Common use of Developer Representations and Warranties Clause in Contracts

Developer Representations and Warranties. Developer represents and warrants that: (a) Developer has full and exclusive right and power to enter into and perform according to the terms of this Agreement; (b) The Work as delivered to Company does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and is free of any lien, claim, security interest or encumbrance; (c) The Work will meet the specifications described in the applicable Schedule, will be complete and accurate, and will comply with all applicable laws and regulations; (d) Developer will have all necessary rights to the Work to transfer ownership to Company as required by Section 6.2 above. Work created by Developer employees will be created within the scope of their employment and pursuant to written obligation to assign to Developer all right, title and interest in the Work, including without limitation the rights enumerated and assigned to Company in Section 6.2 above. If Company provides consent under Section 3 for a subcontractor to perform Work, such subcontractor will be bound by written obligation to assign all right, title and interest in the Work to Developer including without limitation the rights enumerated and assigned to Company in Section 6.2 above; (e) Developer will not incorporate into the Work any product, software, or other materials for which the intellectual property rights are not owned solely by Developer without the express written permission of Company; (f) The Work will be performed in a professional manner and will be of a high grade, nature, and quality; (g) The Work is not, and when delivered to Company will not be, in whole or in part, governed by an Excluded License. An Excluded License is any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software and/or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. (h) The software component of any Work as delivered to Company will not contain any viruses or other applications or executables that will degrade or infect any Work product or any other software or Company’s network or systems, including without limitation any “trap doors,” “worms” and “time bombs.” (i) Developer will dedicate appropriate facilities, skilled employees, and resources to complete Work. (j) Company Materials will be used for the sole purpose of performing the Work under the Schedule for which Company provides the Company Materials to Developer. Company Materials will not be disclosed to or used for the benefit of any third party. (k) Developer will comply with all applicable laws and treaties in performing the Work, including without limitation all applicable employment, health and safety, environmental and immigration laws. Developer agrees that any breach, or threatened breach, of this Agreement by Developer could cause irreparable damage and that in the event of such breach, or threatened breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance as well as all other equitable relief to prevent the violation of Developer’s obligations hereunder without the necessity of any proof of actual damages or the posting of a bond or other security.

Developer Representations and Warranties. Developer represents and warrants that: (a) Developer has full and exclusive right and power to enter into and perform according to the terms of this Agreement; (b) The Work as delivered to Company Client does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and is free of any lien, claim, security interest or encumbrance; (c) The Work will meet the specifications described in the applicable Schedule, will be complete and accurate, and will comply with all applicable laws and regulations; (d) Developer will have all necessary rights to the Work to transfer ownership to Company as required by Section 6.2 above. Work created by Developer employees will be created within the scope of their employment and pursuant to written obligation to assign to Developer all right, title and interest in the Work, including without limitation the rights enumerated and assigned to Company in Section 6.2 above. If Company provides consent under Section 3 for a subcontractor to perform Work, such subcontractor will be bound by written obligation to assign all right, title and interest in the Work to Developer including without limitation the rights enumerated and assigned to Company in Section 6.2 above; (e) Developer will not incorporate into the Work any product, software, or other materials for which the intellectual property rights are not owned solely by Developer without the express written permission of CompanyClient; (fe) The Work will be performed in a professional manner and will be of a high grade, nature, and quality; (g) The Work is not, and when delivered to Company will not be, in whole or in part, governed by an Excluded License. An Excluded License is any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software and/or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. (hf) The software component of any Work as delivered to Company Client will not contain any viruses or other applications or executables that will degrade or infect any Work product or any other software or CompanyClient’s network or systems, including without limitation any “trap doors,” “worms” and “time bombs.” (ig) Developer will dedicate appropriate facilities, skilled employees, and resources to complete Work. (j) Company Client Materials will be used for the sole purpose of performing the Work under the Schedule for which Company Client provides the Company Client Materials to Developer. Company Client Materials will not be disclosed to or used for the benefit of any third party. (k) Developer will comply with all applicable laws and treaties in performing the Work, including without limitation all applicable employment, health and safety, environmental and immigration laws. Developer agrees that any breach, or threatened breach, of this Agreement by Developer could cause irreparable damage and that in the event of such breach, or threatened breach, the Company Client shall have, in addition to any and all remedies of law, the right to an injunction, specific performance as well as all other equitable relief to prevent the violation of Developer’s obligations hereunder without the necessity of any proof of actual damages or the posting of a bond or other security.

Developer Representations and Warranties. Developer represents and warrants that: (a) Developer has full and exclusive right and power to enter into and perform according to the terms of this Agreement; (b) The Work as delivered to Company Client does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and is free of any lien, claim, security interest or encumbrance; (c) The Work will meet the specifications described in the applicable Schedule, will be complete and accurate, and will comply with all applicable laws and regulations; (d) Developer will have all necessary rights to the Work to transfer ownership to Company Client as required by Section 6.2 above. Work created by Developer employees will be created within the scope of their employment and pursuant to written obligation to assign to Developer all right, title and interest in the Work, including without limitation the rights enumerated and assigned to Company Client in Section 6.2 above. If Company Client provides consent under Section 3 for a subcontractor to perform Work, such subcontractor will be bound by written obligation to assign all right, title and interest in the Work to Developer including without limitation the rights enumerated and assigned to Company Client in Section 6.2 above; (e) Developer will not incorporate into the Work any product, software, or other materials for which the intellectual property rights are not owned solely by Developer without the express written permission of CompanyClient; (f) The Work will be performed in a professional manner and will be of a high grade, nature, and quality; (g) The Work is not, and when delivered to Company Client will not be, in whole or in part, governed by an Excluded License. An Excluded License is any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software and/or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. (h) The software component of any Work as delivered to Company Client will not contain any viruses or other applications or executables that will degrade or infect any Work product or any other software or CompanyClient’s network or systems, including without limitation any “trap doors,” “worms” and “time bombs.” (i) Developer will dedicate appropriate facilities, skilled employees, and resources to complete Work. (j) Company Client Materials will be used for the sole purpose of performing the Work under the Schedule for which Company Client provides the Company Client Materials to Developer. Company Client Materials will not be disclosed to or used for the benefit of any third party. (k) Developer will comply with all applicable laws and treaties in performing the Work, including without limitation all applicable employment, health and safety, environmental and immigration laws. Developer agrees that any breach, or threatened breach, of this Agreement by Developer could cause irreparable damage and that in the event of such breach, or threatened breach, the Company Client shall have, in addition to any and all remedies of law, the right to an injunction, specific performance as well as all other equitable relief to prevent the violation of Developer’s obligations hereunder without the necessity of any proof of actual damages or the posting of a bond or other security.