conversations.from: human
conversations.value: Provide a continuation starting with 'section 3. Engineering procurement, co ... ', given this agreement: INTELLECTUAL PROPERTY AGREEMENT
  between
  THE BABCOCK & WILCOX COMPANY
  and
  BABCOCK & WILCOX ENTERPRISES, INC.
  dated as of
  June 26, 2015
  TABLE OF CONTENTS ARTICLE I DEFINITIONS 1
   Section 1.1 Definitions 1
   Section 1.2 Interpretation 4
conversations.from: assistant
conversations.value: 3. (b). Support systems and subsystems, equipment and components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant systems, reactor vessel closure heads, reactor and other pressure vessels and internals, reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection systems, heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam generator tube inspection systems, repair, modification and stabilization systems, tube plugging and tube removal systems.
  (c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other reactors.
   (d). Electro-mechanical devices related to or used in commercial, research, government, military and other nuclear facilities, reactors orvessels and associated subsystems, equipment and components thereof.
   (e). Advanced power systems for space applications and associated subsystems, equipment and components thereof.
   (f). Nuclear and non-nuclear propulsion systems for naval (U.S. and foreign) submarines and aircraft carriers and associated subsystems, equipment and components thereof, including all aftermarket, replacement and repair parts, components and equipment for existing naval submarines and aircraft carriers.
conversations.from: human
conversations.value: What are the missing spans: INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ... INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ... Assistance by Employees; Inventor Compensation 5 Section 2.4 Ownership 6 Section 2.5 Rights Arising in the Future 6 Section 2.
conversations.from: assistant
conversations.value: spans 1: ENTERPRISES, 
  spans 2: Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3
conversations.from: human
conversations.value: Generate more:
  6 Abandonment of Certain Intellectual Property 7 Section 2.7 Reserved 7 Section 2.8 Steam/Its Generation and Use 7 ARTICLE III TRADEMARKS 8 Section 3.1 House Marks ...
conversations.from: assistant
conversations.value: The completion of this text could be: 8 Section 3.2 Limited License to Use SpinCo House Marks 9 Section 3.3 Removal of Classes from SpinCo Marks 10 Section 3.4 RemainCo Marks 10 Section 3.
conversations.from: human
conversations.value: What are the missing spans: 5 Duty to Avoid Confusion 10 ARTICLE IV ...
conversations.from: assistant
conversations.value: spans 1: SHARED LIBRARY MATERIALS 11 Section 4.1 Shared Library Materials 11 Section 4
conversations.from: human
conversations.value: What are the missing words: 2 Cross-License of Shared Library Materials 11 [words 1] Library Materials 11 Section 4.4 Potential [words 2] Section 4.5 Confidentiality and Trade Secret [words 3] 13 Section 4.6 Third Party Materials Contained in the Shared Library [words 4] PROPERTY LICENSES AND COVENANTS 13 Section 5.
conversations.from: assistant
conversations.value: words 1: Section 4.3 Maintenance of Shared 
  words 2: Allocation of Shared Library Materials 12 
  words 3: Status of Shared Library Materials 
  words 4: Materials 13 ARTICLE V INTELLECTUAL
conversations.from: human
conversations.value: What are the missing words: 1 Cross-License of Shared Know-How 13 Section [words 1] Reserved 14 i Section 5.4 Cross-Licenses [words 2] 15 Section 5.
conversations.from: assistant
conversations.value: words 1: 5.2 Reserved 14 Section 5.3 
  words 2: of Software 14 Section 5.5 Reserved
conversations.from: human
conversations.value: Generate more:
  6 Sublicensing; Assignability 15 Section 5.7 Restrictions on ...
conversations.from: assistant
conversations.value: The completion of this text could be: Licensor Exploitation of Intellectual Property 16 Section 5.
conversations.from: human
conversations.value: Generate more:
  8 Third Party Agreements; Reservation of Rights 16 Section 5.9 Maintenance of Intellectual Property ...
conversations.from: assistant
conversations.value: The completion of this text could be: 16 Section 5.10 Covenants 17 ARTICLE VI TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER 17 Section...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: 6.
conversations.from: human
conversations.value: What are the missing words: 1 Reserved 17 Section 6.2 Reserved ... 17 ARTICLE VII NO WARRANTIES 18 ARTICLE VIII THIRD-PARTY INFRINGEMENT 18 Section 8.1 ... Notice Regarding Infringement 19 Section 8.3 ... ARTICLE X MISCELLANEOUS 22 Section 10.1 Authority ... Agreement 22 Section 10.
conversations.from: assistant
conversations.value: words 1: 17 Section 6.3 No Additional Technical Assistance 
  words 2: No Obligation 18 Section 8.2 
  words 3: Suits for Infringement 19 ARTICLE IX CONFIDENTIALITY 21 
  words 4: 22 Section 10.2 Entire
conversations.from: human
conversations.value: What are the missing spans: 3 Binding Effect; Third-Party Beneficiaries; Assignment 23 Section 10.4 Amendment 23 [spans 1].
conversations.from: assistant
conversations.value: spans 1: Section 10.5 Failure or Indulgence Not Waiver; Remedies Cumulative 23 Section 10
conversations.from: human
conversations.value: What are the missing words: 6 Notices 23 Section 10.7 Counterparts ... Section 10.8 Severability 23 Section 10.
conversations.from: assistant
conversations.value: words 1: 23
conversations.from: human
conversations.value: What are the missing spans: 9 Governing Law 24 Section 10.10 Construction 24 Section 10.11 [spans 1].
conversations.from: assistant
conversations.value: spans 1: Performance 24 SCHEDULES Schedule 1.1(e) SpinCo Core Field; RemainCo Core Field Schedule 1
conversations.from: human
conversations.value: Generate more:
  1(i) Specific RemainCo Field; Specific SpinCo Field ...
conversations.from: assistant
conversations.value: The completion of this text could be: Schedule 1.1(o) SpinCo House Marks Schedule 1.
conversations.from: human
conversations.value: Generate more:
  1(p) RemainCo House Marks ii Schedule 2.4(a) ...
conversations.from: assistant
conversations.value: The completion of this text could be: RemainCo Ownership Schedule 2.4(b) SpinCo Ownership Schedule 2.
conversations.from: human
conversations.value: What are the missing spans: 6 Abandonment of Certain Intellectual Property Schedule 3.1 [spans 1].
conversations.from: assistant
conversations.value: spans 1: SpinCo Trademarks Schedule 3.3 Required Actions and Filings Schedule 3.4 RemainCo Trademarks Schedule 4
conversations.from: human
conversations.value: What are the missing words: 1 Shared Library Materials Schedule 4.4 [words 1] iii INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY [words 2] as of June 26, 2015 (the "Effective [words 3] between The Babcock & Wilcox Company, a [words 4] & Wilcox Enterprises, Inc. , a [words 5].
conversations.from: assistant
conversations.value: words 1: Nuclear Design Materials Schedule 5.4(a) Foundational Software 
  words 2: AGREEMENT (this "Agreement") is entered into 
  words 3: Date"), 
  words 4: Delaware corporation, ("RemainCo") and Babcock 
  words 5: Delaware corporation ("SpinCo")
conversations.from: human
conversations.value: Generate more:
  RemainCo and SpinCo are sometimes referred to herein individually as a "Party," and collectively as the "Parties. " Capitalized ...
conversations.from: assistant
conversations.value: The completion of this text could be: terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.
conversations.from: human
conversations.value: Generate more:
  RECITALS WHEREAS, SpinCo is a wholly owned Subsidiary of RemainCo; WHEREAS, the Board of Directors of RemainCo has determined that it would be appropriate and in the best interests of RemainCo and its stockholders for RemainCo to separate the SpinCo Business from the RemainCo Business; WHEREAS, in order to effectuate the foregoing, RemainCo and SpinCo have entered into a Master Separation Agreement, dated as of June 8, 2015 (the "Master Separation Agreement"), which provides, among other things, upon the terms and subject to the conditions thereof, for the separation of the respective businesses of SpinCo and RemainCo and the Distribution, and the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the foregoing; WHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master ...
conversations.from: assistant
conversations.value: The completion of this text could be: Separation Agreement, that RemainCo convey to SpinCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; and WHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that SpinCo convey to RemainCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Except for the terms defined below, the capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1.
conversations.from: human
conversations.value: What are the missing spans: 1 of the Master Separation Agreement: "Confidential Information" has the meaning set forth in Section 9.2.1 "Foundational [spans 1] 5.4(a). "Intellectual Property" means the rights associated with or arising out of any of the following [spans 2] and techniques, design manuals, testing information (including testing [spans 3] and information, including all tangible embodiments of the foregoing and unregistered copyrights ("Know-How"); (iii) all registered [spans 4] marks, logos, trade dress and trade names indicating the source of goods or services, [spans 5] statutory or otherwise), all registrations and applications to register the foregoing [spans 6] development tools, design tools, utilities, library files, user interfaces and data, and all documentation and manuals related to such computer software and code in [spans 7] uniform resource locators and alphanumeric designations associated therewith [spans 8] in the world.
conversations.from: assistant
conversations.value: spans 1: Software" has the meaning set forth in Section 
  spans 2: in any jurisdiction throughout the world: (i) all patents and patent applications, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, and any identified invention disclosures ("Patents"); (ii) trade secret rights and corresponding rights in confidential information and other non-public information (whether or not patentable), including ideas, formulas, compositions, inventor's notes, discoveries and improvements, know how, manufacturing and production processes 
  spans 3: protocols and results), research and development information, prototypes, inventions, invention disclosures, unpatented blueprints, drawings, specifications, designs, plans, proposals and technical data, business and marketing plans, market surveys, market know-how and customer lists 
  spans 4: or unregistered copyrights, copyrightable works, rights in databases, data collections, "moral" rights, mask works, copyright registrations, applications and extensions therefor and corresponding rights in works of authorship ("Copyrights"); (iv) all trademarks, service 
  spans 5: and other indicia of commercial source or origin (whether registered, common law, 
  spans 6: anywhere in the world and all goodwill associated therewith ("Trademarks"); (v) all computer software and code, including assemblers, applets, compilers, source code, object code, 
  spans 7: any form or format, however fixed ("Software"); (vi) all internet electronic addresses, 
  spans 8: and all registrations for any of the foregoing ("Domain Names"); and (vii) any similar, corresponding or equivalent rights to any of the foregoing anywhere
conversations.from: human
conversations.value: Generate more:
  "IP Proceedings" has the meaning ...
conversations.from: assistant
conversations.value: The completion of this text could be: set forth in Section 2.3.
conversations.from: human
conversations.value: What are the missing spans: "Licensed RemainCo Know-How" has the meaning [spans 1] 5.1(b). "Licensed SpinCo Know-How" has the meaning set forth in Section 5.1(a). "Licensed RemainCo Intellectual [spans 2] Materials and Foundational Software. "Licensed SpinCo Intellectual Property" means all Licensed SpinCo Know-How and, to the [spans 3] Software. "Master Separation Agreement" has the [spans 4].
