Common use of BUYER PROPERTY Clause in Contracts

BUYER PROPERTY. Seller shall clearly mark, maintain an inventory of and keep segregated or identifiable all Buyer property and all property to which Xxxxx acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while in Seller’s possession, custody, or control, and will not use such property other than in performance of the Agreement without Xxxxx’s written consent. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of Xxxxx, Seller shall execute any documents, including but not limited to financial statements, required by Xxxxx to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the Property of Buyer.

BUYER PROPERTY. All confidential and/or proprietary information regarding Buyer, its business, products, customers, and requirements; all designs, drawings, Specifications, software, molds, dies, tooling, equipment, processes, materials, and technical, engineering, or other data and/or information that are furnished to Seller shall clearly mark, maintain an inventory of by Buyer or developed at Buyer’s expense; and keep segregated or identifiable all Buyer related intellectual property and proprietary rights (collectively, “Buyer Property”) are and will be the exclusive property of Buyer and may not be reproduced, copied, or used except as strictly required to fulfill Buyer’s Orders. Standard goods manufactured by Seller and sold to Buyer without being designed, customized, or modified for Buyer and related standard designs, Specifications, software, processes, and tooling do not constitute Buyer Property. Buyer Property and any product or service purchased hereunder shall be deemed to be work-for-hire made pursuant to a written instrument exclusively for Buyer. To the extent that any Buyer Property, product or service purchased hereunder is not considered a work-for-hire or Seller retains any rights therein, Seller agrees to and hereby grants, assigns and conveys to Buyer all of its right, title and interest, if any, and in all copyrights and other intellectual property rights, including the sole right to sue for infringement thereof. Seller irrevocably waives any claim or rights to any Buyer Property and agrees to protect and hold the same in trust for the benefit of Buyer, to limit access thereto to its Representatives having a need therefor to fulfill Buyer’s Orders, and to protect and safeguard the same against loss, damage, or unauthorized use or disclosure, and to deliver the same to Buyer at any time upon its request. Seller agrees to take any actions or execute any documentation reasonably requested to confirm and perfect Xxxxx’s rights in Buyer Property or to seek protection therefor. To the extent Seller fails to do so, Seller hereby appoints the officers and counsel of Xxxxx as its attorney in fact to execute documents and take actions on behalf of such party and its Representatives, successors and assigns for such limited purposes, which Xxxxx acquires appointment is a power coupled with an interest by virtue interest. All Buyer Property, and all products, parts, or other items manufactured, developed, or produced utilizing Buyer Property, will be supplied and used solely for the benefit of Buyer and not for the benefit of Seller or third parties. Seller acknowledges that any breach of this Section may cause Buyer irreparable harm for which recovery of damages would be inadequate, and that immediate injunctive or other equitable relief is appropriate and available to Buyer to prevent any violation. COMPLIANCE WITH LAWS. Seller warrants that all Items supplied to Buyer are designed, produced, packaged, labeled, transported, and furnished and all services and work are performed in compliance with all applicable federal, state, and local laws, regulations, rules, codes, and requirements, including without limitation the Fair Labor Standards Act of 1938, as amended, the Occupational Safety and Health Act of 1970, as amended, and the standards, rules and regulations thereunder, the provisions of 41 C.F.R. Parts 60-2 and 60-20, concerning affirmative action programs and discrimination guidelines. and all other applicable laws, regulations, and requirements pertaining to (a) fair labor practices, non-discrimination, workers’ compensation, unemployment compensation, and immigration reform and control; (b) payment and withholding of income and other taxes, (c) export control and regulation, including without limitation the requirements of the AgreementInternational Traffic in Arms Regulations and the U.S. Export Administration Act, (d) the U.S. Foreign Corrupt Practices Act (“FCPA”), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and similar anti-bribery laws and requirements, and (e) applicable health, safety and environmental standards and requirements. Except for ordinary wear and tearWithout limiting the foregoing, Seller assumes all risk will comply and ensure compliance by its Representatives with applicable state, national, and international laws, rules and regulations relating to ethical and responsible standards of lossbehavior, destructionincluding, or damage to such property while in Seller’s possessionwithout limitation, custodythose dealing with human rights, or controlhuman trafficking and slavery, environmental protection, sustainable development, bribery and corruption, and will not use such property ensure that no Items are manufactured or handled by child, indentured, forced, or prison labor. It is Xxxxx’s strict policy and intention at all times to be in compliance with the FCPA and other than applicable laws, and Seller acknowledges that Xxxxx’s Orders are conditioned upon Seller’s representations and warranties herein. Any action by Seller or its agents determined in performance good faith by Xxxxx to be in contravention of the Agreement FCPA or other applicable law shall result in termination of this Contract. HAZARDOUS SUBSTANCES. Seller certifies that Items will not be or include any misbranded or banned hazardous substance within the meaning of the Federal Hazardous Substances Act, that all chemical substances therein will be reported in compliance with all applicable inventory reporting requirements under the Toxic Substances Control Act, and that Seller will comply with the Federal Clean Air Act in regard to ozone depleting chemicals including, without Xxxxx’s written consent. Upon requestlimitation, Seller shall provide Buyer with adequate proof appropriate marking of insurance against such risk any part of lossItems in which CFC Class I ozone depleting chemicals are used. Seller will notify Buyer if Buyer property is lostwhenever it has reason to be aware of any harmful ingredients or defects within or involving the Items and, damagedwhen required by applicable law, will provide material safety data sheets covering the Items. Upon request, or destroyedwhenever normally provided by Seller, Seller will provide certificates of analysis covering the Items. As directed by BuyerSeller shall, upon completionrequest, termination, or cancellation furnish Buyer a certificate as to the warranties and certifications set forth in this Section. CONFLICT MINERALS. Buyer is committed to being Democratic Republic of the AgreementCongo (“DRC”) conflict free in the procurement of materials used in its products and has reporting obligations through its publically traded parent company to disclose whether products it manufactures contain certain “conflict minerals” (cassiterite, Seller shall deliver such propertywolframite, columbite- tantalite, gold or derivatives) originating from the DRC or an adjoining country. Xxxxxx agrees to the extent not incorporated adopt and implement policies, due diligence frameworks, and management systems to ensure that minerals used in delivered end products, any goods supplied to Buyer are conflict-free and to timely provide, upon Buyer’s request and in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s usea requested format, in certain data concerning its direct contracts with the Government, of property in which the Government maintains title. At the request of Xxxxx, Seller shall execute any documents, including but not limited to financial statements, required by Xxxxx to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to supply chain that may be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified needed for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the Property of Buyerapplicable reporting obligations.

