Common use of BUYER’S PROPRIETARY RIGHTS Clause in Contracts

BUYER’S PROPRIETARY RIGHTS. Except as specifically provided otherwise in the Purchase Order, (a) neither Seller nor any of its employees, agents or subcontractors shall use any data, drawings, blueprints, designs, descriptions, specifications or samples, or any other documents, information, items or work product (collectively, "Work Product") furnished by Buyer or developed by either party in connection with the purchase order or the Supply Agreement, except in performing thereunder, and (b) any proprietary, intellectual property, technical or trade secret information disclosed by a party to the other under or in connection with the purchase order or the Supply Agreement, including, without limitation, patents, trademarks, copyrights, know-how and trade secrets, shall remain the exclusive property of the disclosing party, and (c) notwithstanding the foregoing, all Work Product, inventions (whether or not patentable), copyrights, know-how, data, information, intellectual property, proprietary rights and any other items (direct or indirectly), in whole or in part, resulting from, related to or otherwise made, originated, discovered, developed, reduced to practice or conceived by Seller or its affiliates or subcontractors in connection with performing under the purchase order or the Supply Agreement (collectively, "Developed IP") shall be deemed to be work made for hire and shall be the sole property of and owned by Buyer. To the extent that, by operation of law, Xxxxxx owns any intellectual property rights in the Developed IP, Seller hereby assigns to Buyer all rights, title and interest in such Developed IP. Seller shall promptly from time to time upon Xxxxx's request execute and deliver to Buyer any and all documents requested by Xxxxx conveying any such Developed IP to Buyer. Seller grants to Buyer an irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, worldwide license with the right to grant sublicenses to affiliates to use any technical information, know how, copyrights, patents and other intellectual property and proprietary rights owned or controlled by Seller or its affiliates to make, have made, use and sell any materials provided by Seller under the purchase order. Upon completion, cancellation or termination of the purchase order, Seller shall return to Buyer at Buyer’s request all Work Product and Developed IP and all tangible representations thereof.

BUYER’S PROPRIETARY RIGHTS. Except as specifically provided otherwise in the Purchase Order, (a) neither Seller nor any of its employees, agents or subcontractors shall use any data, drawings, blueprints, designs, descriptions, specifications or samples, or any other documents, information, items or work product (collectively, "Work Product") furnished by Buyer or developed by either party in connection with the purchase order or the Supply Agreement, except in performing thereunder, and (b) any proprietary, intellectual property, technical or trade secret information disclosed by a party to the other under or in connection with the purchase order or the Supply Agreement, including, without limitation, patents, trademarks, copyrights, know-how and trade secrets, shall remain the exclusive property of the disclosing party, and (c) notwithstanding the foregoing, all Work Product, inventions (whether or not patentable), copyrights, know-how, data, information, intellectual property, proprietary rights and any other items (direct or indirectly), in whole or in part, resulting from, related to or otherwise made, originated, discovered, developed, reduced to practice or conceived by Seller or its affiliates or subcontractors in connection with performing under the purchase order or the Supply Agreement (collectively, "Developed IP") shall be deemed to be work made for hire and shall be the sole property of and owned by Buyer. To the extent that, by operation of law, Xxxxxx Seller owns any intellectual property rights in the Developed IP, Seller hereby assigns to Buyer all rights, title and interest in such Developed IP. Seller shall promptly from time to time upon XxxxxBuyer's request execute and deliver to Buyer any and all documents requested by Xxxxx Buyer conveying any such Developed IP to Buyer. Seller grants to Buyer an irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, worldwide license with the right to grant sublicenses to affiliates to use any technical information, know how, copyrights, patents and other intellectual property and proprietary rights owned or controlled by Seller or its affiliates to make, have made, use and sell any materials provided by Seller under the purchase order. Upon completion, cancellation or termination of the purchase order, Seller shall return to Buyer at Buyer’s request all Work Product and Developed IP and all tangible representations thereof.