conversations.from: assistant
conversations.value: spans 1: set forth in Section 
  spans 2: Property" means all Licensed RemainCo Know-How and, to the extent licensed by RemainCo hereunder, RemainCo's right, title and interest in and to Shared Library 
  spans 3: extent licensed by SpinCo hereunder, SpinCo's right, title and interest in and to Shared Library Materials and Foundational 
  spans 4: meaning set forth in the recitals
conversations.from: human
conversations.value: Generate more:
  "Nuclear Design Materials" has the ...
conversations.from: assistant
conversations.value: The completion of this text could be: meaning set forth in Section...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 4.4.
conversations.from: human
conversations.value: Generate more:
  "Notifying Party" has the meaning ...
conversations.from: assistant
conversations.value: The completion of this text could be: set forth in Section 4.4.
conversations.from: human
conversations.value: Generate more:
  2 "RemainCo" has the meaning set forth in the recitals. "RemainCo Core Field" has the meaning set forth on Schedule 1.1(e). "RemainCo House Marks" means all Trademarks that incorporate "BWX," "BWX Technologies," ...
conversations.from: assistant
conversations.value: The completion of this text could be: or "BWXT," and any translations or derivatives thereof and any terms of a confusingly similar nature, and all goodwill embodied in the foregoing, including, without limitation, all Trademarks set forth on Schedule...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 1.1(p), but expressly excluding "Babcock," "Wilcox," "Babcock and Wilcox," "Babcock & Wilcox," B&W," or "B&W & HERO ENGINE DESIGN.
conversations.from: human
conversations.value: Generate more:
  "Shared Library Materials" means (i) proprietary research reports, letter reports, photographs, micrographs or other materials recorded in a tangible, microfilm, microfiche, and/or electronic form or media, or a combination thereof, which may contain trade secrets, know-how, methods, techniques, formulas, drawings, sketches or other proprietary materials reduced to tangible form, and which were developed by and/or contained in the Research & Development Division library at the former Alliance Research Center in Alliance, Ohio ("Research Documents") and (ii) publicly available books, textbooks, reference manuals, periodicals, journals or other publications that were located at the Research & Development Division library at the former Alliance Research Center in Alliance, Ohio ("Reference Materials"), in each case which are presently stored in certain identified vaults and storage accounts maintained with Third Party vendor document ...
conversations.from: assistant
conversations.value: The completion of this text could be: retention vendor Iron Mountain. "Specific RemainCo Field" has the meaning set forth on Schedule 1.1(i).
conversations.from: human
conversations.value: What are the missing spans: "Specific SpinCo Field" has the meaning set forth on Schedule 1.1(i). "SpinCo" has the meaning [spans 1] recitals. "SpinCo Core Field" has the meaning set forth on Schedule 1.1(e).
conversations.from: assistant
conversations.value: spans 1: set forth in the
conversations.from: human
conversations.value: Generate more:
  "SpinCo House Marks" means all Trademarks that incorporate "Babcock," "Wilcox," "Babcock and Wilcox," "Babcock & Wilcox," "B&W," or "B&W & HERO ENGINE DESIGN" and any translations or derivatives thereof and any ...
conversations.from: assistant
conversations.value: The completion of this text could be: terms of a confusingly similar nature, and all goodwill embodied in the foregoing, including, without limitation, all Trademarks set forth on Schedule 1.1(o), but expressly excluding "BWX Technologies," "BWXT" and "BWX".
conversations.from: human
conversations.value: What are the missing words: "SpinCo Know-How" means all Know-How owned by ... Date. "SpinCo Trademarks" has the meaning set forth in ... the meaning set forth in Section 2.8. Section 1.2 Interpretation. In this Agreement, ... indicates otherwise: (a) words used in ... used in the plural include the ... (b) if a word or phrase is defined in this ... used in this Agreement, shall have ... corresponding meaning; (c) reference to any gender includes ... and the neuter; (d) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (e) the words "shall" and "will" are used interchangeably and have the same meaning; (f) the word "or" shall have the ... "and/or"; (g) relative to the determination of any ... and including," "to" means "to but excluding" ... references to a specific time of day in ... Standard Time or Eastern Daylight Savings Time, as ... question; (i) whenever this Agreement refers to a number of days, such number shall refer to calendar ... (j) reference to any Article, Section or Schedule means ... of, or such Schedule to, this ... may be, and references in any Section or ... clause of such Section or definition; (k) the words ... Agreement," "herein," "hereunder," "hereof," "hereto" and words of similar import ... to this Agreement as a whole and not to any ... of this Agreement; (l) the term ... are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition ... in the consummation of a desired result ... performing Party to expend funds or assume Liabilities other ... are customary and reasonable in nature and amount in the ... of related transactions similar to the Separation; 4 (m) reference to any agreement, instrument or other document means such agreement, instrument or ... modified from time to time to ... by the provisions thereof and by this Agreement; (n) reference to any ... such Law (including any and all rules and regulations promulgated thereunder) as amended, ... in whole or in part, and in effect at ... determining compliance or applicability; (o) references to any Person include such Person's successors ... only if such successors and assigns ... such Person's "Affiliates" shall be deemed ... and any reference to a Third ... to mean a Person who is not a Party or ... if there is any conflict between the provisions of the main ... Agreement and the Schedules hereto, the provisions of the ... this Agreement shall control unless explicitly stated otherwise in ... headings of Sections contained in this ... any Schedule and in the table of ... been inserted for convenience of reference only and shall ... of or to affect the meaning or ... (r) any portion of this Agreement obligating ... take any action or refrain from taking any action, ... be, shall mean that such Party shall also be obligated to ... take such action or refrain from taking such action, as the case may be.
conversations.from: assistant
conversations.value: words 1: SpinCo as of the Effective 
  words 2: Section 3.1(a).3 "Steam Book" has 
  words 3: unless the context clearly 
  words 4: the singular include the plural and words 
  words 5: singular; 
  words 6: Agreement, its other grammatical forms, as 
  words 7: a 
  words 8: the other gender 
  words 9: inclusive meaning represented by the phrase 
  words 10: period of time, "from" means "from 
  words 11: and "through" means "through and including"; (h) all 
  words 12: this Agreement shall be based upon Eastern 
  words 13: applicable, on the date in 
  words 14: days unless Business Days are specified; 
  words 15: such Article or Section 
  words 16: Agreement, as the case 
  words 17: definition to any clause means such 
  words 18: "this 
  words 19: shall be deemed references 
  words 20: particular Section or other provision 
  words 21: "commercially reasonable efforts" means efforts which 
  words 22: to or otherwise assist 
  words 23: and which do not require the 
  words 24: than expenditures and Liabilities which 
  words 25: context of a series 
  words 26: other document as amended, supplemented and 
  words 27: the extent permitted 
  words 28: Law (including statutes and ordinances) means 
  words 29: modified, codified or reenacted, 
  words 30: the time of 
  words 31: and assigns but, if applicable, 
  words 32: are permitted by this Agreement; a reference to 
  words 33: to mean such Person's Affiliates following the Distribution 
  words 34: Party shall be deemed 
  words 35: an Affiliate of a Party; (p) 
  words 36: body of this 
  words 37: main body of 
  words 38: such Schedule; (q) the titles to Articles and 
  words 39: Agreement, in 
  words 40: contents to this Agreement have 
  words 41: not be deemed to be a part 
  words 42: interpretation of this Agreement; and 
  words 43: a Party to 
  words 44: as the case may 
  words 45: cause its relevant Subsidiaries and Affiliates to
conversations.from: human
conversations.value: What are the missing spans: ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP Section 2.1 Reserved. Section 2.2 Reserved. Section 2.3 Assistance by Employees; Inventor Compensation. Each Party agrees that it shall [spans 1] (e. g.
conversations.from: assistant
conversations.value: spans 1: make available to the other Party the services of its employees and contractors reasonably necessary to assist the other Party with the prosecution of, and other patent or trademark office proceedings
conversations.from: human
conversations.value: Generate more:
  reissue, reexamination, interference, inter partes review, post-grant review, supplemental examination, and other similar proceedings) regarding the other Party's Patents, Trademarks and other Intellectual Property (collectively, "IP Proceedings"). Each Party agrees to reasonably ...
conversations.from: assistant
conversations.value: The completion of this text could be: make available to the other Party (i) inventors and other reasonably necessary persons employed by it for the other Party's reasonable needs regarding execution of documents, interviews, declarations and testimony, and (ii)...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: documents, materials and information for the other Party's reasonable good faith needs regarding such IP Proceedings. The Party involved in the IP Proceedings shall be responsible for the actual and reasonable out-of-pocket...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: expenses 5 associated with such assistance, expressly excluding the value of the time of the other Party's personnel. Each Party will be responsible for providing inventor incentive compensation to its employees under...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: its own internal policies. No Party shall have any obligation to provide...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: any inventor incentive compensation to an employee of the other Party except as required by law. Section 2.
conversations.from: human
conversations.value: Generate more:
  4 Ownership. (a) SpinCo expressly acknowledges that, as between RemainCo and SpinCo (and any other member of the SpinCo Group), as of the Distribution ...
conversations.from: assistant
conversations.value: The completion of this text could be: Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, RemainCo is and shall be the sole and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: exclusive owner of the Intellectual Property set forth on Schedule 2.4(a), and SpinCo agrees that it shall do nothing inconsistent with such ownership. (b) RemainCo expressly acknowledges that, as between SpinCo and RemainCo (and any other member of the RemainCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, SpinCo is the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(b), and RemainCo agrees that it shall do nothing inconsistent with such ownership. (c) If, within thirty-six (36) months of the Distribution Date, either Party has a good faith belief, based on reasonable inquiry, that Schedule 2.4(a) or Schedule 2.
conversations.from: human
conversations.value: Generate more:
  4(b) contains an error as to the allocation of ownership of any item of Intellectual Property set forth therein or that, as of the Distribution Date, any item of Intellectual Property was not otherwise properly allocated between RemainCo and the members of the RemainCo Group on the one hand and SpinCo and members of the SpinCo Group on the other hand, such Party will provide written notice to the other party regarding the error or discrepancy and the Parties shall, or shall cause the relevant members of the RemainCo Group and/or SpinCo Group, as necessary, to negotiate in good faith a mutually agreeable resolution. Section 2.5 Rights Arising in the Future. (a) As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, ...
conversations.from: assistant
conversations.value: The completion of this text could be: any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property. RemainCo shall have no obligation to notify SpinCo or any member of the SpinCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to SpinCo or any member of the SpinCo Group.
conversations.from: human
conversations.value: What are the missing words: (b) As between RemainCo and SpinCo, [words 1] by RemainCo or any member of [words 2] SpinCo or any member of the [words 3] Group, any and all Intellectual Property [words 4] practice by or 6 on behalf of SpinCo or any [words 5] Group after the Distribution Date, including, without [words 6] any Licensed RemainCo Intellectual Property or [words 7] Library Materials or any other Intellectual [words 8] by any member of the RemainCo Group or the SpinCo Group [words 9] belong solely and exclusively to SpinCo [words 10] the RemainCo Group shall have any right, title or interest in or to [words 11] Property. SpinCo shall have no obligation [words 12] the RemainCo Group of any such improvements [words 13] modifications or to disclose or license any such improvements [words 14] or any member of the RemainCo Group. Section 2.
