Buyer Materials. Buyer may provide Supplier with Buyer Materials for use in the manufacture of Products. All such Buyer Materials shall be used by Supplier only for the benefit of Buyer. Supplier will not cause or allow to occur any lien or encumbrance on any Buyer Materials, and Supplier shall insure the Buyer Materials at the replacement value while in Supplier’s possession under the terms of Supplier’s then current insurance policies with Buyer listed as loss payee.
Buyer Materials. (a) Except as otherwise provided herein, Seller shall not use, reproduce, or disclose for the benefit of any party other than Buyer, any Buyer Materials. Seller shall not use the Buyer Materials to produce or manufacture any items other than the Products, without prior written authorization from Buyer.
(b) Buyer shall at all times retain title to Buyer Materials. Seller shall bear the risk of loss, damage or destruction of the Buyer Materials. If any Buyer Materials are lost, damage, or destroyed while in Seller’s possession, Seller shall promptly replace or repair such at no cost to Buyer. Upon Buyer request, Seller shall provide Buyer with an inventory of any Buyer Materials in Seller’s possession. Upon termination or completion of this Order and at no cost to Buyer, Seller shall return all Buyer Materials to Buyer, unless otherwise directed by Xxxxx in writing.
(c) As Buyer Materials may be unique or proprietary and monetary damages would be inadequate to compensate Buyer for any Seller breach of this section 9, in addition to any other remedies available to Buyer under this Order, at law, or in equity, Buyer shall be entitled to seek injunctive relief to enforce the terms of this section.
(d) With respect to invoices for tooling to be paid for by Buyer, Buyer shall not be obligated to process or issue payment for such invoices until Buyer has accepted Products produced from such tools. As applicable to this Order, Buyer shall charge Seller for all Buyer Materials that are lost, damaged, or destroyed while in the possession of Seller at replacement value, and Seller shall pay for such in accordance with the payment terms herein, or as otherwise specified in the Order.
Buyer Materials. If Buyer provides APS/La Belle with any custom formulations, packaging materials or images or other items to be incorporated into packaging materials or used in connection with the manufacture of Product (individually and collectively “Buyer’s Materials”), Buyer represents and warrants that such Buyer’s Materials: (i) do not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) are not libelous or obscene; (iii) do not invade any person’s right to privacy; (iv) are complete and accurate and do not render any Product manufactured by APS/La Belle for Buyer misbranded within the meaning of the United States Food, Drugs & Cosmetics Act and applicable regulations promulgated thereunder; and (iv) does not otherwise violate any laws or infringe the rights of any third party.
Buyer Materials. Buyer grants Seller a limited, non-exclusive, revocable (at any time, at Buyer’s sole discretion) right to use the Buyer Materials as necessary solely for the performance of the Seller Services under the applicable Service Contract. Buyer reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Buyer Materials. Upon completion or termination of the Service Contract, or upon Xxxxx’s written request, Seller will immediately return all Buyer Materials to Xxxxx and further agrees to destroy all copies of Buyer Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Seller’s premises, systems, or any other equipment or location otherwise under Seller’s control. Within ten days of such request from Xxxxx, Xxxxxx agrees to provide written certification to Buyer that Seller has returned or destroyed all Buyer Materials and Work Product as provided in this subsection.
Buyer Materials. If Buyer provides Seller any Confidential Information (as defined below), other information, specifications, designs, coding, software, program material, media, documentation, report, or other materials (the “Buyer Materials), Seller may only use the Buyer Materials as strictly necessary to perform the Services for the sole benefit of Buyer during the term of and subject to the other terms and conditions of this Agreement. Except as expressly stated above, no license or right is granted hereby to Seller by implication or otherwise with respect to or under the Buyer Materials or any patent, copyright, trademark, trade secret, or other proprietary right of Buyer. The Buyer Materials are provided “AS IS,” and Buyer does not warrant the accuracy, completeness, or availability of the same.
Buyer Materials. If requested by Buyer in writing, Co-Manufacturer shall purchase from vendors specified by Buyer, a supply of raw materials or components (including packaging materials) that are unique to the Finished Products as identified by Buyer in such writing, and approved by Co-Manufacturer; provided that Co-Manufacturer shall not unreasonably withhold such approval (the “Buyer Materials”), sufficient to carry out all production under this Agreement and any Purchase Orders. For the sake of clarity, as of the date first set forth above, no Buyer Materials have been identified by Bxxxx. Co-manufacturer will use Buyer Materials solely to produce Finished Products hereunder. Co-Manufacturer will allocate sufficient space to store a supply of Buyer Materials adequate to meet Co-Manufacturer’s production obligations. Prices and fees according to Section 5 of this Agreement and Schedule 1 hereto shall be amended accordingly when Buyer requests the use of Buyer Materials.
