFIED.
(B)
"ATLAS EMPLOYEES" MEANS THOSE G&A EMPLOYEES
(AS DEFINED IN THE TRANSITION SERVICES AGREEMENT) PERFORMING THOSE G&A SERVICES
(AS DEFINED IN THE TRANSITION SERVICES AGREEMENT) CONTEMPLATED BY ITEM 5.A OF
SCHEDULE "A" OF THE TRANSITION SERVICES AGREEMENT.
(C)
"ATLAS SOFTWARE" MEANS THE ATLAS 2000
SYSTEM, AS MORE FULLY DESCRIBED IN EXHIBIT A-1, THE OBJECT CODE THEREOF, ALL
SOFTWARE USER MANUALS, REFERENCE MANUALS AND INSTALLATION GUIDES, OR PORTIONS
THEREOF (IF ANY), WHICH ARE RELATED TO THE ATLAS SOFTWARE, AND ALL RIGHTS TO THE
INTELLECTUAL PROPERTY EMBODIED IN OR RELATING TO ANY OF THE FORGOING.
(D)
"CONFIDENTIAL INFORMATION" MEANS: (I) THE
ATLAS SOFTWARE AND ANY DERIVATIVE WORKS RELATED THERETO AND (II) ANY BUSINESS OR
TECHNICAL INFORMATION OF WES OR THE PARTNERSHIP OR THEIR RESPECTIVE AFFILIATES,
INCLUDING BUT NOT LIMITED TO ANY INFORMATION RELATING TO WES' OR THE
PARTNERSHIP'S PRODUCT PLANS, DESIGNS, COSTS, PRODUCT PRICES AND NAMES, FINANCES,
MARKETING PLANS, BUSINESS OPPORTUNITIES, PERSONNEL, RESEARCH, DEVELOPMENT OR
KNOW-HOW THAT IS DESIGNATED BY THE DISCLOSING PARTY AS "CONFIDENTIAL" OR
"PROPRIETARY" AND, IF ORALLY DISCLOSED, REDUCED TO WRITING BY THE DISCLOSING
PARTY WITHIN THIRTY (30) DAYS OF SUCH DISCLOSURE.
(E)
"DERIVATIVE WORKS" MEANS WORKS THAT ARE
BASED UPON ONE (1) OR MORE PRE-EXISTING WORKS, SUCH AS: (I) FOR COPYRIGHTABLE OR
COPYRIGHTED MATERIAL, ANY TRANSLATION, PORTATION, MODIFICATION, CORRECTION,
ADDITION, EXTENSION, UPGRADE, IMPROVEMENT, COMPILATION, ABRIDGMENT, REVISION OR
OTHER FORM IN WHICH SUCH MATERIAL MAY BE RECAST, TRANSFORMED, OR ADAPTED; (II)
FOR PATENTABLE OR PATENTED MATERIAL, ANY IMPROVEMENT THEREON; AND (III) FOR
MATERIAL THAT IS PROTECTED BY TRADE SECRET, ANY NEW MATERIAL DERIVED FROM SUCH
EXISTING TRADE SECRET MATERIAL, INCLUDING NEW MATERIAL
2
THAT MAY BE PROTECTED BY ANY OF COPYRIGHT, MASK WORK RIGHT, PATENT, AND TRADE
SECRET.
(F)
"HARDWARE" MEANS THE COMPUTER EQUIPMENT
SET FORTH AND IDENTIFIED IN EXHIBIT B.
(G)
"KNOWLEDGE" MEANS THE ACTUAL KNOWLEDGE,
AFTER REASONABLE INQUIRY, OF THOSE INDIVIDUALS NAMED IN SECTION 9.16(G) OF THE
PURCHASE AGREEMENT.
(H)
"INTELLECTUAL PROPERTY" MEAN AND INCLUDE ALL
INTELLECTUAL PROPERTY OF ANY KIND, BOTH FOREIGN AND DOMESTIC, INCLUDING, WITHOUT
LIMITATION, ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, TRADE DRESS,
(AND THE GOODWILL ASSOCIATED WITH EACH), COPYRIGHTS, CONFIDENTIAL AND
PROPRIETARY INFORMATION (INCLUDING TRADE SECRETS AND KNOW-HOW), AND
REGISTRATIONS AND APPLICATIONS FOR REGISTRATION OF ANY OF THE FOREGOING.
(I)
"MARKS" MEANS THOSE TRADEMARKS, TRADE
NAMES, SERVICE MARKS, LOGOS, DESIGNS AND INSIGNIAS, AS IDENTIFIED IN EXHIBIT C
(J)
"PARTNERSHIP ENTITIES" HAS THE MEANING
ASSIGNED TO SUCH TERM IN SECTION 2.4(A) OF THE PURCHASE AGREEMENT, BUT EXCLUDES
THE PARTNERSHIP.
(j)
"Transition Services Agreement" has
means the Transition Services Agreement, dated the date hereof, by and between
the Buyer and The Williams Companies, Inc.
1.2
CONSTRUCTION.
AS USED IN THIS AGREEMENT,
UNLESS EXPRESSLY STATED OTHERWISE, REFERENCES TO (A) "INCLUDING" MEAN
"INCLUDING, WITHOUT LIMITATION" AND (B) "OR" MEAN "EITHER OR BOTH."
UNLESS
OTHERWISE SPECIFIED, ALL REFERENCES IN THIS AGREEMENT TO SECTIONS, SCHEDULES OR
EXHIBITS ARE DEEMED REFERENCES TO THE CORRESPONDING SECTIONS, SCHEDULES OR
EXHIBITS IN THIS AGREEMENT.
ALL MONETARY VALUES SET FORTH IN THIS