conversations.from: assistant
conversations.value: words 1: unless otherwise agreed in writing 
  words 2: the RemainCo Group and 
  words 3: SpinCo 
  words 4: created, conceived, or actually reduced to 
  words 5: member of the SpinCo 
  words 6: limitation, any improvements or modifications to 
  words 7: Shared 
  words 8: Property licensed 
  words 9: pursuant to any other Intellectual Property Agreement, shall 
  words 10: and neither RemainCo nor any member of 
  words 11: such Intellectual 
  words 12: to notify RemainCo or any member of 
  words 13: or 
  words 14: or modifications to RemainCo
conversations.from: human
conversations.value: Generate more:
  6 Abandonment of Certain Intellectual Property. SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, neither SpinCo nor RemainCo has an interest in maintaining or continuing the prosecution and maintenance of the Intellectual Property set forth on Schedule 2.6, which Intellectual Property will be owned and controlled by the SpinCo Group as of the Distribution. SpinCo will, and will cause the ...
conversations.from: assistant
conversations.value: The completion of this text could be: applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future. For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: future. Section 2.7 Reserved. Section 2.
conversations.from: human
conversations.value: Generate more:
  8 Steam/its generation and use. The Parties acknowledge and agree that the engineering textbook/publication titled "Steam/its generation and use" and previously titled "Steam" (the "Steam Book") is a highly regarded and well respected publication in worldwide utility and industrial power generation fields. SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, SpinCo (i) owns all right, title and interest in and to the Copyright in all editions of the Steam Book throughout the world; (ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8; (iii) shall have ...
conversations.from: assistant
conversations.value: The completion of this text could be: the right to retain all proceeds derived from exploiting the Copyright of any edition of the Steam Book; and (iv) subject to Section 2.
conversations.from: human
conversations.value: Generate more:
  8(c), shall have the sole right to determine the content contained in all future editions of the Steam Book. (a) SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties ...
conversations.from: assistant
conversations.value: The completion of this text could be: and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo. SpinCo shall retain all proceeds of the sales of this publication. (b) SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book.
conversations.from: human
conversations.value: What are the missing spans: As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any [spans 1] in a subsequent agreement related to such contributions.7 (c) The Parties acknowledge that it is desirable for future [spans 2] inter alia, nuclear energy sources.
conversations.from: assistant
conversations.value: spans 1: future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth 
  spans 2: editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including,
conversations.from: human
conversations.value: What are the missing spans: SpinCo shall have the sole right to [spans 1] to collaborate with SpinCo to provide content related to [spans 2] with allocation of costs and revenues and any attribution and Copyright [spans 3] Parties. The foregoing right of first refusal shall cease in the event of a Change of Control of either [spans 4] event of a Change of Control.
conversations.from: assistant
conversations.value: spans 1: determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal 
  spans 2: nuclear subject matter in the forty-third (43rd) edition of the Steam Book, 
  spans 3: ownership with respect to RemainCo contributed content to be negotiated in good faith by the 
  spans 4: RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the
conversations.from: human
conversations.value: Generate more:
  (d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly ...
conversations.from: assistant
conversations.value: The completion of this text could be: perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the use of any protectable expression of the non-nuclear content contained in the Steam Book. SpinCo shall provide RemainCo with five hundred (500) copies...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of the current edition of the Steam Book at no cost to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. ARTICLE III TRADEMARKS Section 3.1 House Marks. (a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the "SpinCo Trademarks"), including the SpinCo House Marks, shall be the sole and exclusive property...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of the SpinCo Group and (ii) except as otherwise provided in Section 3.
conversations.from: human
conversations.value: What are the missing words: 2, the RemainCo Group shall cease and discontinue all use of [words 1] as of the Distribution Date. In addition, RemainCo agrees to use [words 2] efforts to change its name to eliminate Babcock & Wilcox therefrom, and, if applicable, to cause the members of the RemainCo Group to change their names to eliminate "Babcock," "Wilcox," "Babcock [words 3] Wilcox" or "B&W" therefrom and to [words 4] of the term "Babcock & Wilcox" or [words 5] 8 SpinCo Marks in its business or operations [words 6] Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change [words 7] and that RemainCo and the RemainCo Group may continue to use "BW" [words 8] thereof and therefrom (but not "B&W") in its business or operations after the Distribution Date.
conversations.from: assistant
conversations.value: words 1: the SpinCo Marks, including the SpinCo House Marks, 
  words 2: its best 
  words 3: and Wilcox," "Babcock & 
  words 4: cease and discontinue the use 
  words 5: "B&W" and any of the 
  words 6: as promptly as practicable following the Distribution 
  words 7: its name to BWX Technologies 
  words 8: and derivations
conversations.from: human
conversations.value: What are the missing spans: SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, [spans 1] application and/or subsequent application for registration by RemainCo or any member [spans 2] as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate [spans 3] (e. g.
conversations.from: assistant
conversations.value: spans 1: or otherwise challenge or object to the use of or any current 
  spans 2: of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions 
  spans 3: members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks
conversations.from: human
conversations.value: Generate more:
  in the event that any SpinCo House Mark is cited against an application for a RemainCo House Mark). (b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of ...
conversations.from: assistant
conversations.value: The completion of this text could be: consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e. g.
conversations.from: human
conversations.value: What are the missing words: in the event that any RemainCo House Mark is cited against an application for ... Mark). Section 3.2 Limited License to Use ... Marks. RemainCo shall have the right to use the SpinCo House Marks in connection with the operation ... for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including ... stationery or letterhead and any use on or in ... Assets. However, the Parties agree that the RemainCo Group may continue, ... distribute copies of any existing inventory of its marketing ... and printed promotional material, in existence on the ... efforts are made to remove or ... SpinCo House Marks appearing thereon prior to distribution.
conversations.from: assistant
conversations.value: words 1: a SpinCo House 
  words 2: SpinCo House 
  words 3: of the RemainCo Business 
  words 4: any use on 
  words 5: connection with other RemainCo 
  words 6: beyond such 270-day period, to 
  words 7: literature, including technical papers, brochures, 
  words 8: Distribution Date, provided, however, that reasonable 
  words 9: cover up any
conversations.from: human
conversations.value: Generate more:
  Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the SpinCo House Marks in accordance with such quality standards as are used by the SpinCo Group as of the date of this Agreement. Except as set forth in this Section 3.
conversations.from: human
conversations.value: What are the missing words: 2, it is expressly agreed that RemainCo is not obtaining [words 1] House Marks.9 Section 3.
conversations.from: assistant
conversations.value: words 1: any right, title or interest in the SpinCo
conversations.from: human
conversations.value: What are the missing words: 3 Removal of Classes from SpinCo Marks. (a) Within sixty ... the Distribution Date, SpinCo will make ... take all necessary actions, subject to all applicable ... as applicable, amend the description of goods and ... remove references to nuclear subject matter included in any existing ... SpinCo House Mark registered in the ... the United Kingdom, the People's Republic of China, ... Japan, Mexico, Norway, South Africa, Ukraine, the European Union ... amend or modify the description of goods ... subject matter contained in any application pending for any SpinCo ... Canada, the United Kingdom, the People's ... Vietnam, India, Indonesia, Japan, Mexico, Norway, ... Ukraine, the European Union and Argentina.
conversations.from: assistant
conversations.value: words 1: (60) days from 
  words 2: all necessary filings and 
  words 3: local Laws, to (i) 
  words 4: services to 
  words 5: registration for any 
  words 6: United States, Canada, 
  words 7: Romania, South Korea, Vietnam, India, Indonesia, 
  words 8: and Argentina and (ii) as applicable, to 
  words 9: and services to remove references to nuclear 
  words 10: House Mark in the United States, 
  words 11: Republic of China, Romania, South Korea, 
  words 12: South Africa,
conversations.from: human
conversations.value: Generate more:
  Without limiting the foregoing, within sixty (60) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all applicable local ...
conversations.from: assistant
conversations.value: The completion of this text could be: Laws, to amend the description of goods and services to remove referenced to nuclear subject matter from the registrations and applications for SpinCo House Marks listed on Schedule...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 3.3.
conversations.from: human
conversations.value: What are the missing spans: (b) Within ninety (90) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all [spans 1] existing registration for any SpinCo Trademarks [spans 2] Section 3.
conversations.from: assistant
conversations.value: spans 1: applicable local Laws, to (i) as applicable, amend the description of goods and services to remove references to nuclear subject matter included in any 
  spans 2: (other than SpinCo House Marks otherwise covered by Section 3.3(a)) and (ii) as applicable, amend or modify any application pending for any SpinCo Mark (other than SpinCo House Marks otherwise covered by
conversations.from: human
conversations.value: Generate more:
  3(a)) to amend the description of goods and services to remove references to nuclear subject matter contained in such application. Section 3.4 RemainCo Marks. SpinCo agrees and acknowledges that (i) as of the Date of this Agreement, as between the SpinCo Group and the RemainCo Group, all right, title and ...
conversations.from: assistant
conversations.value: The completion of this text could be: interest in and to the Trademarks set forth on Schedule 3.4 (the "RemainCo Trademarks") shall be the sole and exclusive property of the RemainCo Group and the SpinCo Group shall cease and discontinue all use of the RemainCo Marks as of the Distribution Date. Section 3.5 Duty to Avoid Confusion.
conversations.from: human
conversations.value: What are the missing words: The Parties confirm their belief that the [words 1] confusion will not result from their respective use of the SpinCo [words 2] Marks, including RemainCo's continuing use of the name [words 3] terms "BWX", "BWX Technologies" or "BWXT" and derivations thereof [words 4] differences in the goods and services primarily [words 5] (e. g. , nuclear versus fossil [words 6].
conversations.from: assistant
conversations.value: words 1: likelihood of 
  words 2: Marks and RemainCo 
  words 3: BWX Technologies and continued use of the 
  words 4: and therefrom, due to the 
  words 5: associated therewith 
  words 6: fuel)
conversations.from: human
conversations.value: What are the missing spans: In the event that either Party becomes aware ... uses of their respective marks, the Parties agree to communicate all details of each such instance to each other, and to cooperate reasonably to take steps to abate the cause of confusion or mistake, and to prevent any such confusion or mistake from arising again.10 ARTICLE IV SHARED LIBRARY MATERIALS Section 4.1 Shared Library Materials.
conversations.from: assistant
conversations.value: spans 1: of any actual confusion or mistake occurring as a result of their
conversations.from: human
conversations.value: Generate more:
  RemainCo and SpinCo acknowledge and agree that the Shared Library Materials represent a collection of shared historical and foundational information related to and derived from more than fifty (50) years of research and development focused on technology and design criteria applicable to the businesses of RemainCo and SpinCo, which information, including all Know-How and Copyrights contained therein, has application to the businesses of RemainCo and SpinCo. The Shared Library Materials identified as of the Distribution Date are set forth on Schedule 4.1, which may be amended or modified upon mutual agreement of the Parties from time to time to (i) include additional Shared Library Materials discovered after the Distribution Date or (ii) to reflect ...
conversations.from: assistant
conversations.value: The completion of this text could be: the results of the allocation process contemplated in Section 4.4 below. Section 4.2 Cross-License of Shared Library Materials. The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Shared Library Materials and may have a right and interest in and to certain Shared Library Materials, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.
