Common use of Continuity of Supply Clause in Contracts

Continuity of Supply. In the event that Supplier is in default under any Agreement, Philips may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier's designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Philips as stipulated below if such default is not remedied within fourteen (14) days of Philips' notice or if within same period no precautions are taken by Supplier to Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Philips will have the right to have the affected goods manufactured or services performed directly for Philips by the Subcontractor. At the same time Philips provides notice to Supplier, Philips will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Philips immediately if Supplier does not cure the default or does not take precautions to Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Philips, Supplier will immediately provide to Philips all materials, specifications and other items necessary to enable Philips, or a third party designated by Philips, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Philips a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Philips' behalf. The Materials will be provided to Philips' third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Philips. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Philips Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier's designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Philips Buyer as stipulated below if such default is not remedied within fourteen (14) days of Philips' Buyer’s notice or if within same period no precautions are taken by Supplier to Philips' Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Philips Buyer will have the right to have the affected goods manufactured or services performed directly for Philips Buyer by the Subcontractor. At the same time Philips Buyer provides notice to Supplier, Philips Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Philips Buyer immediately if Supplier does not cure the default or does not take precautions to Philips' Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to PhilipsBuyer, Supplier will immediately provide to Philips Buyer all materials, specifications and other items necessary to enable PhilipsBuyer, or a third party designated by PhilipsBuyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Philips Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Philips' Buyer’s behalf. The Materials will be provided to Philips' Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for PhilipsBuyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Philips Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier's ’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Philips Buyer as stipulated below if such default is not remedied within fourteen (14) days of Philips' Buyer’s notice or if within same period no precautions are taken by Supplier to Philips' Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Philips Buyer will have the right to have the affected goods manufactured or services performed directly for Philips Buyer by the Subcontractor. At the same time Philips Buyer provides notice to Supplier, Philips Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Philips Buyer immediately if Supplier does not cure the default or does not take precautions to Philips' Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to PhilipsBuyer, Supplier will immediately provide to Philips Buyer all materials, specifications and other items necessary to enable PhilipsBuyer, or a third party designated by PhilipsBuyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Philips Buyer a worldwide, royalty free, irrevocable, non-–exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Philips' Buyer’s behalf. The Materials will be provided to Philips' Buyer’s third party manufacturer or service provider under a non-–disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for PhilipsBuyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Philips WEEN may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier's ’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Philips WEEN as stipulated below if such default is not remedied within fourteen (14) days of Philips' WEEN’ notice or if within same period no precautions are taken by Supplier to Philips' WEEN’ reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Philips WEEN will have the right to have the affected goods manufactured or services performed directly for Philips WEEN by the Subcontractor. At the same time Philips WEEN provides notice to Supplier, Philips WEEN will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Philips WEEN immediately if Supplier does not cure the default or does not take precautions to Philips' WEEN’ reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to PhilipsWEEN, Supplier will immediately provide to Philips WEEN all materials, specifications and other items necessary to enable PhilipsWEEN, or a third party designated by PhilipsWEEN, to manufacture, ,support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Philips WEEN a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Philips' WEEN’ behalf. The Materials will be provided to Philips' WEEN’ third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for PhilipsWEEN. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.