BUYER PROPERTY. All supplies, materials, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items purchased, either directly or indirectly, by Buyer and/or furnished or delivered to Seller to perform the Order, or for which Seller has been reimbursed by Xxxxx (collectively referred to as “Buyer’s Property”), shall be and remain the property of Buyer. Seller shall clearly mark, maintain an inventory bear the risk of loss of and keep segregated or identifiable all Buyer property and all property to which Xxxxx acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while Xxxxx’s Property in Seller’s possession, custody, custody or control, . Buyer’s Property shall at all times be properly housed and will maintained by Seller; shall not use such property be used by Seller for any purpose other than in the performance of this Order; shall be deemed to be property; shall be conspicuously marked PROPERTY OF NORTHROP GRUMMAN INTERNATIONAL TRADING SERVICES, INC. by Seller; shall not be commingled with the Agreement property of Seller or with that of any third person; and shall not be moved from Seller’s premises without XxxxxBuyer’s prior written consentapproval. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Xxxxxx, at Xxxxx’s direction and expense. With reasonable prior notice, Xxxxx shall have the right to enter onto Seller’s premises to inspect Buyer’s Property and Xxxxxx’s records with respect thereto. Xxxxxx agrees that it will comply with the obligation hereunder to release Xxxxx’s Property notwithstanding any offsetting claim it might have against Buyer and that Seller shall execute be liable for any documents, including but not limited loss or damage to financial statements, required by Xxxxx Buyer resulting from Seller’s failure to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the release Xxxxx’s Property of Buyerwhen requested.

BUYER PROPERTY. Seller shall clearly markxxxx, maintain an inventory of and keep segregated or identifiable all Buyer property and all property to which Xxxxx Buyer acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while in Seller’s possession, custody, or control, and will not use such property other than in performance of the Agreement without XxxxxBuyer’s written consent. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of XxxxxBuyer, Seller shall execute any documents, including but not limited to financial statements, required by Xxxxx Buyer to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the Property of Buyer.