conversations.from: human
conversations.value: What are the missing spans: 4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) [spans 1] perpetual (subject to Section 4.
conversations.from: assistant
conversations.value: spans 1: to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a
conversations.from: human
conversations.value: What are the missing spans: 4), irrevocable, non-exclusive, royalty-free, worldwide right [spans 1] in Section 5.6) to use the Shared Library [spans 2] and interest in and to the Shared Library Materials, SpinCo, for itself and [spans 3] worldwide right and license with the right to grant [spans 4] perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license [spans 5] embodied therein, for any purpose in any field other than the SpinCo Core Field [spans 6] Field. The foregoing licenses include the right to reproduce, prepare derivative works, distribute, [spans 7] products and services, subject in each case to applicable export [spans 8] 4.5. Section 4.3 Maintenance of Shared Library Materials. Unless mutually agreed upon by the Parties in writing, all Shared Library Materials (other than those which [spans 9] mutually agreed upon location accessible to both Parties (the "Shared Location") and in a [spans 10] and replacement of documents and similar issues.11 (a) Notwithstanding the foregoing, the Parties acknowledge and agree that (i) archival copies [spans 11] of the applicable microfiche exist as of the Distribution Time; and (iii) rather [spans 12] that in the event that any Shared Library Materials are found to be missing from or otherwise [spans 13] for copying, with all copying costs to be paid [spans 14] copy. (b) RemainCo and SpinCo agree to share all costs [spans 15] as set forth in Schedule 6.3 of [spans 16] Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared [spans 17] Separation Agreement. The other Party will reimburse the responsible Party for the applicable [spans 18] of such statement, unless otherwise agreed upon [spans 19].
conversations.from: assistant
conversations.value: spans 1: and license with the right to grant sublicenses (solely as set forth 
  spans 2: Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right 
  spans 3: as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, 
  spans 4: sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a 
  spans 5: with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights 
  spans 6: or the RemainCo Core 
  spans 7: perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support 
  spans 8: control Laws and the provisions of Section 
  spans 9: have been allocated pursuant to Section 4.4) shall be maintained in a 
  spans 10: manner mutually agreeable to both Parties with respect to shared access, removal 
  spans 11: of certain Shared Library Materials are recorded on microfiche; (ii) two sets 
  spans 12: than maintaining such microfiche in a mutually agreed upon location accessible to both Parties, each Party will be entitled to maintain a copy of the microfiche at its own location, provided, however, 
  spans 13: inaccessible using one Party's copy of the applicable microfiche, the other Party will provide such Party with access to the microfiche in its possession 
  spans 14: by the Party seeking to obtain the 
  spans 15: and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location 
  spans 16: the Master Separation 
  spans 17: Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master 
  spans 18: percentage of such costs and expenses within thirty (30) days of receipt 
  spans 19: by the Parties
conversations.from: human
conversations.value: What are the missing words: (c) Without limiting this Section 4.3, the Parties agree that [words 1] Location will be the Iron Mountain [words 2] Boyers, Pennsylvania, which will be maintained [words 3] an agreement between RemainCo and Iron Mountain [words 4] for the 1100 account. RemainCo and SpinCo shall share all costs and expenses [words 5] the Shared Library Materials with Iron [words 6] manner consistent with Section 4.
conversations.from: assistant
conversations.value: words 1: as of the Distribution Time, the Shared 
  words 2: storage facility located at 
  words 3: pursuant to 
  words 4: for the 137RC account and by SpinCo 
  words 5: related to storing 
  words 6: Mountain in a
conversations.from: human
conversations.value: Generate more:
  3(b) above. Section 4.4 Potential Allocation of Shared Library Materials. The Parties acknowledge and agree that the Shared Library Materials may contain limited material that could be allocated solely to one Party with respect to ownership and use. In the event that one Party (the "Notifying Party") discovers an item of Shared Library Material which it believes should be allocated to one Party based upon a good faith belief that such items ...
conversations.from: assistant
conversations.value: The completion of this text could be: belongs to or relates exclusively to the business of such Party, the Notifying Party will notify the other Party (the "Reviewing Party") of the item and the proposed allocation, including the Notifying Party's rationale, in writing and designate at least one representative from the relevant operating division to negotiate the proposal. The Reviewing Party will designate at least one representative from the relevant operating division to review and negotiate the proposed allocation.
conversations.from: human
conversations.value: What are the missing words: The Parties, including the designated representatives, shall negotiate regarding the Notifying Party's proposal in good faith. [words 1] mutually agree that the Notifying Party's proposal [words 2] of Shared Library Material (i) shall [words 3] be owned by the specified Party, (ii) [words 4] (iii) shall be permanently removed from the Shared Location by the specified [words 5] Schedule 4.
conversations.from: assistant
conversations.value: words 1: In the event that the Parties 
  words 2: is valid, the applicable item 
  words 3: be deemed to 
  words 4: shall no longer constitute Shared Library Material; 
  words 5: Party and (iv) shall be removed from
conversations.from: human
conversations.value: What are the missing spans: 1, provided, however, that the foregoing shall [spans 1] Shared Library Material made prior to [spans 2] proposal. In the event that the Parties do not agree that the Notifying Party's proposal is valid, the applicable item shall remain Shared Library [spans 3] Agreement. Without limiting the foregoing, the Parties [spans 4] standards series and numbering set forth on Schedule 4.4.
conversations.from: assistant
conversations.value: spans 1: not limit a Party's existing use of any Shared Library Material or obligate any Party to cease utilizing any derivative works of such 12 
  spans 2: the date of agreement regarding the Notifying Party's 
  spans 3: Material under the terms of this 
  spans 4: agree and acknowledge that the Shared Library Materials may contain design standards and design manuals related solely to nuclear content set forth on Schedule 4.4 (collectively, the "Nuclear Design Manuals"), and that such Nuclear Design Manuals are deemed to be owned by RemainCo, subject only to SpinCo's right to confirm that such Nuclear Design Manuals, including each page therein, are marked with the engineering
conversations.from: human
conversations.value: Generate more:
  SpinCo's right to such confirmation is expressly limited to confirmation of the ...
conversations.from: assistant
conversations.value: The completion of this text could be: engineering standards series and numbering system contained in or on such Nuclear...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Design Materials for purposes of confirmation of the document's identification and does not include the right to analyze, review, or approve any of the content contained in any such Nuclear Design Manual. Section 4.
conversations.from: human
conversations.value: Generate more:
  5 Confidentiality and Trade Secret Status of Shared Library Materials. The Parties acknowledge that ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Research Documents contained within the Shared Library Materials likely contain proprietary trade secret information.
conversations.from: human
conversations.value: Generate more:
  Each Party will use reasonable efforts to maintain confidentiality of any trade secret or proprietary information contained within the Shared Library Materials in a manner materially consistent with the how the applicable ...
conversations.from: assistant
conversations.value: The completion of this text could be: Party protects its own trade secret or proprietary information. Section 4.
conversations.from: human
conversations.value: Generate more:
  6 Third Party Materials Contained in the Shared Library Materials. The Parties acknowledge that the Shared Library Materials contain Third Party-owned material, including, without limitation, the Reference Materials, and this Agreement does not include any license to utilize such Third Party-owned material or any representation, warranty or indemnity from or to SpinCo or RemainCo or any member of the SpinCo Group or RemainCo Group ...
conversations.from: assistant
conversations.value: The completion of this text could be: related to the use of such Third Party-owned material in connection with the Shared Library Materials.
conversations.from: human
conversations.value: What are the missing words: ARTICLE V INTELLECTUAL PROPERTY LICENSES AND COVENANTS Section 5.1 Cross-License of [words 1] Know-How. (a) SpinCo, for itself and [words 2] other members of the SpinCo Group, [words 3] exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section [words 4].
conversations.from: assistant
conversations.value: words 1: Shared 
  words 2: as representative of all 
  words 3: hereby grants to RemainCo (x) a perpetual, irrevocable, 
  words 4: 5
conversations.from: human
conversations.value: What are the missing words: 6) to use the SpinCo Know- How ... the RemainCo Business or otherwise in the possession ... any member of the RemainCo Group ... (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in ... perpetual, irrevocable, non-exclusive, royalty-free, worldwide right ... to grant sublicenses (solely as set ... use the Licensed SpinCo Know-How for ... RemainCo Business and any future extensions of ... any field other than the RemainCo Core ... SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo ... 13 licensed by SpinCo or any ... the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an ... the Effective Date or result in any ... of the SpinCo Group for payments ... or (ii) any intellectual property not ... one or more members of the SpinCo Group, or as to which no member of ... to grant sublicenses, as of the Effective Date. (b) RemainCo, for itself and as representative ... all other members of the RemainCo Group, hereby grants ... exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.
conversations.from: assistant
conversations.value: words 1: currently or previously used in connection with 
  words 2: of RemainCo or 
  words 3: as of Distribution Date 
  words 4: the RemainCo Core Field and (y) a 
  words 5: and license with the right 
  words 6: forth in Section 5.6) to 
  words 7: the continued operation of the 
  words 8: the RemainCo Business in 
  words 9: Field or the 
  words 10: Know-How 
  words 11: other member of 
  words 12: agreement with any Third Party executed prior to 
  words 13: expense to SpinCo or any member 
  words 14: to such Third Party 
  words 15: owned by 
  words 16: the SpinCo Group has the right 
  words 17: of 
  words 18: to SpinCo (x) a perpetual, irrevocable,
conversations.from: human
conversations.value: What are the missing spans: 6) to use the RemainCo Know-How currently or previously used in connection with ... RemainCo Know-How"), for the continued operation of the SpinCo Business and any future ... a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set ... SpinCo Business in any field other than the RemainCo Core Field or the ... RemainCo Group if and to the extent the licensing of same ... Party executed prior to the Effective Date or result in any ... one or more members of the RemainCo Group, or as to which no member of the RemainCo ... Date. Section 5.
conversations.from: assistant
conversations.value: spans 1: the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed 
  spans 2: extensions of the SpinCo Business in the SpinCo Core Field and (y) 
  spans 3: forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the 
  spans 4: SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the 
  spans 5: to SpinCo would constitute a breach of an agreement with any Third 
  spans 6: expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by 
  spans 7: Group has the right to grant sublicenses, as of the Effective
conversations.from: human
conversations.value: Generate more:
  2 Reserved. Section ...
conversations.from: assistant
conversations.value: The completion of this text could be: 5.3 Reserved. Section...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 5.
conversations.from: human
conversations.value: What are the missing spans: 4 Cross-Licenses of Software. (a) The Parties acknowledge and [spans 1] to exploit the Software set forth on Schedule 5.4(a) (the "Foundational Software") and may have a right and interest in and to the Foundational Software, including in and to Intellectual [spans 2] therein. Accordingly, (i) with respect to RemainCo's right and interest in [spans 3] Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, [spans 4] the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest [spans 5] RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual [spans 6] any future extensions of the RemainCo Business [spans 7] Property embodied therein, for the continued operation of the RemainCo Business and any future extensions [spans 8].
