Client-supplied Materials Sample Clauses

Client-supplied Materials. The Parties hereby acknowledge and agree that from time to time Celerate may require Client, or Client may desire to contribute materials to the Project for Celerate’s use, including, but not limited to, already-purchased stock photography, digital images of its logo, digital videos, source code generated in-house, marketing and/or technical materials to be included in a project (“Client Materials”). To the extent that any such Client Materials are provided to Celerate, Client hereby authorizes Celerate to use, reproduce and create derivative works from such Client Materials for purposes of including and integrating such Client Materials into the Project. Moreover, Client hereby represents and warrants to Celerate that any and all such Client Materials shall have been independently created or that Client has the full legal and unencumbered right in and to such Client Materials. Client further represents and warrants to Celerate that none of the Client Materials are the product of infringement of any third party’s rights or otherwise. Client hereby covenants and agrees to indemnify and hold Celerate, its employees, officers, members, consultants, contractors and vendors harmless in the event that Celerate incurs damage, injury, harm, cost and/or expense (including, but not limited to court costs and reasonable attorneys’ fees) as a result of Celerate’s use of such Client Materials or which directly or indirectly result from Client’s delivery of same to Celerate. Furthermore, the Parties hereby acknowledge and agree that it is solely Client’s responsibility when creating its own intellectual property-protected works or having Celerate create such works on its behalf, including, but not limited to, trademark-protected works and copyrightable materials, to perform its own due diligence and to take any and all measures necessary to ensure that such any such work(s) do not or will not knowingly infringe upon another’s intellectual property rights. Although Client may request that Celerate create a certain design, image or other work on behalf of the Client, the Parties hereby acknowledge and agree that Celerate takes no responsibility nor does it accept or assume any liability resulting from the creation of such design, image or other work, which it was directed to create by Client. Celerate fully relies upon Client’s representation and warranty, set forth above, that any and all such Work Product will not knowingly infringe on another’s rights.

Client-supplied Materials. Client shall deliver to PCD, at Client's sole cost and expense, such subscription, promotion, circulation, billing, correspondence, back issues and other materials and information (herein called "Materials") as PCD shall reasonably request as necessary for PCD to perform its services hereunder. Materials furnished by Client shall meet optical scanning computer addressing, mechanical inserting and other specifications furnished in writing by PCD to Client.

Client-supplied Materials. Except as expressly set forth in this Agreement or in a Work Plan or as otherwise agreed upon by the Parties, Client will be responsible for sourcing and providing to Hovione all Client-Supplied Materials, *, for all Development Services and Manufacturing Services. Hovione’s requirements for Client-Supplied Materials and the dates by which such Client-Supplied Materials must be provided to Hovione for the commencement of the applicable Services (a) will be set forth in the applicable Work Plan or otherwise mutually agreed to in writing for Development Services, and (b) is set forth in Section 5.5 for Manufacturing Services. Notwithstanding anything in this Agreement to the contrary, Hovione will not be in breach of its obligation to supply Product or perform Services by the agreed to delivery date and it will not constitute a Supply Failure if the delivery or performance delay is substantially the result of Client’s failure to meet its material obligations in accordance with the terms of this Agreement; provided that, if such failure is reasonably likely to cause the delivery or performance delay, Hovione promptly notifies Client thereof and provides Client with a reasonable estimate of the delay and Hovione uses all reasonable efforts to mitigate the delay. Hovione will promptly advise Client in writing of any Client-Supplied Materials that are lost or damaged, including any Material Loss.

Client-supplied Materials. A. Client shall supply to Catalent for Processing, at Client’s cost, DDP (Incoterms 2020) the Facility, Client-supplied Materials in quantities sufficient to meet all binding orders for Product. Client shall deliver or cause to be delivered to the Facility such items and associated certificates of analysis, lot numbers (to the extent applicable), and expiration dates (to the extent applicable) at least [***] (but no more than [***] before the applicable Processing Date (unless another timeframe is set forth in the applicable Plan Document), or as otherwise set forth in the Acknowledgement (as referenced in Section 4.3(B)). Client shall be responsible at its expense for securing any necessary governmental approval required in respect of such supply, including any controlled-substance, export, import, or other governmental clearance, permit, or certification from the U.S. Drug Enforcement Administration, U.S. Immigration and Customs Enforcement, or any comparable non-U.S. governmental authority. Catalent shall use Client-supplied Materials solely for performing Services. Catalent shall not transfer the Client-supplied Materials, or otherwise provide access to the Client-supplied Materials to any Third Party without the prior written consent of Client (which may consist in the execution of a Change Order or a SOW). Catalent agrees that no express or implied licenses or other rights relating to the Client-supplied Materials are provided to Catalent under any Patents, trade secrets or other proprietary rights of Client except to use such Client-supplied Materials solely in accordance with this Agreement and the applicable Plan Documents. Prior to delivery of any Client-supplied Materials, Client shall provide to Catalent a copy of all associated safety data sheets, safe handling instructions, health and environmental information, and any governmental certification or authorization that may be required under Applicable Laws relating to Product, and thereafter shall provide promptly any updates thereto. B. Catalent shall inspect all Client-supplied Materials received to: (i) verify their identity and (ii) inspect any such Client-supplied Materials for any observable damage. Unless otherwise expressly required by the Specifications or any Plan Document, Catalent shall have no obligation to test Client-supplied Materials to confirm that they meet the associated Specifications, certificate of analysis, or otherwise; but, in the event that Catalent detects a nonconfo...

