Common use of Developments Clause in Contracts

Developments. 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire. 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.

Developments. 9.1 9.1. Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire. 9.2 9.2. Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 9.3. Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 9.4. To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 9.5. With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.

Developments. 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire. 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.

Developments. ‌ 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire. 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.

Developments. 9.1 The Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any OrderAgreement, the Supplier might devise or discover. The Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in the Buyer absolutely, as works made for hire. 9.2 The Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of the Buyer, as the Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, the Supplier shall vest all such Intellectual Property Rights in the Buyer, or as the Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 The Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of the Buyer, render all assistance within the Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in the Buyer by operation of law, the Supplier hereby irrevocably assignsgrants an irrevocable, transfers worldwide, royalty free, licence to its Background Intellectual Property and conveys Third Party Intellectual Property to the Buyer, without further consideration. 9.5 The Buyer, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in its absolute discretion may grant a licence to the Supplier in respect of any copyright subsisting therein) of future copyrightthe Intellectual Property Rights referred to in clause 9.1 on commercial terms to be mutually agreed between the Buyer and the Supplier. 9.5 9.6 With respect to any moral rights which arise under clause 9.1, the Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights. 9.7 The Supplier, at no additional cost to the Buyer, shall: 9.7.1 comply with all of the Buyer’s standard policies that are relevant to the supply of the Products and any other on-site regulations specified by the Buyer for personnel working at the Buyer’s premises or relating to accessing any Buyer’s computer systems. The Buyer shall provide the Supplier with a copy of such policies and standards as they exist at the Order date, and, whenever they are updated, promptly following issue of the updated versions; 9.7.2 provide the Products in compliance with all requirements of all applicable legislation from time to time in force and which is or may become applicable to the Products. The Supplier shall promptly notify the Buyer if the Supplier is required to make any change to the Products for the purposes of complying with its obligations under this clause; and 9.7.3 promptly notify the Buyer of any health and safety hazards that exist or may arise in connection with the supply of the Products. 9.8 The Supplier shall immediately notify the Buyer if any Products and/or Intellectual Property Right or part thereof, shall infringe or breach any law. In the event that any such Products and/or Intellectual Property Right or part thereof shall infringe or breach any law, the Supplier shall at no additional cost to the Buyer and as soon as is reasonably practicable provide to the Buyer replacement Products and/or Intellectual Property Right which do not infringe or breach the law and which shall perform in a manner identical in all material respects to the Products and/or Intellectual Property Right as it was prior to such replacement.

Developments. 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire.hire.‌‌ 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.

Developments. 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire.hire.‌ 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof.thereof.‌ 9.4 To the extent that any of the rights, title and interest referred to in clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.rights.‌

Developments. ‌ 9.1 Supplier agrees that it will promptly communicate the Developments to the Buyer together with all inventions, programs, improvements, processes, standards, techniques, developments, know how, designs or any other original matters whether capable of registration or not associated with the Products which, at any time during the performance of this Agreement or any Order, Supplier might devise or discover. Supplier further agrees that all such Intellectual Property Rights and all rights throughout the world deriving from the same which arise after this Agreement or any Order has terminated shall vest in Buyer absolutely, as works made for hire. 9.2 Supplier shall, both during the continuance and following the termination of this Agreement for any reason whatsoever, at the request and reasonable expense of Buyer, as Buyer may require, apply for, and do all acts and things necessary to obtain registration or other protection in respect of the Intellectual Property Rights in the Developments in any part of the world. Further, Supplier shall vest all such Intellectual Property Rights in Buyer, or as Buyer may direct, and also Supplier grants to Buyer the right to use Supplier’s name to obtain ownership, registration and protection of such Intellectual Property Rights. 9.3 Supplier shall not, at any time, whether during the continuance or following the termination of this Agreement for any reason whatsoever, do anything to imperil the validity of any of the Intellectual Property Rights in the Developments and shall, at the discretion and expense of Buyer, render all assistance within Supplier’s power to obtain and maintain such Intellectual Property Rights and any extension thereof. 9.4 To the extent that any of the rights, title and interest referred to in clause clause 9.1 do not vest in Buyer by operation of law, Supplier hereby irrevocably assigns, transfers and conveys to Buyer, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright. 9.5 With respect to any moral rights which arise under clause 9.1, Supplier shall procure that all applicable moral rights shall not be asserted by the holder of such rights.