conversations.from: assistant
conversations.value: spans 1: agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights 
  spans 2: Property embodied 
  spans 3: and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core 
  spans 4: including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or 
  spans 5: in and to the Foundational Software, SpinCo, for itself and as representative of all other members 14 of the SpinCo Group, hereby grants to 
  spans 6: Property embodied therein, for the continued operation of the RemainCo Business and 
  spans 7: in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual 
  spans 8: of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field
conversations.from: human
conversations.value: Generate more:
  The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to ...
conversations.from: assistant
conversations.value: The completion of this text could be: use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services. Section 5.5 Reserved. Section 5.
conversations.from: human
conversations.value: What are the missing spans: 6 Sublicensing; Assignability. (a) The foregoing licenses ... Affiliate or (ii) to the extent the licensee transfers ... relates. (b) RemainCo may sublicense the Licensed ... Article 5, provided that such sublicense shall only be effective for ... Section 5.6(a)(ii).
conversations.from: assistant
conversations.value: spans 1: shall be assignable in whole or in part only (i) to any 
  spans 2: to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, 
  spans 3: SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in 
  spans 4: such time as such entity remains an Affiliate of RemainCo, subject to
conversations.from: human
conversations.value: What are the missing words: RemainCo may, and may permit its sublicensees to, ... drawings; form, fit, and function drawings; ... product and installation/erection specifications based upon the Licensed SpinCo Intellectual ... enable them to use, operate, maintain and ... the equipment, services or other deliverables which ... are derived from the Licensed SpinCo ... sold to them by RemainCo or its sublicensees; and ... vendors to enable them to manufacture, ... maintain those products to which the licenses set ... relate. (c) SpinCo may sublicense the ... Affiliates of SpinCo, even if they become Affiliates ... Date, solely within the scope of its licenses in Article 5, provided that ... be effective for such time as ... remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii).
conversations.from: assistant
conversations.value: words 1: sublicense erection and arrangement 
  words 2: and 
  words 3: Property to: (i) customers to 
  words 4: repair 
  words 5: incorporate or 
  words 6: Intellectual Property and which were 
  words 7: (ii) to contractors, subcontractors and 
  words 8: erect, install, service, repair and 
  words 9: forth in Article 5 
  words 10: Licensed RemainCo Intellectual Property to 
  words 11: after the Distribution 
  words 12: such sublicense shall only 
  words 13: such entity
conversations.from: human
conversations.value: What are the missing spans: SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement ... upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables ...
conversations.from: assistant
conversations.value: spans 1: drawings; form, fit, and function drawings; and product and installation/erection specifications based 
  spans 2: which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.15 Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property
conversations.from: human
conversations.value: Generate more:
  (a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field. (b) SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field. ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 5.8 Third Party Agreements; Reservation of Rights. (a) All licenses granted herein are expressly made only subject to, and only to the extent permissible under, all pre-existing rights, obligations and restrictions contained in any existing agreements related to the applicable Intellectual Property licensed herein, including, without limitation, licenses or other rights existing in third parties granted by SpinCo or RemainCo and/or their sublicensees in existing license agreements, applicable agreements in existence between members of the RemainCo Group and the United States Department of Energy, applicable agreements in existence between members of the SpinCo Group and the United States Department of Energy and all existing security agreements and liens in place in connection with such licensed Intellectual Property.
conversations.from: human
conversations.value: What are the missing words: (b) Except for the limited rights granted in [words 1] with the Licensed RemainCo Intellectual Property, including, without limitation, the [words 2] of or related to Section 5.10, RemainCo reserves [words 3] itself all right, title and interest [words 4] to the Licensed RemainCo Intellectual Property. Without limiting [words 5] of clarity, as between RemainCo and SpinCo, RemainCo retains all rights in [words 6] and to use and exploit, and including without limitation the right to make, [words 7] made, use, lease, sell, offer for sale, [words 8] reproduce, prepare derivative works of, distribute [words 9] products and services which utilize or embody such Licensed [words 10] in the RemainCo Core Field. Except [words 11] in this Agreement in connection with the Licensed [words 12] limitation, the rights and obligations arising out [words 13] reserves to itself all right, title and [words 14] to the Licensed SpinCo Intellectual Property. Without limiting the [words 15] between RemainCo and SpinCo, SpinCo retains all rights in and to, [words 16] use and exploit, and including without limitation the right [words 17] sell, offer for sale, and import, and use, reproduce, prepare [words 18] perform and display products and services [words 19] Licensed SpinCo Intellectual Property in the SpinCo Core Field. Section 5.9 Maintenance [words 20] Property. (a) RemainCo shall not have, nor [words 21] member of the RemainCo Group have, [words 22] the pendency, subsistence, validity, enforceability or [words 23] Licensed RemainCo Intellectual Property. RemainCo may, and may [words 24] to, discontinue maintenance, abandon or dedicate to the [words 25] Property.16 (b) SpinCo shall not have, nor shall any member of [words 26] Group have, any obligation to maintain the [words 27] validity, enforceability or confidentiality of any [words 28].
conversations.from: assistant
conversations.value: words 1: this Agreement in connection 
  words 2: rights and obligations arising out 
  words 3: to 
  words 4: in and 
  words 5: the foregoing, for purposes 
  words 6: and to, 
  words 7: have 
  words 8: and import, and use, 
  words 9: copies, perform and display 
  words 10: RemainCo Intellectual Property 
  words 11: for the limited rights granted 
  words 12: SpinCo Intellectual Property, including, without 
  words 13: of or related to Section 5.10, SpinCo 
  words 14: interest in and 
  words 15: foregoing, for purposes of clarity, as 
  words 16: and to 
  words 17: to make, have made, use, lease, 
  words 18: derivative works of, distribute copies, 
  words 19: which utilize or embody such 
  words 20: of Intellectual 
  words 21: shall any 
  words 22: any obligation to maintain 
  words 23: confidentiality of any 
  words 24: permit an applicable member of the RemainCo Group 
  words 25: public any Licensed RemainCo Intellectual 
  words 26: the SpinCo 
  words 27: pendency, subsistence, 
  words 28: Licensed SpinCo Intellectual Property
conversations.from: human
conversations.value: What are the missing spans: SpinCo may, and may permit an applicable member of the RemainCo Group [spans 1] Property. Section 5.10 Covenants. (a) RemainCo hereby covenants not [spans 2] Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued [spans 3] Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo [spans 4] foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein. (b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's [spans 5] or misappropriation based upon any action that [spans 6] Date. The foregoing covenant shall extend [spans 7].
conversations.from: assistant
conversations.value: spans 1: to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual 
  spans 2: to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and 
  spans 3: operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution 
  spans 4: further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the 
  spans 5: right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement 
  spans 6: occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution 
  spans 7: to any permitted assignees or sublicensees of RemainCo hereunder
conversations.from: human
conversations.value: What are the missing words: SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or [words 1] transfer, convey or otherwise assign any [words 2] the foregoing Intellectual Property and shall ensure that [words 3] writing, to be bound by the covenants and [words 4] herein. ARTICLE VI TECHNICAL ASSISTANCE AND [words 5] Reserved. Section 6.
conversations.from: assistant
conversations.value: words 1: Affiliate to whom SpinCo may sell, 
  words 2: of 
  words 3: any such Person agrees, in 
  words 4: obligations set forth 
  words 5: TECHNOLOGY TRANSFER Section 6.1
conversations.from: human
conversations.value: Generate more:
  2 Reserved. ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 6.
conversations.from: human
conversations.value: Generate more:
  3 No Additional Technical Assistance. Except as expressly set forth in the Master Separation Agreement or any other Intellectual Property Agreement or other Ancillary Agreement, no Party shall be required to provide the other Party with any technical assistance or to furnish any other Party with any documents, materials or other information or Know-How.17 ARTICLE VII NO WARRANTIES. Except as expressly set forth in this Agreement, SpinCo and RemainCo understand and agree that no member of the RemainCo Group is making any representation or warranty of any kind whatsoever, express or implied, to SpinCo or any member of the SpinCo Group in any way as to the SpinCo Business, the Foundational Software, Shared Library Materials or the Licensed RemainCo Intellectual Property; and, no member of the SpinCo Group is making any representation or warranty of any kind whatsoever, express or implied, to RemainCo or any member of the RemainCo Group in any way as to the RemainCo Business, the Shared Library Materials, the Foundational Software or the Licensed SpinCo Intellectual Property. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING THE TRANSFERS AND LICENSES REFERRED TO IN THIS AGREEMENT (INCLUDING PRIOR TRANSFERS) HAVE BEEN, OR WILL BE, MADE ...
conversations.from: assistant
conversations.value: The completion of this text could be: WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS OR INTELLECTUAL PROPERTY, (B) THE CONDITION OR SUFFICIENCY OF ANY ASSETS OR INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED "AS IS, WHERE IS. " ARTICLE VIII THIRD-PARTY INFRINGEMENT Section 8.
conversations.from: human
conversations.value: Generate more:
  1 No Obligation. No Party shall have any obligation to institute or maintain any action or suit against any Third Party for infringement or misappropriation of any Intellectual Property licensed hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any such Intellectual Property or which claims that any Intellectual Property licensed to the other Party infringes or constitutes misappropriation of the Intellectual Property rights of any Third Party.18 Section 8.2 Notice Regarding Infringement. Each Party shall promptly notify the other Party in writing upon learning that a Third Party may potentially be infringing, misappropriating or otherwise violating any Intellectual Property licensed under this Agreement, ...
conversations.from: assistant
conversations.value: The completion of this text could be: which notice shall set forth in reasonable detail the identity of the suspected infringer and nature of suspected infringement. Section 8.3 Suits for Infringement. (a) Licensed RemainCo Intellectual Property. (i) With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field.
conversations.from: human
conversations.value: Generate more:
  RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo ...
conversations.from: assistant
conversations.value: The completion of this text could be: Core Field. SpinCo, as the exclusive licensee, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In such instance, RemainCo shall control any such action or proceeding and negotiations for...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: its settlement and compromise and shall have sole discretion regarding the settlement or compromise thereof.
conversations.from: human
conversations.value: Generate more:
  In connection with the foregoing, SpinCo may, at its option, elect to assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. SpinCo will provide prompt written notice to RemainCo, in any event no later than thirty (30) days after receipt of RemainCo's notice of its determination to initiate, prosecute and control such action or proceeding in the SpinCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs. In the event SpinCo does not elect to assume and pay the costs associated with RemainCo's initiation, prosecution and control of such action or proceeding in the SpinCo Core Field, RemainCo shall assume and pay its and SpinCo's out-of-pocket costs incurred in ...
conversations.from: assistant
conversations.value: The completion of this text could be: connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding in the SpinCo Core Field shall be retained by (i) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding or (ii) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.3(a)(i). (ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field.
conversations.from: human
conversations.value: Generate more:
  SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall 19 provide all reasonable cooperation, including any necessary use of their name, ...
conversations.from: assistant
conversations.value: The completion of this text could be: required to prosecute such action or proceeding. In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.
conversations.from: human
conversations.value: Generate more:
  (iii) In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed RemainCo Intellectual Property in both the ...
