Client Materials. If a Material is to be supplied by Client (a “Client Material”), then Client shall provide the Client Material [***] and provide such information as may be required by Provider or Applicable Law concerning the stability, storage and safety requirements of the Client Material. Provider shall ensure that the Client Material will be (a) used solely for the purpose of providing the Services, (b) only distributed to Personnel on a need-to-know basis for the provision of the Services and (c) preserved and protected in a manner consistent with the specifications of the applicable Work Order and any relevant standard operating procedures or other instructions provided by Client. Client will at all times retain title to and ownership of the Client Materials, Product, any intermediates and components of Client Materials or Product, and any work in process at each and every stage of the Manufacturing Process. Provider will provide within the Facility an area or areas where the Client Materials, Product, any intermediates and components of Client Materials or Product, and any work in process are segregated and stored in accordance with the Specifications and cGMP (if applicable), and in such a way as to be able at all times during the period of the Agreement or applicable Work Order to clearly distinguish such materials from products and materials belonging to Provider, or held by it for a third party’s account. Provider will ensure that Client Materials (which are under Provider’s control), Product, any intermediates and components of Product, and any work in process are free and clear of any liens or encumbrances arising from disputes with any third party. Provider will at all times during the period of the Agreement or applicable Work Order take such measures as are required to protect the Client Materials, Product, any intermediates and components of any Client Materials or Product, and any work in process from loss, damage and theft at all stages of the Manufacturing Process. Client agrees that it is responsible to insure such items against theft, damage or loss and under no circumstances shall Provider be liable for loss or damage to any such items. The foregoing agreement does not limit the Provider’s liability for Client Materials (for clarity, such Client Materials should be specified in the applicable Work Orders) loss or damage solely resulting from Provider’s gross negligence or willful misconduct while the Services are being performed or while such Client...
Client Materials. (a) You (or where applicable, any third party owner) retain ownership of all relevant Intellectual Property rights in the Client Materials and such rights are not assigned or transferred to us.
(b) You retain ownership of your domain names and all existing content on any related sites. These domains are not assigned or transferred to us.
(c) You grant us (and our employees, contractors and agents, as applicable) an irrevocable, royalty-free, perpetual licence to use, copy, modify and adapt any Intellectual Property in the Client Materials as reasonably necessary to provide the Services.
Client Materials. [Description of the Client Materials to be provided by Client to Provider that are necessary to perform the Services]
Client Materials. With respect to the Client Materials, which shall be supplied by Client to SBL at no cost during SBL’s performance the Service, SBL shall submit an invoice to Client in an amount as set forth in Section 9.1 upon SBL’s completion of such project stage of the Service SBL’s release of a Batch of Product, as applicable.
Client Materials. Optional element.
Client Materials. All Client Materials that KBI Biopharma may have access to in order to perform the Services shall be owned exclusively by the Client. Nothing in this Agreement shall be deemed to grant any rights to KBI Biopharma in any Client Materials, other than the right for KBI Biopharma to use such Client Materials to perform the Services. For the purposes hereof, “Client Materials” means all Client proprietary materials and information, intellectual property and developments, including without limitation, all patents, patent applications, know-how, inventions, designs, concepts, technical information, manuals, or instructions which, as of the Effective Date, are owned, licensed or controlled by Client relating to the development, formulation, manufacture, processing, packaging, analysis or testing of the Product. In the event that Client loses or forfeits its rights in such proprietary Client Materials during the Term of this Agreement for any reason, Client shall provide notice of same to KBI Biopharma immediately and this Agreement shall be subject to immediate termination by KBI Biopharma at that time, subject to Section 24.2.
Client Materials. 16.1 The Client warrants that:
16.1.1 it is the sole legal and beneficial owner of the IPRs in the Client Materials or has benefit of a sufficient licence granted by the sole legal and beneficial owner of the IPRs in the Client Materials;
16.1.2 the Client Materials do not infringe any applicable laws, regulations or third party rights including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party IPRs ;
16.2 The Company may reject any Client Materials which appear to the Company, acting reasonably, to be unsuitable to be incorporated into and/or used as part of a Project or in the provision of the Services or appear to breach any of the provisions at clause 16.1 (“Unsuitable Client Materials”).
16.3 The Client shall replace any Unsuitable Client Materials within 10 Business Days of notification of the unsuitability of the Client Materials by the Company. If the Unsuitable Client Materials are not so replaced, the Company shall use the Unsuitable Client Materials in the provision of the Services but at the Client’s risk pursuant to clause 16.4.
16.4 The Company shall use reasonable endeavours to ensure good results in respect of the Services where Unsuitable Client Materials are used. However, the Client acknowledges and accepts that the Company shall have no liability whatsoever, whether in contract, tort, negligence or otherwise and howsoever arising, for any error, default, defect, functionality and/or imperfection in the Deliverables or Services where such defect is due wholly or in part to the provision of Unsuitable Client Materials by the Client.
16.5 Any additional work required as a result of the Client supplying Unsuitable Client Materials shall be charged to the Client at an amount to be agreed between the Parties and based on the Company’s standard rates. The Client shall indemnify the Company and keep the Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatever nature arising out of or in connection with any claim that the use by the Company or its sub- contractors of any Client Materials infringes any applicable law or the IPRs or other rights of any third party.
Client Materials. A. Any content or materials provided by the Client to GLO remain the intellectual property of the Client.
B. The Client grants GLO a royalty-free, non-exclusive licence to use, reproduce, modify, display, and publish the provided content/materials solely for the purpose of delivering the contracted services.
Client Materials. Client shall provide at its cost
(i) all artwork relating to its name, logos and other Client Marks and all other required creative materials (“Creative Materials”) within the deadlines set by ALM, and (ii) such other information as may be requested by ALM, including samples of any advertising material or any products that are to be promoted in association with the Event, in each case for prior approval by ALM. Client grants ALM the non- exclusive, non-transferable, royalty-free right and license, during the Term, to use the Client Marks and Creative Materials in the form and manner approved by Client solely to enable ALM to perform its obligations hereunder. Client shall not
(i) distribute any promotional materials referencing the Event and/or using the ALM Marks (“Promotional Materials”) until it has received written confirmation from ALM approving the materials; (ii) engage in any joint promotion with any third party in relation to the Event without the consent of ALM, or (iii) use or permit the use of the Rights in a manner that will disparage the Event or be otherwise prejudicial or defamatory to the image or reputation of the Event, ALM or the Venue. Client shall promptly comply with all instructions and directions issued by or on behalf of ALM in connection with the Event and its promotion (including without limitation any instructions or directions given in relation to use of the Event facility at which the Event is being held). ALM shall not be responsible for any failure or delay in providing any of the rights under this Agreement if such failure or delay occurs directly or indirectly as a result of Client’s failure or delay in complying with any of ALM’s instructions or directions.
Client Materials. Client shall provide at its cost
(i) all artwork relating to its name, logos and other Client Marks and all other required creative materials (“Creative Materials”) within the deadlines set by ALM, and (ii) such other information as may be requested by ALM, including samples of any advertising material or any products that are to be promoted in association with the Event, in each case for prior approval by ALM. Client grants ALM the non- exclusive, non-transferable, royalty-free right and license, during the Term, to use the Client Marks and Creative Materials in the form and manner approved by Client solely to enable ALM to perform its obligations hereunder. Client shall not (i) distribute any promotional materials referencing the Event and/or using the ALM Marks (“Promotional Materials”) until it has
