the Services shall obligate Vendor to provide, at
no cost to TXUED, the rights set forth in this Section and Section 4.3(b)(iii).
TXUED shall be responsible for any transfer, assignment, switching, termination
or other fees or costs to obtain for TXUED the rights and license set forth in
this Section and to a transfer or assignment of any Third Party Contract as set
forth in Section 4.3(b)(iii); provided, that TXUED was informed of, and agreed
to, such transfer, assignment, switching, termination or other fees or costs
prior to Vendor's first use of any Vendor Licensed Resources.
(f)
Embedded Materials. To the extent that Vendor Owned Resources are embedded in
any TXUED Owned Resources, Vendor shall not be deemed to have assigned its
rights (including intellectual property rights) in such Vendor Owned Resources
to TXUED, but such Vendor Owned Resources shall be subject to the license grant
under Section 12.2(c).
12.3
General Rights.
(a)
Legends. Each Party agrees to reproduce any copyright, patent, trademark or
other proprietary or restrictive notice or legend contained in or included on
any portion of the Resources which may be owned by the other Party or third
parties.
(b)
No Implied Licenses. Except as expressly specified in this Services Agreement,
nothing in this Services Agreement shall be deemed to grant to one Party, by
implication, estoppel or otherwise, license rights, ownership rights or any
other intellectual property rights in any Resources owned by the other Party or
any Affiliate of the other Party (or, in the case of Vendor, TXUED).
TXUED AND VENDOR CONFIDENTIAL
NYDB01 17368821.15 24-Jun-06 19:23
27
EXECUTION COPY
AMENDED AND RESTATED
FIELD SERVICES AGREEMENT
12.4
Return of TXUED Owned Resources. Following the completion by Vendor of any
Termination Assistance Services for which TXUED Owned Resources are required,
Vendor shall, at no cost to TXUED:
(a)
promptly return to TXUED all TXUED Owned Resources (and all copies thereof) in
substantially the same condition (as they may have been modified or improved by
Vendor) as when such TXUED Owned Resources were first provided to Vendor,
subject to reasonable wear and tear;
(b)
following confirmation by TXUED that TXUED has received the TXUED Owned
Resources, destroy or securely erase all other copies of such Resources then in
Vendor's possession and cease using such Resources for any purpose; and
(c)
certify such destruction, erasure and cessation to TXUED in a notice signed by
an officer of Vendor.
12.5
Return of Vendor Owned Resources. Following the completion by Vendor of any
Termination Assistance Services for which Vendor Owned Resources are required,
TXUED shall, at Vendor's cost:
(a)
promptly return to Vendor those Vendor Owned Resources (and all copies thereof)
that are not transferred to TXUED or to which TXUED does not have ongoing rights
under this Agreement in substantially the same condition (as they may have been
modified or improved by TXUED) as when such Vendor Owned Resources were first
provided to TXUED, subject to reasonable wear and tear;
(b)
following confirmation by Vendor that Vendor has received