conversations.from: assistant
conversations.value: The completion of this text could be: SpinCo Core Field and the RemainCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: respond to such infringement in the SpinCo Core Field and RemainCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.3(a)(i) or Section 8.3(a)(ii).
conversations.from: human
conversations.value: Generate more:
  (b) Licensed SpinCo Intellectual Property. (i) With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain ...
conversations.from: assistant
conversations.value: The completion of this text could be: infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field.
conversations.from: human
conversations.value: What are the missing spans: SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding [spans 1] Field. RemainCo, as the exclusive licensee, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding.
conversations.from: assistant
conversations.value: spans 1: in the RemainCo Core
conversations.from: human
conversations.value: What are the missing spans: In such instance, SpinCo shall control any such [spans 1] thereof. In connection with the foregoing, RemainCo may, at its option, elect to [spans 2] fees. RemainCo will provide prompt written notice to SpinCo, in any event no [spans 3] determination to initiate, prosecute and control such action or proceeding in the RemainCo Core Field, of its determination to elect to assume [spans 4] costs. In the event RemainCo does not elect to assume and pay the costs associated with SpinCo's [spans 5] undertaken by SpinCo, including, without limitation, attorney's fees.
conversations.from: assistant
conversations.value: spans 1: action or proceeding and negotiations for its settlement and compromise and shall have sole discretion regarding the settlement or compromise 
  spans 2: assume and pay its and SpinCo's out-of- pocket costs incurred in connection with such litigation or proceeding, including, without limitation, attorney's 
  spans 3: later than thirty (30) days after receipt of SpinCo's notice of its 
  spans 4: and pay the applicable costs or to decline to pay assume and pay the applicable 
  spans 5: initiation, prosecution and control of such action or proceeding in the RemainCo Core Field, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding
conversations.from: human
conversations.value: Generate more:
  Any recovery obtained as a result of such proceeding in the RemainCo Core Field shall be retained by (i) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding or (ii) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.4(b)(i). (ii) If SpinCo does not exercise its right to enforce any applicable Licensed ...
conversations.from: assistant
conversations.value: The completion of this text could be: SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that 20 effect to RemainCo and, as between SpinCo and RemainCo, RemainCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding.
conversations.from: human
conversations.value: Generate more:
  SpinCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, RemainCo ...
conversations.from: assistant
conversations.value: The completion of this text could be: shall assume and pay its and SpinCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the RemainCo Core Field shall be retained by RemainCo.
conversations.from: human
conversations.value: What are the missing spans: (iii) In the event that a Third [spans 1] in good faith regarding the manner in which to respond to such infringement [spans 2] 8.4(b)(i) or Section 8.4(b)(ii). ARTICLE IX CONFIDENTIALITY Section 9.
conversations.from: assistant
conversations.value: spans 1: Party may potentially be infringing, misappropriating or otherwise violating any Licensed SpinCo Intellectual Property in both the RemainCo Core Field and the SpinCo Core Field, SpinCo and RemainCo will meet and confer 
  spans 2: in the RemainCo Core Field and SpinCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section
conversations.from: human
conversations.value: What are the missing words: 1 RemainCo and SpinCo shall hold ... of the RemainCo Group and the SpinCo Group, respectively, to hold, and shall each cause their respective officers, employees, agents, ... strict confidence and not to disclose ... prior written consent of the other Party, ... Information (as defined herein) of such ... of its Group; provided, that the Parties may disclose, or ... Confidential Information (i) to their respective auditors, ... and other appropriate consultants and advisors who have a need ... of their obligation to hold such information ... extent as is applicable to the Parties and in ... to comply with such obligations, RemainCo or SpinCo, as the ... be, will be responsible or (ii) to the ... member of the RemainCo Group or the SpinCo Group ... to disclose any such Confidential Information by judicial or administrative process or, ... other requirements of Law. Notwithstanding the foregoing, in the event that any demand ... is made pursuant to clause (ii) above, RemainCo or ... be, shall promptly notify the other of ... or demand and shall provide the other a reasonable opportunity to ... or other remedy, which both Parties will cooperate ...
conversations.from: assistant
conversations.value: words 1: and shall cause the members 
  words 2: consultants and advisors to hold, in 
  words 3: or release without the 
  words 4: any and all Confidential 
  words 5: other Party or the members 
  words 6: may permit disclosure of, such 
  words 7: attorneys, financial advisors, bankers 
  words 8: to know such information and are informed 
  words 9: confidential to the same 
  words 10: respect of whose failure 
  words 11: case may 
  words 12: extent any 
  words 13: is compelled 
  words 14: in the opinion of legal counsel, by 
  words 15: or request for disclosure of Confidential Information 
  words 16: SpinCo, as the case may 
  words 17: the existence of such request 
  words 18: seek an appropriate protective order 
  words 19: in seeking to obtain
conversations.from: human
conversations.value: Generate more:
  In the event that such appropriate protective order or other remedy is not obtained, the Party who is being compelled to disclose (or whose Group member is being compelled to disclose) shall, ...
conversations.from: assistant
conversations.value: The completion of this text could be: and shall cause the applicable members at its Group to, furnish, or cause to be furnished, only that portion of such Confidential Information that is legally required to be disclosed.21 Section 9.
conversations.from: human
conversations.value: Generate more:
  2 As used in this Article 9, "Confidential Information" shall mean all proprietary, technical or proprietary, operational information (including Know-How and proprietary information relating to the ages, birth dates, social security numbers, health-related matters or other confidential matters concerning employees or former employees) of one Party or members of its Group which, prior to or following the Distribution Time, has been disclosed by RemainCo or members of the RemainCo Group, on the one hand, or SpinCo or members of the SpinCo Group, on the other hand, to, or otherwise has come into the possession of, the other Group, including pursuant to the technical assistance and technology transfer provisions of Article VI hereof or any other provision of this Agreement (except to the extent that such information can be shown to have been (a) in the public domain through no fault of such Party (or, in the case of RemainCo, any other member of the RemainCo Group or, in the case of SpinCo, any other member of ...
conversations.from: assistant
conversations.value: The completion of this text could be: the SpinCo Group) or (b) later lawfully acquired from other sources by the Party (or, in the case of RemainCo, such member of the RemainCo Group or, in the case of SpinCo, such member of the SpinCo Group) to which it was furnished; provided, however, in the case of (b) that such sources did not provide such information in breach of any confidentiality obligations), or (c) independently developed by employees or agents of such Party who had no access, direct or indirect, to such information provided by the other Party. (a) Each Party shall use the Confidential Information only as permitted pursuant to this Agreement and shall not disclose any Confidential Information to any Third Party unless permitted pursuant to this Agreement. Each Party shall exercise the same degree of care to protect and maintain the confidentiality of the Confidential Information received from the other Party hereunder (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar information.
conversations.from: human
conversations.value: What are the missing words: Without limiting the foregoing, each Party [words 1] implement and maintain comprehensive security protocols [words 2] Confidential Information received from the other Party hereunder, including, without [words 3] and physical security strategies and access restrictions to [words 4] Confidential Information. ARTICLE X MISCELLANEOUS Section 10.1 Authority. [words 5] of the Parties represents to the [words 6] it has the corporate or other [words 7] to execute, deliver and perform this Agreement, (b) [words 8] execution, delivery and performance of this [words 9] has been duly authorized by all necessary corporate or other [words 10] validly executed and delivered this Agreement [words 11] and delivered on or prior to the Distribution Time, [words 12] (d) this Agreement is legal, valid and binding [words 13] accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other [words 14] generally and general equity principles.
conversations.from: assistant
conversations.value: words 1: will take commercially reasonable efforts to 
  words 2: to protect and maintain the confidentiality of the 
  words 3: limitation, implementing administrative, technical, digital, electronic 
  words 4: protect 
  words 5: Each 
  words 6: other that (a) 
  words 7: requisite power and authority 
  words 8: the 
  words 9: Agreement by it 
  words 10: actions, (c) it has duly and 
  words 11: to be executed 
  words 12: and 
  words 13: obligations, enforceable against it in 
  words 14: similar Laws affecting creditors' rights
conversations.from: human
conversations.value: Generate more:
  This Agreement and the Schedules referenced herein or therein or attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.22 Section 10.3 Binding Effect; Third-Party Beneficiaries; Assignment. Except as expressly set ...
conversations.from: assistant
conversations.value: The completion of this text could be: forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
conversations.from: human
conversations.value: What are the missing words: This Agreement may not be assigned by either Party, except with the prior written consent of the other Party. Section 10.4 Amendment. No change or ... to this Agreement except by an instrument in ... Parties.
conversations.from: assistant
conversations.value: words 1: amendment may be made 
  words 2: writing signed on behalf of both of the
conversations.from: human
conversations.value: Generate more:
  Section 10.5 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party in the exercise of any right hereunder shall impair such right or be ...
conversations.from: assistant
conversations.value: The completion of this text could be: construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available. Section 10.6 Notices. Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: duly given (i) when personally delivered or (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: delivered pursuant to this clause (iv) shall also be sent pursuant to...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: clause (i), (ii) or (iii)), addressed to the attention of the addressee's General Counsel at the address of its principal executive office or to such other address or facsimile number for a Party as it shall have specified by like notice.
conversations.from: human
conversations.value: Generate more:
  Section 10.7 Counterparts. This Agreement, including the Schedules and Exhibits hereto and the other documents referred to herein, may be executed in multiple counterparts, ...
conversations.from: assistant
conversations.value: The completion of this text could be: each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.
conversations.from: human
conversations.value: Generate more:
  Section 10.8 Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be ...
conversations.from: assistant
conversations.value: The completion of this text could be: invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.
conversations.from: human
conversations.value: Generate more:
  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall ...
conversations.from: assistant
conversations.value: The completion of this text could be: interpret this Agreement so as to effect the original 23 intent of the Parties as closely as possible in an acceptable manner to the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. Section 10.
conversations.from: human
conversations.value: What are the missing words: 9 Governing Law. This Agreement shall be governed [words 1] in accordance with, the substantive laws of the State [words 2] to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.
conversations.from: assistant
conversations.value: words 1: by, and construed and enforced 
  words 2: of Delaware, without regard
conversations.from: human
conversations.value: What are the missing words: This Agreement shall be construed as if jointly drafted by SpinCo and RemainCo and no rule [words 1] interpretation shall be applied against either Party. [words 2] represent that this Agreement is entered into with [words 3] any and all rights which the Parties may have.
conversations.from: assistant
conversations.value: words 1: of construction or strict 
  words 2: The Parties 
  words 3: full consideration of
conversations.from: human
conversations.value: What are the missing spans: The Parties have relied upon their [spans 1] choosing. The Parties have had access to independent legal advice, have conducted [spans 2] this Agreement and their rights and asserted rights in connection therewith. The Parties [spans 3] Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on [spans 4] Agreement. Section 10.11 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be [spans 5] Party. (INTENTIONALLY LEFT BLANK) 24 WHEREFORE, the [spans 6] above. THE BABCOCK & WILCOX COMPANY By: /s/ David S. Black Name: David S. Black Title: Vice President and Chief Accounting Officer BABCOCK & WILCOX ENTERPRISES, INC. By: /s/ J.