BUYER’S PROPRIETARY RIGHTS. Except as specifically provided otherwise in the Purchase Order, (a) neither Seller nor any of its employees, agents or subcontractors shall use any data, drawings, blueprints, designs, descriptions, specifications or samples, or any other documents, information, items or work product (collectively, "Work Product") furnished by Buyer or developed by either party in connection with the purchase order or the Supply Agreement, except in performing thereunder, and (b) any proprietary, intellectual property, technical or trade secret information disclosed by a party to the other under or in connection with the purchase order or the Supply Agreement, including, without limitation, patents, trademarks, copyrights, know-how and trade secrets, shall remain the exclusive property of the disclosing party, and (c) notwithstanding the foregoing, all Work Product, inventions (whether or not patentable), copyrights, know-how, data, information, intellectual property, proprietary rights and any other items (direct or indirectly), in whole or in part, resulting from, related to or otherwise made, originated, discovered, developed, reduced to practice or conceived by Seller or its affiliates or subcontractors in connection with performing under the purchase order or the Supply Agreement (collectively, "Developed IP") shall be deemed to be work made for hire and shall be the sole property of and owned by Buyer. To the extent that, by operation of law, Xxxxxx owns any intellectual property rights in the Developed IP, Seller hereby assigns to Buyer all rights, title and interest in such Developed IP. Seller shall promptly from time to time upon Xxxxx's request execute and deliver to Buyer any and all documents requested by Xxxxx conveying any such Developed IP to Buyer. Seller grants to Buyer an irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, worldwide license with the right to grant sublicenses to affiliates to use any technical information, know how, copyrights, patents and other intellectual property and proprietary rights owned or controlled by Seller or its affiliates to make, have made, use and sell any materials provided by Seller under the purchase order. Upon completion, cancellation or termination of the purchase order, Seller shall return to Buyer at Buyer’s request all Work Product and Developed IP and all tangible representations thereof.1.1

BUYER’S PROPRIETARY RIGHTS. Except as specifically provided otherwise in the Purchase Order, (a) neither Seller nor any of its employees, agents or subcontractors shall use any dataAll processes, drawings, blueprintsdata, designsreports, descriptionsplans, specifications documents, business secrets and information of any kind pertaining to Buyer's business shall be treated and recognized as the sole and exclusive; property of Buyer and shall at all time he kept by Seller as secret and confidential; and any inventions, discoveries and improvements which Seller may make arising out of the performance of services or samplesdelivery of Goods hereunder, and relating in any manner to Buyer's business shall be promptly disclosed by Seller to Buyer, and the rights to any of the foregoing shall belong to and become the property of the Buyer and Seller shall never use nor permit the use of the same for Seller's benefit or for the benefit of any other person, firm or corporation. Seller shall not prepare any writings, reports, publications, etc. in any way connected with or arising out of the process, design or any other information which Seller is studying for Seller's own use or for release to others, except as specifically required by Buyer without prior written consent of Buyer. Seller may disclose or reveal any such information only to those in its organization who must have access to such information to perform the services specifically required of Seller by Buyer. Seller shall make known to all those in its organization who have access to such information Seller's obligations hereunder and that such information is confidential and is the property of the Buyer. All models, drawings, sketches, documents, information, items and other written information furnished to Seller or work product (collectively, "Work Product") furnished otherwise obtained by Buyer or developed by either party Seller in connection with this order shall be the purchase order or the Supply Agreement, except in performing thereunder, and (b) any proprietary, intellectual property, technical or trade secret information disclosed by a party to the other under or in connection with the purchase order or the Supply Agreement, including, without limitation, patents, trademarks, copyrights, know-how and trade secrets, shall remain the exclusive property of the disclosing party, Buyer and (c) notwithstanding the foregoing, all Work Product, inventions (whether or not patentable), copyrights, know-how, data, information, intellectual property, proprietary rights and any other items (direct or indirectly), in whole or in part, resulting from, related to or otherwise made, originated, discovered, developed, reduced to practice or conceived by Seller or its affiliates or subcontractors in connection with performing under the purchase order or the Supply Agreement (collectively, "Developed IP") shall be deemed a loan to be work made Seller for hire use solely in the performance of services for Buyer, and shall be returned to Buyer whenever return is requested by Buyer and, in any event, upon completion of Seller's work for Buyer. All specifications, drawings, tools, materials and other items which are supplied by Buyer shall be and remain the sole property of Buyer, and owned by BuyerBuyer shall have the right to enter Seller's premises and remove them at any time without being guilty of trespass or liable to Seller for damages for any sort. To the extent that, by operation of law, Xxxxxx owns any intellectual property rights All such items shall be used only in the Developed IP, Seller hereby assigns to Buyer all rights, title and interest in such Developed IPperformance of work under this Purchase Order. Seller shall promptly from time to time upon Xxxxx's request execute and deliver to Buyer any and all documents requested by Xxxxx conveying not dispose of any such Developed IP items without Buyer's written consent, and shall, upon completion of the work, promptly deliver all such property and productions therefrom to Buyer. Seller grants hereby indemnifies Buyer against any loss which Buyer may sustain arising out of the failure of Seller to comply with its obligations under this paragraph 11. The provisions of this paragraph 11 shall survive delivery and payment, and remain in full force until all said items are delivered to Buyer an irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, worldwide license or otherwise disposed of with the right to grant sublicenses to affiliates to use any technical information, know how, copyrights, patents and other intellectual property and proprietary rights owned or controlled by Seller or its affiliates to make, have made, use and sell any materials provided by Seller under the purchase order. Upon completion, cancellation or termination of the purchase order, Seller shall return to Buyer at Buyer’s request all Work Product and Developed IP and all tangible representations thereof's written consent.