2.10  Physical material

(a)  (Delivery of physical material): Project Co must deliver, from time to time on request of the State during the Term and upon termination or expiry of this Deed, such physical media embodying:

(i)  Developed Intellectual Property;

(ii)  Licensed Intellectual Property;

(iii)  Third Party Software which Project Co or any Project Co Associate owns or has appropriate rights to provide; and

(iv)  all Data,

as the State reasonably requests to enable it to fully exercise its ownership and rights under any State Project Document.

(b)  (Project Co obligations): Without limiting section 2.10(a):

(i)  Project Co must create and deliver to the State prior to the Date for Final Acceptance one copy of the object code of any Software comprised in the Licensed Intellectual Property;

(ii)  within 10 Business Days after any change to the Software comprised in the Licensed Intellectual Property, Project Co must deliver a copy of it to the State;

(iii)  immediately prior to Financial Close Project Co must deliver the List of Software (current at that date) to the State as part of the List of Intellectual Property delivered under section 2.16(e); and

(iv)  within 10 Business Days after the use by Project Co of any Software (excluding Software comprising the State IP) in carrying out the Project Activities which is not specified on the List of Software, Project Co must:

A.  provide the State with the following information:

1)  name of the Software;

2)  owner of the Software; and

3)  confirmation that the Software is the subject of the warranty in section 2.1

B.  use commercially reasonable endeavours to provide the State with a copy of the Software licence, if any; and

C.  promptly update the List of Software to include that Software and the information above.

[Note: State access to Software during Operational Phase to also be considered in Services Specifications.]