conversations.from: assistant
conversations.value: spans 1: own knowledge and judgment and upon the advice of the attorneys of their 
  spans 2: such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding 
  spans 3: are not relying upon any representations or statements made by any other Party, or such other Party's employees, agents, representatives or attorneys, regarding this 
  spans 4: the part of the other Party (or such other Party's employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this 
  spans 5: performed by any Subsidiary or Affiliate of such 
  spans 6: Parties have signed this Agreement effective as of the date first set forth
conversations.from: human
conversations.value: What are the missing spans: 1(e) SpinCo Core Field; RemainCo Core Field SpinCo Core Field means: 1. Ownership and/or operation of power generation facilities fired with [spans 1] (e. g.
conversations.from: assistant
conversations.value: spans 1: combustible fossil fuels
conversations.from: human
conversations.value: Generate more:
  coal, coal slurry, oil or natural gas), biomass, municipal solid waste or ...
conversations.from: assistant
conversations.value: The completion of this text could be: concentrated solar energy through tower based solar thermal conversion systems, in each...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: case for the provision of power, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). &bbsp; 2.
conversations.from: human
conversations.value: Generate more:
  Design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, ...
conversations.from: assistant
conversations.value: The completion of this text could be: sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning related to: (a). Fired steam...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: generators encompassing fossil fuel boilers which are fueled by combustible fossil fuels (e. g. , coal, coal slurry, oil or natural gas) or support subsystems, equipment or components thereof, including fuel drying,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: heat exchangers used in connection with such fired steam generators, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (b). Fired steam generators encompassing waste fuel boilers which are fueled by...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: combustible waste fuels (e. g. , carbon monoxide, biomass, black liquor, municipal solid waste (MSW) or refuse-derived fuel (RDF)) or support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing heat exchangers used in connection with such fired steam generators, other...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (c). Gasifier systems which partially convert fossil or waste fuels (e. g. , coal, oil, natural gas or biomass) to syngas and support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, gasifiers, heat exchangers used in connection with such gasifier systems, pressure parts, boiler cleaning systems, ash systems, valves, controls & diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (d). Tower-based solar thermal conversion systems which are enabled by solar...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: energy and support subsystems, equipment or components thereof, including receiver system, pressure parts, molten salt or particle systems (e. g. , heat exchangers specifically for tower-based solar thermal conversion systems enabled by solar energy or associated pumps or tanks), valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (e). The following specific unfired heat exchangers Turbine Exhaust Gas boilers...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: (10K2), Heat Recovery Steam Generation Boilers (10K22), Water Tube Waste Heat Boilers Two Drum (Stirling Types) (1K4), 3 Drum Waste Heat Recovery Boiler (1K4), Water Tube Waste Heat "H" Stirling Boiler (1K4), Water Tube Long Drum (LD) boiler (1K4), CO boiler (1K26), Waste Heat (WH) (1K4), Oxygen Convertor Hoods (1K44), Gas Tube (FT) boilers (1K46), FM boilers (1K239), FO boilers (1K2311), Struthers Wells type...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: EOR boiler as defined by the existing specific referenced design standards, or support subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (f). Chemical looping conversion systems which are fueled by combustible fossil fuels (e. g.
conversations.from: human
conversations.value: What are the missing words: coal, coal slurry, oil or natural gas) [words 1] output of steam, CO2, H2 or syngas or support subsystems, equipment or components [words 2] including fuel feed, pulverizers, reactors, pressure parts, [words 3] fans, boiler cleaning systems, ash systems, valves, controls or diagnostics, other than maintenance and operation [words 4] of overall facility operation and management contracts [words 5] agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (g).
conversations.from: assistant
conversations.value: words 1: and which produce an energy 
  words 2: thereof, 
  words 3: air heaters, 
  words 4: services performed as part 
  words 5: for domestic or foreign government
conversations.from: human
conversations.value: Generate more:
  Pulverized coal injection systems for use in connection with steel production or support subsystems, equipment or components thereof, including pulverizers, pressurization systems, tanks, valves, controls or diagnostics, other than maintenance and operation services performed as ...
conversations.from: assistant
conversations.value: The completion of this text could be: part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (h).
conversations.from: human
conversations.value: Generate more:
  Heat transfer surface cleaning systems and support subsystems, equipment and components thereof (other than said systems related to or utilized in connection with nuclear fueled systems and expressly excluding nuclear steam generators), ...
conversations.from: assistant
conversations.value: The completion of this text could be: including sootblowers (air, steam, water or sonic), related valve or piping systems, sprayers, controls (basic, intelligent) or diagnostics, other than maintenance and operation services performed as part of overall facility operation and...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (i). Ash handling systems...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: or support subsystems, equipment or components thereof, including mechanical conveyors (wet or dry), pneumatic conveyors (wet, dry, dilute, or dense phase), ash conditioning, tanks, valves, specialty piping, controls or diagnostics, other than...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (j).
conversations.from: human
conversations.value: Generate more:
  Industrial pulverizer or grinding equipment systems or support subsystems (other than said systems or support subsystems related to or utilized in connection with nuclear fuel manufacturing or processing), other than maintenance and operation services performed ...
conversations.from: assistant
conversations.value: The completion of this text could be: as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (k).
conversations.from: human
conversations.value: Generate more:
  Drying and/or coating systems utilizing continuous and/or batch flow dryer/oven equipment for ...
conversations.from: assistant
conversations.value: The completion of this text could be: industrial processes, including but not limited to various production lines (e. g.
conversations.from: human
conversations.value: What are the missing spans: roll fed, sheet fed, coating, drying or web handling), dryers and/or [spans 1] (e. g.
conversations.from: assistant
conversations.value: spans 1: ovens
conversations.from: human
conversations.value: What are the missing spans: air flotation dryers or ovens, roll support dryers, infrared dryers, ultraviolet dryers, microwave or [spans 1] for domestic or foreign government agencies or entities (including but not limited to NNSA, [spans 2] sites). (l). Utility emissions control systems used [spans 3] nitrogen oxides (e. g. , SCR or SNCR), sulfur oxides (e. g. , WFGD, [spans 4] (e. g. , dry ESP, wet ESP, fabric filter or cyclonic), carbon dioxide (e. g. , scrubber systems), hydrocarbons, or [spans 5] (e. g. , Sb, Be, Cd, Cr, Co, Pb, Mn, Ni, (SO2)3, HF, Hg, P, Se, [spans 6] components thereof, including valves, other than maintenance [spans 7] as United Kingdom NDA or MOD sites). (m). [spans 8] zero liquid discharge (ZLD) systems, or [spans 9] SpinCo Core Field 2(k), 2(l) or [spans 10] sites). (n). Industrial emission control, gas cleaning and/or conditioning, or [spans 11] scrubbers, dry ESP, wet ESP, fabric filter, cyclonic, solvent recovery systems, biological abatement systems, [spans 12] or components thereof, including valves, for the removal of [spans 13] (e. g. , Sb, Be, Cd, Cr, Co, Pb, Mn, [spans 14] sites). (o). Hybrid power generation systems or associated equipment where renewable energy sources are combined with a combustible fossil fuel (e. g. , coal, coal [spans 15] (e. g. , carbon monoxide, biomass, black liquor, MSW or [spans 16] government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).3.
conversations.from: assistant
conversations.value: spans 1: radio frequency), coating line auxiliary equipment, festoon and catenary style ovens, valves and material handling systems, other than maintenance and operation services performed as part of overall facility operation and management contracts 
  spans 2: NASA, DOD, DOE, as well as United Kingdom NDA or MOD 
  spans 3: in connection with combustion power generation systems, which are designed to remove 
  spans 4: SDA, CDS, DSI, or others), particulates 
  spans 5: air toxics 
  spans 6: Cd, As, or HCl (or other acid gases)), HAPS, dioxins, furans or others) and/or subsequent energy or waste recovery or associated subsystems, equipment or 
  spans 7: and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well 
  spans 8: Wastewater treatment systems (i) that process wastewater derived from combustion power generation and municipal solid waste("MSW") systems, including without limitation FGD dewatering systems or 
  spans 9: associated subsystems, equipment or components thereof, including valves or (ii) that process wastewater as part of or ancillary to the systems set forth in 
  spans 10: 2(n), in each case other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD 
  spans 11: liquids purification and/or recovery systems (other than said systems set forth in RemainCo Core Field 1(m)), including SCR, SNCR, WFGD, SDA, CDS, DSI, other 
  spans 12: solvent distillation systems (including waste water treatment), evaporative gas conditioning and cooling systems or regenerative thermal (and other) oxidation systems or associated subsystems, equipment 
  spans 13: nitrogen oxides, sulfur oxides, particulates, carbon dioxide, hydrocarbons, or air toxics 
  spans 14: Ni, (SO2)3, HF, Hg, P, Se, As, Cd, HCl (or other acid gases)), HAPS, dioxins, furans, others) and/or subsequent energy or waste recovery, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD 
  spans 15: slurry, oil or natural gas) or combustible waste fuel 
  spans 16: RDF) primary energy source, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign
conversations.from: human
conversations.value: Generate more:
  Engineering procurement, construction, installation, supply, lease, commissioning, training , delivery, inspection, testing of, support, operations, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, relocation, project management, construction management, technical advice, construction consultation, siting ...
conversations.from: assistant
conversations.value: The completion of this text could be: support or consultation, environmental services or consultation, safety, health, troubleshooting, cleaning, upgrading and tooling of balance of plant for power generation facilities fired with combustible fossil fuels (e. g. , coal, coal...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: slurry, oil or natural gas) and pulp and paper facilities, other than maintenance and operation services performed as part of overall facility operation and...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: NDA or MOD sites).
conversations.from: human
conversations.value: What are the missing spans: RemainCo Core Field means: 1. Design, development, research, engineering, procurement, fabrication, analysis, [spans 1] project management, construction project management or consultation, plant, system or component licensing, siting [spans 2] services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to: (a). Nuclear facilities and nuclear reactor plants, nuclear reactor [spans 3] dioxide and nitrogen) and molten salt reactors, breeder reactors, traveling wave reactors, high temperature [spans 4] of design, and hybrid power generation systems and associated equipment where renewable energy sources are combined with a nuclear primary energy source. (b). Support systems and subsystems, equipment and [spans 5] protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant [spans 6] reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection [spans 7] generator tube inspection systems, repair, modification [spans 8] systems. (c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems [spans 9] reactors. (d). Electro-mechanical devices related to or used in commercial, research, government, [spans 10] components thereof. (e). Advanced power systems for space applications and associated subsystems, equipment and [spans 11] thereof. (f). Nuclear and non-nuclear propulsion systems for naval (U.S. and foreign) [spans 12] submarines and aircraft carriers. (g). Nuclear propulsion systems for naval (U. S.
