Section XII Third Party Sales and Transfers
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1. |
Except to the extent permitted in Paragraph
2. below, the Participants will not sell, transfer title to, disclose, or
transfer possession of Project Foreground Information or jointly acquired
Project Equipment to any Third Party without the prior written consent of the
other participants. Furthermore, except to the extent permitted in Paragraph 2.
below, no Participant will permit any such sale, disclosure, or transfer,
including by the owner of the item, without the prior consent of the other
Participants. Such consent will not be given unless the government of the
intended recipient agrees in writing with the Participants that it will:
a.
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not retransfer, or permit the further
retransfer of, any equipment or Information provided.
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b.
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use, or permit the use of, the equipment or
Information provided only for the purposes specified by the Participants.
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2. |
a. |
Each Participant may sell, transfer title
to, disclose, or transfer possession of Project Foreground Information:
(1)
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which is generated solely by that
Participant or that Participant's Contractors in performance of its work
allocation under Section III (Scope of Work) and Annex A (Project Plan), and
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(2)
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which does not include any Project
Background Information received from another Participant.
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b. |
In the event questions arise regarding the
origin of Project Foreground Information that a Participant intends to sell,
transfer title to, disclose, or transfer to a Third Party, the matter will be
brought to the immediate attention of the other Participants' PMs. If necessary,
the matter will be referred to the SC for resolution prior to any sale or other
transfer of such Project Foreground Information to a Third Party.
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4. |
Consent for Third Party sales and transfers
of Project Foreground Information, or any item produced either wholly or in
part from Project Foreground Information will not be withheld except for
reasons of foreign policy, national security, or national laws. The
Participants will not refuse approval of such a sale or transfer to a Third
Party when they would be willing to sell or transfer such Information to the
same Third Party.
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5. |
A Participant will not sell, transfer title
to, disclose, or transfer possession of Project Equipment or Project Background
Information provided by another Participant to any Third Party without the
prior written consent of the Participant which provided such equipment or
Information. The providing Participant will be solely responsible for
authorizing such transfers and, as applicable, specifying the method and
conditions for implementing such transfers.
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