Common use of days notice Clause in Contracts

days notice. If Buyer elects to terminate under this clause, the Seller shall gather all reasonable costs incurred to date in performance of the purchase order and submit a termination claim to the Buyer within 60 days of the notice of termination. Upon a review of this claim, including a potential audit, Buyer will reimburse Seller for all reasonable costs incurred. Force Majeure Buyer shall not be held responsible for acceptance of or payment for all or any part of Goods or Services tendered for delivery under this Agreement if, due to a "force majeure" event (including any federal, state or municipal action, statute, ordinance or regulation, strike or other labor trouble, act of God, fire, weather event or other incidents outside of a party's control), acceptance or payment is impossible or impractical. Upon the occurrence of a force majeure event that affects Seller's ability to supply the total demand upon it or any Good, Seller shall allocate its available supply of such Good/Services (without obligation to purchase similar Goods from other sources) on a fair and equitable basis among Buyer and those other customers to whom Seller was contractually obligated to supply such Good/Services at the time the force majeure event arose. In the event that such an allocation is commercially impracticable, Seller shall not be liable for any failure or delay of delivery if such failure or delay is caused solely by a force majeure event rendering timely performance by Seller impossible through no act or omission of Seller. Indemnification Seller covenants and agrees to completely indemnify and hold Buyer harmless from and against any and all loss, damage (including attorney’s fees and costs), claim or action, incurred or sustained by Buyer as a result of (a) any breach of any warranty arising out of this Agreement, (b) any breach of Seller’s obligations under the purchase order; (c) property damage, personal injury or death, or any economic loss arising out of, or resulting in any way from, any defect in the Goods or Services purchased hereunder; (d) any actual or alleged infringement of patent or invention rights arising from the sale or use of the Goods or Services covered by this Agreement (provided, however, that this indemnity shall not apply to any such damages, liabilities, claims, losses or expenses arising out of compliance by Seller with specifications furnished by Buyer); or (e) any willful misconduct or negligent act or omission of Seller, its agents, employees or subcontractors. Seller acknowledges and agrees that the Goods and Services furnished by Seller to Buyer pursuant to this Agreement are intended for use by Buyer in fulfilling contractual obligations of Buyer to others. In the event that a breach by Seller of its warranties or other obligations hereunder is a contributing cause or factor in any claim, action or proceeding against Buyer by others, Seller covenants and agrees to completely indemnify and hold Buyer harmless from and against any and all loss or damage (including attorney’s fees and costs) incurred or sustained by Buyer as a result of such claims, actions or proceedings. Buyer covenants and agrees to completely indemnify and hold Seller harmless from and against any and all loss, damage (including attorney’s fees and costs), claim or action, incurred or sustained by Seller as a result of any infringement of patent, copyright, trade secret or other intellectual property rights of others by Seller’s use of designs, processes or formulas supplied, determined or requested by Buyer during the performance of this Agreement. Exclusive Rights All drawings, specifications, prototype articles or other descriptions furnished by Buyer to Seller in connection with this Agreement shall remain the exclusive property of Buyer and shall be returned to Buyer promptly upon its written request. Seller agrees that all drawings, field notes, specifications, software and any other documents, materials or work product, whether in written, audio, video or electronic form, developed for Buyer or that are unique to the subject matter of the Agreement (“Work Product”) shall be the property of the Buyer. Seller agrees to assign all rights, title and interest, including without limitation copyrights, for all such Work Product to Buyer. Buyer shall have the right to use any drawings, field notes, specifications, software and any other documents, materials or work product that were not developed for the Buyer or are not unique to the subject matter of the Agreement, for any purpose pertaining to the Buyer’s installation, operation, maintenance and repair of the Goods purchase hereunder including the right t contract with others for the manufacture of replacement parts or the installation of any additional complementary equipment, software or components. Buyer's failure to take possession of any such drawings, field notes, specifications, software or any other documents, material or Work Product at the time the Goods are delivered or the Services are rendered by Seller shall not be construed as a waiver of any of Buyer’s rights under this section. Confidentiality Seller shall keep confidential all information, drawings, specifications and data furnished by Buyer, or prepared by Seller specifically in connection with the performance of this Agreement and shall not divulge or use such information, drawings, specifications or data for any purpose other than as necessary in connection with this Agreement or as required by law or judicial order. Except as required for the efficient performance of this Agreement, Seller shall not make copies or permit copies to be made without the prior written consent of Buyer. The obligations under this paragraph will survive the cancellation, termination or completion of this Agreement for a period of five (5) years. Seller’s Compliance with All Laws Seller represents and warrants to Buyer that during the entire term of this Agreement Seller shall conduct its operations, and perform its obligations under the Agreement, in compliance with all applicable Federal, state, Foreign, provincial and local laws and ordinances and all lawful orders, rules and regulations thereunder, and specifically with, but not limited to, any import and export, and health, safety and environmental laws, treaties ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where the Agreement may be performed. NOTWITHSTANDING ANY OTHER PROVISION IN THE PURCHASE ORDER TO THE CONTRARY, NOTHING CONTAINED IN THE PURCHASE ORDER WILL OBLIGATE BUYER OR SELLER TO ENGAGE IN ANY ACTION OR OMISSION TO ACT WHICH WOULD BE PROHIBITED BY OR PENALIZED UNDER THE LAWS OR REGULATIONS OF THE UNITED STATES OF AMERICA. Right to Audit Seller shall maintain, in accurate and complete order, all books and records (whether in printed, electronic or other format) associated with work performed and charges invoiced to and paid by Buyer pursuant to this Agreement. Such books and records shall also include (without limitation) all records relating to any (i) changes or extra work, (ii) claims for allowable adjustment of the purchase order price, (iii) entertainment, gifts and business, financial or other transactions between Seller and any Buyer employees, (iv) allowable termination costs and (v) any other allowable charges covered under the purchase order. Such books and records, and all other books and records of Seller pertaining to the Agreement, shall be open to inspection and audit by representatives of Buyer during reasonable business hours during the life of the Agreement, and for a period of two (2) years thereafter.