OTHER THAN THE
PROJECT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO LICENSE
IS GRANTED TO OWNER WITH RESPECT TO THE USE OF ANY CONTRACTOR PROPRIETARY
SOFTWARE OR SYSTEMS.
10.2
RETURN/DELIVERY OF CERTAIN PROPERTY.
ALL WORK
PRODUCT, AND ALL COPIES THEREOF, SHALL BE RETURNED OR DELIVERED TO OWNER UPON
THE EARLIER OF EXPIRATION OF THE DEFECT CORRECTION PERIOD AND TERMINATION OF
THIS AGREEMENT, EXCEPT THAT (I) CONTRACTOR MAY, SUBJECT TO ITS CONFIDENTIALITY
OBLIGATIONS SET FORTH IN ARTICLE 19, RETAIN ONE RECORD SET OF THE WORK PRODUCT
AND MAY USE AND MODIFY SUCH WORK PRODUCT IN ACCORDANCE WITH SECTION 10.3, AND
(II) CONTRACTOR'S SUBCONTRACTORS AND SUB-SUBCONTRACTORS MAY RETAIN ANY WORK
PRODUCT GENERATED BY THEM SO LONG AS OWNER HAS BEEN PROVIDED THE FOLLOWING
COPIES OF SUCH WORK PRODUCT: SIX (6) HARD COPIES; TWO (2) REPRODUCIBLE DRAWINGS,
WHERE APPLICABLE; AND TWO (2) SETS EACH OF FULLY EDITABLE AND OPERABLE NATIVE
AND .PDF FILES OF DOCUMENTS ON CD FOR ALL SUCH DRAWINGS AND SPECIFICATIONS.
10.3
CONTRACTOR'S RIGHT TO USE OF WORK PRODUCT.
WITH
THE EXCEPTION OF ANY GRANTED UNITED STATES PATENTS OWNED, OR PENDING PATENTS
FILED BY, OWNER OR ANY OF OWNER'S AFFILIATES, OWNER HEREBY GRANTS CONTRACTOR AN
IRREVOCABLE AND ROYALTY-FREE LICENSE TO USE AND MODIFY THE WORK PRODUCT FOR ANY
OTHER PROJECT, PROVIDED THAT CONTRACTOR REMOVES FROM THE WORK PRODUCT ANY
REFERENCE TO THE PROJECT OR OWNER.
61
10.4
OWNER PROVIDED DOCUMENTS.
ALL WRITTEN MATERIALS,
PLANS, DRAFTS, SPECIFICATIONS, COMPUTER FILES OR OTHER DOCUMENTS (IF ANY)
PREPARED OR FURNISHED BY OWNER OR ANY OF OWNER'S OTHER CONSULTANTS OR
CONTRACTORS SHALL AT ALL TIMES REMAIN THE PROPERTY OF OWNER, AND CONTRACTOR
SHALL NOT MAKE USE OF ANY SUCH DOCUMENTS OR OTHER MEDIA FOR ANY OTHER PROJECT OR
FOR ANY OTHER PURPOSE THAN AS SET FORTH HEREIN.
ALL SUCH DOCUMENTS AND OTHER
MEDIA, INCLUDING ALL COPIES THEREOF, SHALL BE RETURNED TO OWNER UPON THE EARLIER
OF EXPIRATION OF THE DEFECT CORRECTION PERIOD AND TERMINATION OF THIS AGREEMENT,
EXCEPT THAT CONTRACTOR MAY, SUBJECT TO ITS CONFIDENTIALITY OBLIGATIONS AS SET
FORTH IN ARTICLE 19, RETAIN ONE RECORD SET OF SUCH DOCUMENTS OR OTHER MEDIA.
Article 11
COMPLETION AND PERFORMANCE LIQUIDATED DAMAGES
11.1
NOTICE OF RFCD AND DELIVERY OF LNG FOR
COMMISSIONING, START-UP AND PERFORMANCE TESTING.
A.
NOTICE OF RFCD.
WITHOUT LIMITATION OF THE
FOREGOING OR ANY OTHER SCHEDULING REQUIREMENTS CONTAINED IN THIS AGREEMENT,
CONTRACTOR SHALL GIVE OWNER ONE HUNDRED TWENTY (120) DAYS' PRIOR WRITTEN NOTICE
OF THE DATE ON WHICH IT EXPECTS TO ACHIEVE RFCD SO THAT OWNER CAN ARRANGE FOR
THE DELIVERY OF AN LNG SHIPMENT FOR THE COOL DOWN OF SYSTEM 1.
SIXTY (60) DAYS
AFTER SUCH INITIAL NOTICE, CONTRACTOR SHALL GIVE OWNER A SECOND WRITTEN NOTICE
SPECIFYING THE DATE ON WHICH CONTRACTOR EXPECTS TO ACHIEVE RFCD.
OWNER SHALL
SCHEDULE THE LNG SHIPMENT TO CONTRACTOR FOR THE PURPOSE OF CONTRACTOR ACHIEVING
COOL DOWN OF SYSTEM 1 IN ACCORDANCE WITH SUCH SECOND WRITTEN NOTICE.
IN THE
EVENT THAT CONTRACTOR AT ANY TIME BECOMES AWARE OR HAS REASON TO BELIEVE THAT
ITS ABILITY TO ACHIEVE