conversations.from: assistant
conversations.value: spans 1: manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including 
  spans 2: support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering 
  spans 3: systems, nuclear reactors, including all thermal reactors (including all heavy-water and light-water reactors), all water cooled reactors, all liquid metal cooled reactors (including sodium cooled reactors), gas cooled reactors (including helium, carbon 
  spans 4: reactors, small modular nuclear reactors, medical isotope reactors and components thereof and all Generation I, Generation II, Generation III and all advanced reactors, including and Generation IV reactors and iterations thereof regardless 
  spans 5: components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor 
  spans 6: systems, reactor vessel closure heads, reactor and other pressure vessels and internals, 
  spans 7: systems, heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam 
  spans 8: and stabilization systems, tube plugging and tube removal 
  spans 9: and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other 
  spans 10: military and other nuclear facilities, reactors orvessels and associated subsystems, equipment and 
  spans 11: components 
  spans 12: submarines and aircraft carriers and associated subsystems, equipment and components thereof, including all aftermarket, replacement and repair parts, components and equipment for existing naval
conversations.from: human
conversations.value: Generate more:
  and foreign) vessels other than submarines and aircraft carriers and associated subsystems, equipment and components thereof, including aftermarket, replacement and repair parts, components and equipment for such existing vessels. (h). Single crystal composite and ceramic materials for use in nuclear, defense, space and aerospace applications and subsystems,equipment and components thereof (i). High energy physics equipment, including electro-magnetic storage devices, ...
conversations.from: assistant
conversations.value: The completion of this text could be: power conversion and conditioning systems, superconducting materials and plasma energy systems, and, in each case, subsystems and components thereof, excluding energy storage systems that store kinetic energy using a rotating mass with low friction losses and deliver the stored energy via power electronics that convert kinetic to electrical energy using electrical equipment typical for that type of service. (j).
conversations.from: human
conversations.value: What are the missing words: Ordnance components, subsystems and components thereof. (k). Unfired [words 1] source energy input is derived from the release and/or use of nuclear energy orsupport subsystems, [words 2] thereof, including pressure parts, cleaning systems, valves, controls or diagnostics. (l). Wastewater treatment systems that [words 3] release and/or use of nuclear energy and [words 4] (m). Emission control systems related to nuclear fuel manufacture or fabrication, storage of nuclear materials and waste [words 5] equipment and components thereof.2. Chemical and physical processing, storage and decontamination of and other [words 6] remediation and technical services related to radiological materials (including highly enriched uranium, low enriched [words 7] including receipt, storage, inspection, characterization, dissolution, [words 8] downblending, recycling, scrap recovery and processing and [words 9] analysis.
conversations.from: assistant
conversations.value: words 1: heat exchangers where the applicable heat 
  words 2: equipment or components 
  words 3: process wastewater derived from the 
  words 4: subsystems,equipment and components thereof 
  words 5: and nuclear poweredsystems and subsystems, 
  words 6: management, operations, safety, security, emergency management, 
  words 7: uranium, natural uranium, fissile material and transuranic material), 
  words 8: recovery and purification, 
  words 9: related research, development, engineering and
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  3. Engineering procurement, construction, installation, supply, lease, commissioning, training , delivery, inspection, testing of, support, operations, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, relocation, project management, construction management, technical advice, construction consultation, siting support or consultation, environmental services or consultation, safety, health, troubleshooting, cleaning, upgrading and tooling of balance of plant for power generation facilities fired with combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) and pulp and paper facilities, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).
  RemainCo Core Field means:
  1. Design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair,
  refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to:
  (a). Nuclear facilities and nuclear reactor plants, nuclear reactor systems, nuclear reactors, including all thermal reactors (including all heavy-water and light-water reactors), all water cooled reactors, all liquid metal cooled reactors (including sodium cooled reactors), gas cooled reactors (including helium, carbon dioxide and nitrogen) and molten salt reactors, breeder reactors, traveling wave reactors, high temperature reactors, small modular nuclear reactors, medical isotope reactors and components thereof and all Generation I, Generation II, Generation III and all advanced reactors, including and Generation IV reactors and iterations thereof regardless of design, and hybrid power generation systems and associated equipment where renewable energy sources are combined with a nuclear primary energy source.
  (b). Support systems and subsystems, equipment and components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant systems, reactor vessel closure heads, reactor and other pressure vessels and internals, reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection systems, heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam generator tube inspection systems, repair, modification and stabilization systems, tube plugging and tube removal systems.
  (c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other reactors.
   (d). Electro-mechanical devices related to or used in commercial, research, government, military and other nuclear facilities, reactors orvessels and associated subsystems, equipment and components thereof.
   (e). Advanced power systems for space applications and associated subsystems, equipment and components thereof.
   (f). Nuclear and non-nuclear propulsion systems for naval (U.S. and foreign) submarines and aircraft carriers and associated subsystems, equipment and components thereof, including all aftermarket, replacement and repair parts, components and equipment for existing naval submarines and aircraft carriers.
   (g). Nuclear propulsion systems for naval (U.S. and foreign) vessels other than submarines and aircraft carriers and associated subsystems, equipment and components thereof, including aftermarket, replacement and repair parts, components and equipment for such existing vessels.
   (h). Single crystal composite and ceramic materials for use in nuclear, defense, space and aerospace applications and subsystems,equipment and components thereof
  (i). High energy physics equipment, including electro-magnetic storage devices, power conversion and conditioning systems, superconducting materials and plasma energy systems, and, in each case, subsystems and components thereof, excluding energy storage systems that store kinetic energy using a rotating mass with low friction losses and deliver the stored energy via power electronics that convert kinetic to electrical energy using electrical equipment typical for that type of service.
   (j). Ordnance components, subsystems and components thereof.
   (k). Unfired heat exchangers where the applicable heat source energy input is derived from the release and/or use of nuclear energy orsupport subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics.
   (l). Wastewater treatment systems that process wastewater derived from the release and/or use of nuclear energy and subsystems,equipment and components thereof
   (m). Emission control systems related to nuclear fuel manufacture or fabrication, storage of nuclear materials and waste and nuclear poweredsystems and subsystems, equipment and components thereof.
  2. Chemical and physical processing, storage and decontamination of and other management, operations, safety, security, emergency management, remediation and technical services related to radiological materials (including highly enriched uranium, low enriched uranium, natural uranium, fissile material and transuranic material), including receipt, storage, inspection, characterization, dissolution, recovery and purification, downblending, recycling, scrap recovery and processing and related research, development, engineering and analysis.
conversations.from: assistant
conversations.value: 3. Developing and providing services related to security (including direct security services as well as training, consulting and similar services) for new or existing commercial, research, government, military and other facilities or vessels, including tactical security, security training, IT security, development of security processes, fitness for duty and government compliance (both contractual compliance) and in connection with NRC or other applicable licensing requirements.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 4. Provide facility operation and maintenance services, including production and program management, maintenance (including maintenance and service of fossil fired and renewable power generation systems performed as part of overall facility operation and management contracts), operation, environmental health and safety, security, emergency management, wastewater treatment, remediation and abatement, decontamination and decommissioning material storage and disposition and other related technical services, to domestic or foreign agencies (including but not limited to NNSA, NASA, DOD, DOE as well as United Kingdom NDA or MOD sites) and commercial entities related to critical infrastructure, nuclear, non-nuclear and biological activities such as nuclear operations of reactors and reactor facilities, laboratory (including national laboratories) and other facility operations, weapons production, refurbishment, storage and stockpile management, component
  (including centrifuge) manufacturing, medical and industrial isotope development and manufacture, and Chemical Laboratory Analysis Capability by SEM, Mass Spectrometer and similar equipment, excluding the provision of the foregoing services for solely standalone power generation facilities fired with combustible fossil fuels, biomass or municipal solid waste or concentrated solar energy through tower based solar thermal conversion systems For the avoidance of doubt, the foregoing does not include the design, manufacture, installation, supply, sale and supply of hardware, including entire systems, within the SpinCo Core Field (including, without limitation, the systems set forth in SpinCo Core Field 2(k), 2(l), 2(m) and 2(n)) to domestic or foreign agencies or commercial entities.
  For the avoidance of doubt, the following are not included in the SpinCo Core Field or the RemainCo Core Field:
  Design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning related to the following:
   (a). Un-fired heat exchangers other than those identified in SpinCo Core Field 2(e) or unfired heat exchangers where the applicable heat source energy input is derived from the release and/or use of nuclear energy, and support subsystems, equipment and components thereof, including pressure parts, cleaning systems, valves, controls, diagnostics, repair equipment and services.
   (b). Production of hydrogen by other high temperature processes.
   (c). Non-nuclear propulsion systems for naval (U.S. and foreign) vessels other than submarines and aircraft carriers, and associated subsystems equipment and components thereof, including aftermarket, replacement and repair parts, components and equipment for such existing vessels.
   (d). Non-naval (i.e., commercial marine) propulsion systems and associated subsystems, equipment and components thereof, includingaftermarket, replacement and repair parts, components and equipment for existing systems.
  Schedule 1.1(i)
  Specific RemainCo Field; Specific SpinCo Field
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: "Specific SpinCo Field" means the design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to heat exchangers specifically for tower-based solar thermal conversion systems enabled by solar energy and support subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics.
  "Specific RemainCo Field" means the design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to:
  (a). Nuclear facilities and nuclear reactor plants, nuclear reactor systems, nuclear reactors, including all thermal reactors (including all heavy-water and light-water reactors), all water cooled reactors, all liquid metal cooled reactors (including sodium cooled reactors), gas cooled reactors (including helium, carbon dioxide and nitrogen) and molten salt reactors, breeder reactors, traveling wave reactors, high temperature reactors, small modular nuclear reactors, medical isotope reactors and components thereof and all Generation I, Generation II, Generation III and all advanced reactors, including and Generation IV reactors and iterations thereof regardless of design, and hybrid power generation systems and associated equipment where renewable energy sources are combined with a nuclear primary energy source.
  (b). Support systems and subsystems, equipment and components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant systems, reactor vessel closure heads, reactor and other pressure vessels and internals, reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection systems,
   heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam generator tube inspection systems, repair, modification and stabilization systems, tube plugging and tube removal systems.
  (c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other reactors.
   (d). Naval nuclear propulsion systems and associated subsystems, equipment and components thereof, including aftermarket, replacementand repair parts, components and equipment for existing systems.
  The company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: INTELLECTUAL PROPERTY AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * individually as a "Party," and collectively as the "Parties." C
  * RemainCo
  * Babcock & Wilcox Enterprises, Inc.
  * SpinCo
  * The Babcock & Wilcox Company
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: June 26, 2015
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: June 26, 2015
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.
conversations.from: human
conversations.value: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How
  * of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.
  * RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed RemainCo Know-How"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.
  * licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.
  * SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: Yes. 
  * The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.
  * SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: Yes. 
  * The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.
  * Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.
conversations.from: human
conversations.value: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: Yes. SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How
  * RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed RemainCo Know-How"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.
  * RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.
  * licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.
  * RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.
  * RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.
  * The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.
  * of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: Yes. 
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed RemainCo Know-How"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.
  * SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How
  * licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: Yes. 
  * SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How
  * RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed RemainCo Know-How"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.
  * SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo
  * licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: Yes. RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: Yes. 
  * SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the "Licensed SpinCo Know-How"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) SpinCo Know-How
  * of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.
  * RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book
  * RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the "Licensed RemainCo Know-How"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.
  * licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), irrevocable, non- exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.
  * Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: Yes. 
  * SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date
  * RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.
  * RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).