ANY
SUCH OBJECTS TO BE RETURNED PROMPTLY IN THE SAME CONDITION IN WHICH THEY WERE
DELIVERED TO THE RIO TINTO PARTIES AND THE RIO TINTO PARTIES SHALL COMPLY WITH
ANY RULES, PROCEDURES OR OTHER REQUIREMENTS, AND SHALL BE SUBJECT TO ANY
RESTRICTIONS (INCLUDING PROHIBITIONS ON REMOVAL OF SPECIFIED OBJECTS), THAT ARE
THEN APPLICABLE TO CPE OR CPE LLC.
THE RIO TINTO PARTIES SHALL PAY THE
APPLICABLE FEE OR RATE PER HOUR FOR ARCHIVES RESEARCH SERVICES (SUBJECT TO
INCREASE FROM TIME TO TIME TO REFLECT RATES THEN IN EFFECT FOR CPE OR CPE LLC
GENERALLY).
NOTHING HEREIN SHALL BE DEEMED TO RESTRICT THE ACCESS OF ANY MEMBER
OF THE CLOUD PEAK GROUP TO ANY SUCH DOCUMENTS OR OBJECTS OR TO IMPOSE ANY
LIABILITY ON ANY MEMBER OF THE CLOUD PEAK GROUP IF ANY SUCH DOCUMENTS OR OBJECTS
ARE NOT MAINTAINED OR PRESERVED BY CPE OR CPE LLC.
(D)
THE PARTY REQUESTING INFORMATION PURSUANT TO THIS SECTION 7.7 AGREES
TO REIMBURSE THE OTHER PARTY FOR THE REASONABLE OUT-OF-POCKET COSTS, IF ANY, OF
PROVIDING SUCH INFORMATION.
7.8.
OWNERSHIP OF INFORMATION.
ANY INFORMATION
OWNED BY ONE GROUP THAT IS PROVIDED TO A REQUESTING PARTY PURSUANT TO
SECTION 7.7 SHALL BE DEEMED TO REMAIN THE PROPERTY OF THE PROVIDING PARTY.
UNLESS SPECIFICALLY SET FORTH HEREIN, NOTHING CONTAINED IN THIS AGREEMENT SHALL
BE CONSTRUED AS GRANTING OR CONFERRING RIGHTS OF LICENSE OR OTHERWISE IN ANY
SUCH INFORMATION.
7.9.
COMPENSATION FOR PROVIDING INFORMATION.
AS
COMPENSATION FOR CPE OR CPE LLC PROVIDING INFORMATION PURSUANT TO THIS
ARTICLE VII, RTEA AGREES TO PROMPTLY REIMBURSE CPE AND CPE LLC FOR THE
REASONABLE OUT-OF-POCKET COSTS, IF ANY, REASONABLY INCURRED IN PROVIDING SUCH
INFORMATION.
RTEA ALSO AGREES TO PAY TO CPE LLC ON A QUARTERLY BASIS $ 14,025
AS COMPENSATION FOR THE REASONABLE INTERNAL COSTS INCURRED BY CPE OR CPE LLC IN
PROVIDING INFORMATION PURSUANT TO THIS ARTICLE VII.
ON A QUARTERLY BASIS, THE
PARTIES SHALL REVIEW THE AMOUNT OF THE QUARTERLY FEE AND MAKE SUCH CHANGES AS
MAY REASONABLY BE NECESSARY TO ENSURE NEITHER PARTY IS UNDULY BURDENED OR UNDULY
BENEFITED BY SUCH FEE.
7.10.
RECORD RETENTION.
TO FACILITATE THE POSSIBLE
EXCHANGE OF INFORMATION PURSUANT TO THIS ARTICLE VII AND OTHER PROVISIONS OF
THIS AGREEMENT AFTER THE CLOSING DATE, THE PARTIES AGREE TO USE THEIR REASONABLE
BEST EFFORTS TO, AND TO CAUSE THEIR SUBSIDIARIES TO, RETAIN ALL INFORMATION IN
THEIR RESPECTIVE POSSESSION OR CONTROL IN ACCORDANCE WITH THE POLICIES OF RIO
TINTO AS IN EFFECT ON THE CLOSING DATE OR SUCH OTHER POLICIES AS MAY BE
REASONABLY ADOPTED BY THE APPROPRIATE PARTY AFTER THE CLOSING DATE.
NO PARTY
WILL DESTROY, OR PERMIT ANY OF ITS SUBSIDIARIES TO DESTROY, ANY INFORMATION
WHICH THE OTHER PARTY MAY HAVE THE RIGHT TO OBTAIN PURSUANT TO THIS AGREEMENT
PRIOR TO THE THIRD ANNIVERSARY OF THE DATE HEREOF WITHOUT FIRST USING ITS
REASONABLE BEST EFFORTS TO NOTIFY THE OTHER PARTY OF THE PROPOSED DESTRUCTION
AND GIVING THE OTHER PARTY THE OPPORTUNITY TO TAKE POSSESSION OF SUCH
INFORMATION PRIOR TO SUCH DESTRUCTION; PROVIDED, HOWEVER, THAT IN THE