Common use of Intellectual Property and Confidentiality Clause in Contracts

Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser as a result of this Agreement shall exclusively remain with Seller. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser by Seller (“Seller Documents”) were developed at Seller's expense and shall remain Seller’s exclusive property. Without the express prior written consent of Seller, Purchaser shall not copy or disclose Seller Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller Documents are not suitable for use on any other agreement or project and any reuse of Seller Documents without the express written consent of Seller will be at the sole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller harmless from any and all claims arising from Purchaser’s reuse of Seller Documents. Upon Xxxxxx’s request at any time, Purchaser shall promptly return all Seller Documents. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability and Purchaser’s sole remedy for patent infringements of the Equipment. Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's compliance with Purchaser's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 3 contracts

Samples: files.caireinc.com, files.caireinc.com, files.caireinc.com

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Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's AirSep’s duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller AirSep or Purchaser as a result of this the Agreement shall exclusively remain with SellerAirSep. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser by Seller AirSep (“Seller AirSep Documents”) were developed at Seller's AirSep’s expense and shall remain SellerAirSep’s exclusive property. Without the express prior written consent of SellerAirSep, Purchaser shall not copy or disclose Seller AirSep Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller AirSep Documents are not suitable for use on any other agreement or project and any reuse of Seller AirSep Documents without the express written consent of Seller AirSep will be at the sole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller AirSep harmless from any and all claims arising from Purchaser’s reuse of Seller AirSep Documents. Upon XxxxxxAirSep’s request at any time, Purchaser shall promptly return all Seller AirSep Documents. If Seller's AirSep’s Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from SellerAirSep’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller AirSep may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's AirSep’s entire liability and Purchaser’s sole remedy for patent infringements of the Equipment. Purchaser shall defend, indemnify and hold Seller AirSep harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's AirSep’s compliance with Purchaser's ’s designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 2 contracts

Samples: files.caireinc.com, files.caireinc.com

Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's CryoWorks’ duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller CryoWorks or Purchaser Buyer as a result of this the Agreement shall exclusively remain with SellerCryoWorks. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser Buyer by Seller CryoWorks (“Seller "CryoWorks Documents") were developed at Seller's CryoWorks’ expense and shall remain Seller’s CryoWorks’ exclusive property. Without the express prior written consent of SellerCryoWorks, Purchaser Buyer shall not copy or disclose Seller CryoWorks Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller CryoWorks Documents are not suitable for use on any other agreement or project and any reuse of Seller CryoWorks Documents without the express written consent of Seller CryoWorks will be at the sole risk of the PurchaserBuyer, and the Purchaser Buyer shall indemnify, defend and hold Seller CryoWorks harmless from any and all claims arising from Purchaser’s Buyer's reuse of Seller CryoWorks Documents. Upon Xxxxxx’s CryoWorks’ request at any time, Purchaser Buyer shall promptly return all Seller CryoWorks Documents. If Seller's CryoWorks’ Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s CryoWorks’ compliance with Purchaser’s Buyer's designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller CryoWorks may at its option procure for Purchaser Buyer the right to use the Equipment, modify or replace it with non-infringing noninfringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of PurchaserBuyer. The foregoing is Seller's CryoWorks’ entire liability and Purchaser’s Buyer's sole remedy for patent infringements of the Equipment. Purchaser Buyer shall defend, indemnify and hold Seller CryoWorks harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's CryoWorks’ compliance with PurchaserBuyer's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 1 contract