Client-supplied Materials. A. Client shall supply to Catalent for Processing, at Client’s cost, Client-supplied Materials, in quantities sufficient to meet Client’s requirements for Product. Client shall deliver such items and associated certificates of analysis to the Facility no later than [***] days (but not earlier than [***] days) before the Processing Date. Client shall be responsible at its expense for securing any necessary export, import or other governmental clearance, permit or certification required in respect of such supply. Catalent shall use Client-supplied Materials solely for Processing. Prior to delivery of any Client-supplied Materials, Client shall provide to Catalent a copy of all associated material safety data sheets, safe handling instructions and health and environmental information and any governmental certification or authorization that may be required under Applicable Laws relating to the API and Product, and thereafter shall provide promptly any update thereto. B. Catalent shall inspect all Client-supplied Materials received to verify their identity. Unless otherwise expressly required by the Specifications, Catalent shall have no obligation to test Client-supplied Materials it receives to confirm that they meet the associated specifications, certificate of analysis or otherwise; but in the event that Catalent detects a nonconformity with the Specifications, Catalent shall give Client prompt notice of such nonconformity. Catalent shall not be liable for any defect in Client-supplied Materials, or in Product as a result of defective Client-supplied Materials, unless Catalent failed to properly perform the foregoing obligations. Catalent shall follow Client’s reasonable written instructions in respect of return or disposal of defective Client-supplied Materials, at Client’s cost. C. Client shall retain title to Client-supplied Materials at all times and shall bear the risk of loss of any such Client-supplied Materials unless as a result of gross negligence by Catalent.

Client-supplied Materials. Identify if any Client —supplied materials in addition to those identified in Appendix A will be supplied by Client. Identify when such Client-Supplied Materials must be at the Hovione Facility for Services to commence

Client-supplied Materials. Commencing upon a Commercial Supply Election, Client agrees to use commercially reasonable efforts to build, over time, an inventory of Client-Supplied Materials at the Facility to support * of the Rolling Forecast, and will, at a minimum, provide Client-Supplied Materials to Hovione sufficient to enable Hovione to manufacture the then current binding portion of the Rolling Forecast at least *calendar days in advance of said requirement.

Client-supplied Materials. Client hereby grants to Canary a limited, revocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, distribute, and display the trademarks, logos, copyrights, and any other intellectual property or materials that Client provides to Canary in connection with this Agreement (the “Client-Supplied Materials”) for the purpose of providing Services set forth in this Agreement. Client warrants that it is the exclusive owner of such Client-Supplied Materials, and agrees to indemnify, defend and hold harmless Canary against any and all costs, losses, liabilities, expenses (including reasonable attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with third- party claims against Canary that result from any claim relating to Client-Supplied Materials.

Client-supplied Materials. Client expressly agrees and acknowledges that in the course of performance, SimpliMeta may access, utilize and, upon Client request, copy, adapt, modify and prepare derivative works of, the Client-Supplied Materials (as defined herein) and the Deliverables may consist, in whole or in part, of derivative works of Client-Supplied Materials, and Client hereby grants to SimpliMeta and its agents and subcontractors an irrevocable license, for the term of this Agreement, to do any and all of the foregoing. Client hereby represents, warrants and covenants to SimpliMeta that (a) Client has secured or will secure from all owners or proprietors of any and all Client-Supplied Materials, prior to delivering or making available such Client-Supplied Materials to SimpliMeta, all rights in, and consents of third parties with respect to, such Client-Supplied Materials reasonably necessary for SimpliMeta and its agents, and subcontractors to lawfully perform the Services and create the Deliverables and to do all acts related thereto described in this Agreement or in any SOW (including exercising any licenses granted hereunder); and (b) Client will maintain all rights and consents set forth at subsection (a) throughout the term of this Agreement. For purposes of this Agreement, “