Common use of BUYER-FURNISHED MATERIAL Clause in Contracts

BUYER-FURNISHED MATERIAL. Seller shall not use, reproduce, or appropriate for or disclose to anyone other than Buyer, any material, tooling, dies, drawings, designs, trademarks, service marks, names, logos, data, texts, pictures, sound, video, graphics, icons, symbols and other materials, in whatever form, including any intellectual property rights related thereto, that are owned or licensed by Buyer or any of its affiliates and provided by Buyer to Seller for use pursuant to this Order or other property or information furnished by Buyer ("Material") without Buyer's prior written approval. (A) Title to all Material shall remain in Buyer at all times, and where practicable the Material shall be clearly marked or tagged to indicate this ownership. Seller shall bear the risk of loss or damage to the Material until it is returned to Buyer. (B) Seller undertakes that (i) it and its affiliates shall not to use Materials for any purpose other than the purpose which is authorized by the Buyer in writing in connection with this Order; (ii) all representations of the Materials shall comply strictly with the format approved by Buyer in writing; (iii) it and its affiliates shall not use the Materials in conjunction with other marks, names or identification (whether belonging to Seller or a third party) without the prior written consent of Buyer; and (iv) without prejudice to any rights and remedies available to Buyer, forthwith recall and at Buyer’s option, destroy or deliver up to Buyer, all materials, media and document on which the Materials are used in any manner not expressly permitted by Buyer under this Order (C) Seller represents, warrants and undertakes that at no time shall it or any of its affiliates (or any of their respective representatives) be permitted to engage, or be engaged, whether directly or indirectly, in the re-printing, copying, falsification, reproduction, distribution, modification, making, sale, offering to sell, import, use or exploitation of the Materials or products in any way whatsoever in whatever medium and in any territory (D) All Materials shall remain the exclusive property of Buyer and/or its affiliates. Seller shall not and shall ensure that its affiliates and their respective representatives shall not use the Materials for any purpose whatsoever in the world save that Buyer hereby grants to Seller a limited, non-transferable, nonexclusive right (without right to sub-license) to use, reproduce and modify any Materials solely as expressly directed by Buyer for use in the manufacture of the products for supply to Buyer only. To this end, Seller shall protect all Materials against unauthorized access and reproduction to the same extent as it protects its own property, which shall in any event be not less than reasonable protection and shall implement any protective and/or security measures as Buyer may designate from time to time to Seller. All Material, whether or not spoiled or used, shall be returned to Buyer at termination or completion of this Order unless Buyer shall otherwise direct.

BUYER-FURNISHED MATERIAL. Seller shall not use, reproduce, or appropriate for or disclose to anyone other than Buyer, any material, tooling, dies, drawings, designs, trademarks, service marks, names, logos, data, texts, pictures, sound, video, graphics, icons, symbols and other materials, in whatever form, including any intellectual property rights related thereto, that are owned or licensed by Buyer or any of its affiliates and provided by Buyer to Seller for use pursuant to this Order or other property or information furnished by Buyer ("Material") without Buyer's prior written approval. (A) Title to all Material shall remain in Buyer at all times, and where practicable the Material shall be clearly marked or tagged to indicate this ownership. Seller shall bear the risk of loss or damage to the Material until it is returned to Buyer. (B) Seller undertakes that (i) it and its affiliates shall not to use Materials for any purpose other than the purpose which is authorized by the Buyer in writing in connection with this Order; (ii) all representations of the Materials shall comply strictly with the format approved by Buyer in writing; (iii) it and its affiliates shall not use the Materials in conjunction with other marks, names or identification (whether belonging to Seller or a third party) without the prior written consent of Buyer; and (iv) without prejudice to any rights and remedies available to Buyer, forthwith recall and at Buyer’s option, destroy or deliver up to Buyer, all materials, media and document on which the Materials are used in any manner not expressly permitted by Buyer under this Order (C) Seller represents, warrants and undertakes that at no time shall it or any of its affiliates (or any of their respective representatives) be permitted to engage, or be engaged, whether directly or indirectly, in the re-printing, copying, falsification, reproduction, distribution, modification, making, sale, offering to sell, import, use or exploitation of the Materials or products in any way whatsoever in whatever medium and in any territory territory (D) All Materials shall remain the exclusive property of Buyer and/or its affiliates. Seller shall not and shall ensure that its affiliates and their respective representatives shall not use the Materials for any purpose whatsoever in the world save that Buyer hereby grants to Seller a limited, non-transferable, nonexclusive right (without right to sub-license) to use, reproduce and modify any Materials solely as expressly directed by Buyer for use in the manufacture of the products for supply to Buyer only. To this end, Seller shall protect all Materials against unauthorized access and reproduction to the same extent as it protects its own property, which shall in any event be not less than reasonable protection and shall implement any protective and/or security measures as Buyer may designate from time to time to Seller. All Material, whether or not spoiled or used, shall be returned to Buyer at termination or completion of this Order unless Buyer shall otherwise direct.