BUYER PROPERTY. Seller shall clearly markxxxx, maintain an inventory of and keep segregated or identifiable all Buyer property and all property to which Xxxxx Buyer acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while in Seller’s possession, custody, or control, and will not use such property other than in performance of the Agreement without XxxxxBuyer’s written consent. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of XxxxxBuyer, Seller shall execute any documents, including but not limited to financial statements, required by Xxxxx Buyer to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the Property of Buyer.

BUYER PROPERTY. All supplies, materials, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items purchased, either directly or indirectly, by Buyer and/or furnished or delivered to Seller to perform the Order, or for which Seller has been reimbursed by Xxxxx (collectively referred to as “Buyer’s Property”), shall be and remain the property of Buyer. Seller shall clearly mark, maintain an inventory bear the risk of loss of and keep segregated or identifiable all Buyer property and all property to which Xxxxx acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while Xxxxx’s Property in Seller’s possession, custody, custody or control, . Buyer’s Property shall at all times be properly housed and will maintained by Seller; shall not use such property be used by Seller for any purpose other than in the performance of this Order; shall be deemed to be property; shall be conspicuously marked PROPERTY OF NORTHROP GRUMMAN INTERNATIONAL ASIA SERVICES, INC. by Seller; shall not be commingled with the Agreement property of Seller or with that of any third person; and shall not be moved from Seller’s premises without XxxxxBuyer’s prior written consentapproval. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Xxxxxx, at Xxxxx’s direction and expense. With reasonable prior notice, Xxxxx shall have the right to enter onto Seller’s premises to inspect Buyer’s Property and Xxxxxx’s records with respect thereto. Xxxxxx agrees that it will comply with the obligation hereunder to release Xxxxx’s Property notwithstanding any offsetting claim it might have against Buyer and that Seller shall execute be liable for any documents, including but not limited loss or damage to financial statements, required by Xxxxx Buyer resulting from Seller’s failure to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the release Xxxxx’s Property of Buyerwhen requested.

BUYER PROPERTY. All supplies, materials, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items purchased, either directly or indirectly, by Buyer and/or furnished or delivered to Seller to perform the Order, or for which Seller has been reimbursed by Xxxxx (collectively referred to as “Buyer’s Property”), shall be and remain the property of Buyer. Seller shall clearly mark, maintain an inventory bear the risk of loss of and keep segregated or identifiable all Buyer property and all property to which Xxxxx acquires an interest by virtue of the Agreement. Except for ordinary wear and tear, Seller assumes all risk of loss, destruction, or damage to such property while Xxxxx’s Property in Seller’s possession, custody, custody or control, . Buyer’s Property shall at all times be properly housed and will maintained by Seller; shall not use such property be used by Seller for any purpose other than in the performance of this Order; shall be deemed to be property; shall be conspicuously marked PROPERTY OF NORTHROP GRUMMAN INTERNATIONAL MIDDLE EAST SERVICE, INC. by Seller; shall not be commingled with the Agreement property of Seller or with that of any third person; and shall not be moved from Seller’s premises without XxxxxBuyer’s prior written consentapproval. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller will notify Buyer if Buyer property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of the Agreement, Seller shall deliver such property, to the extent not incorporated in delivered end products, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article limits Seller’s use, in its direct contracts with the Government, of property in which the Government maintains title. At the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Xxxxxx, at Xxxxx’s direction and expense. With reasonable prior notice, Xxxxx shall have the right to enter onto Seller’s premises to inspect Buyer’s Property and Xxxxxx’s records with respect thereto. Xxxxxx agrees that it will comply with the obligation hereunder to release Xxxxx’s Property notwithstanding any offsetting claim it might have against Buyer and that Seller shall execute be liable for any documents, including but not limited loss or damage to financial statements, required by Xxxxx Buyer resulting from Seller’s failure to protect its interest in this property. If, in the performance of the Agreement, Buyer furnishes Seller with components or other concerns to be incorporated by Seller in the Products to be delivered to Buyer, Buyer does not waive its right to require the level of quality specified for the Products to be delivered by Seller. Seller agrees to replace any components or other items furnished by Buyer that are damaged by Seller or Seller's agents, or to reimburse Buyer for the same. Seller agrees that all dies, tools, jigs, fixtures, designs, drawings, patterns and other special items, which are furnished by Buyer without charge, shall be the release Xxxxx’s Property of Buyerwhen requested.