BUYER-FURNISHED MATERIAL. Seller shall not use, reproduce, reproduce or appropriate for or disclose to anyone other than Buyer, Buyer any material, tooling, dies, drawingsequipment, designspatterns, trademarksprinting plates, service marksblueprints, namesdrawing, logos, data, texts, pictures, sound, video, graphics, icons, symbols and other materials, in whatever form, including any intellectual property rights related thereto, that are owned or licensed by Buyer or any of its affiliates and provided by Buyer to Seller for use pursuant to this Order designs or other property or information furnished or paid for by Buyer ("Buyer Material") without Buyer's prior written approval. (A) . Title to all Buyer Material shall remain in Buyer at all times, times and where practicable the Buyer Material shall be clearly marked or tagged to indicate this ownership. Seller shall use any Buyer Material at its own risk. Buyer makes no warranties of any nature with respect to any Buyer Material, which is furnished “As Is.” Seller shall at its own cost store and maintain all Buyer Material in good condition and repair. Seller shall bear the risk of loss or damage to the Buyer Material until it is returned to Buyer. . Seller agrees to hold in confidence and to use only for the benefit of Buyer and only to the extent necessary to fulfill this Purchase Order for Buyer all Buyer Material, and any methods, processes, techniques, shop practices, formulas, compounds, compositions, specifications, research data, marketing and sales information, customers lists, plans and other information provided or know-how and trade secrets owned by Buyer or in Buyer's possession and disclosed to Seller as a result of this Purchase Order (B) collectively “Buyer Information”). Until such Buyer Information has been lawfully published or disclosed to the general public, Seller undertakes that (i) it and its affiliates shall agrees not to use or disclose such information to others and then only with Buyer's prior written consent. Seller agrees not to copy, reproduce, reverse engineer, disassemble, analyze the composition of, or decompile any Buyer Materials for any purpose other than the purpose which is authorized by the or Buyer in writing in connection with this Order; (ii) all representations of the Materials shall comply strictly with the format approved by Buyer in writing; (iii) it and its affiliates shall not use the Materials in conjunction with other marks, names or identification (whether belonging Information disclosed to Seller or a third party) without the prior express written consent of the Buyer; and (iv) without prejudice to any rights and remedies available to Buyer, forthwith recall and at Buyer’s option, destroy or deliver up to Buyer, all materials, media and document on which the Materials are used in any manner not expressly permitted by Buyer under this Order (C) Seller represents, warrants and undertakes that at no time shall it or any of its affiliates (or any of their respective representatives) be permitted to engage, or be engaged, whether directly or indirectly, in the re-printing, copying, falsification, reproduction, distribution, modification, making, sale, offering to sell, import, use or exploitation of the Materials or products in any way whatsoever in whatever medium and in any territory (D) All Materials shall remain the exclusive property of Buyer and/or its affiliates. Seller shall not and shall ensure that its affiliates and their respective representatives shall not use the Materials for any purpose whatsoever in the world save that Buyer hereby grants to Seller a limited, non-transferable, nonexclusive right (without right to sub-license) to use, reproduce and modify any Materials solely as expressly directed by Buyer for use in the manufacture of the products for supply to Buyer only. To this end, Seller shall protect all Materials against unauthorized access and reproduction to the same extent as it protects its own property, which shall in any event be not less than reasonable protection and shall implement any protective and/or security measures as Buyer may designate from time to time to Seller. All Buyer Material, whether or not spoiled or used, and Buyer Information shall be immediately returned to Buyer at any time when requested by Buyer or at termination or completion of this Order Order, unless Buyer shall otherwise direct. Seller agrees that Buyer shall have the right at any time upon notice to Seller to enter Seller’s premises and to remove Buyer Material and Buyer Information.