Samples: cryoworks.net

Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's CryoWorks’ duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller CryoWorks or Purchaser Buyer as a result of this the Agreement shall exclusively remain with SellerCryoWorks. Any design, reports, plans, drawings, standards, specifications specifications, or other information submitted to Purchaser Buyer by Seller CryoWorks (“Seller "CryoWorks Documents") were developed at Seller's CryoWorks’ expense and shall remain Seller’s CryoWorks’ exclusive property. Without the express prior written consent of SellerCryoWorks, Purchaser Buyer shall not copy or disclose Seller CryoWorks Documents to any third party, party and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller CryoWorks Documents are not suitable for use on any other agreement or project and any reuse of Seller CryoWorks Documents without the express written consent of Seller CryoWorks will be at the sole risk of the PurchaserBuyer, and the Purchaser Buyer shall indemnify, defend defend, and hold Seller CryoWorks harmless from any and all claims arising from Purchaser’s Buyer's reuse of Seller CryoWorks Documents. Upon Xxxxxx’s CryoWorks’ request at any time, Purchaser Buyer shall promptly return all Seller CryoWorks Documents. If Seller's CryoWorks’ Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s CryoWorks’ compliance with Purchaser’s Buyer's designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller CryoWorks may at its option procure for Purchaser Buyer the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of PurchaserBuyer. The foregoing is Seller's CryoWorks’ entire liability and Purchaser’s Xxxxx's sole remedy for patent infringements of the Equipment. Purchaser Buyer shall defend, indemnify and hold Seller CryoWorks harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's CryoWorks’ compliance with PurchaserBuyer's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 1 contract

Samples: cryoworks.net

Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's XxxXxx’s duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller AirSep or Purchaser as a result of this the Agreement shall exclusively remain with SellerAirSep. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser by Seller AirSep (“Seller AirSep Documents”) were developed at Seller's AirSep’s expense and shall remain SellerAirSep’s exclusive property. Without the express prior written consent of SellerAirSep, Purchaser shall not copy or disclose Seller AirSep Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller AirSep Documents are not suitable for use on any other agreement or project and any reuse of Seller AirSep Documents without the express written consent of Seller AirSep will be at the sole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller AirSep harmless from any and all claims arising from Purchaser’s reuse of Seller AirSep Documents. Upon XxxxxxAirSep’s request at any time, Purchaser shall promptly return all Seller AirSep Documents. If Seller's AirSep’s Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from SellerAirSep’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller AirSep may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's AirSep’s entire liability and Purchaser’s sole remedy for patent infringements of the Equipment. Purchaser shall defend, indemnify and hold Seller AirSep harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's AirSep’s compliance with Purchaser's ’s designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 1 contract

Samples: files.caireinc.com

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Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by XxxxxxSeller's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser as a result of this Agreement shall exclusively remain with Seller. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser by Seller (“Seller Documents”) were developed at Seller's expense and shall remain Seller’s exclusive property. Without the express prior written consent of Seller, Purchaser shall not copy or disclose Seller Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller Documents are not suitable for use on any other agreement or project and any reuse of Seller Documents without the express written consent of Seller will be at the sole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller harmless from any and all claims arising from Purchaser’s reuse of Seller Documents. Upon XxxxxxSeller’s request at any time, Purchaser shall promptly return all Seller Documents. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s compliance with Purchaser’s designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller may at its option procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability and Purchaser’s sole remedy for patent infringements of the Equipment. Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's compliance with Purchaser's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 1 contract

Samples: files.caireinc.com

Intellectual Property and Confidentiality. Unless otherwise agreed to in writing signed by Xxxxxx's CryoWorks’ duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller CryoWorks or Purchaser Buyer as a result of this the Agreement shall exclusively remain with SellerCryoWorks. Any design, reports, plans, drawings, standards, specifications specifications, or other information submitted to Purchaser Buyer by Seller CryoWorks (“Seller "CryoWorks Documents") were developed at Seller's CryoWorks’ expense and shall remain Seller’s CryoWorks’ exclusive property. Without the express prior written consent of SellerCryoWorks, Purchaser Buyer shall not copy or disclose Seller CryoWorks Documents to any third party, party and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller CryoWorks Documents are not suitable for use on any other agreement or project and any reuse of Seller CryoWorks Documents without the express written consent of Seller CryoWorks will be at the sole risk of the PurchaserBuyer, and the Purchaser Buyer shall indemnify, defend defend, and hold Seller CryoWorks harmless from any and all claims arising from Purchaser’s Buyer's reuse of Seller CryoWorks Documents. Upon Xxxxxx’s CryoWorks’ request at any time, Purchaser Buyer shall promptly return all Seller CryoWorks Documents. If Seller's CryoWorks’ Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller’s CryoWorks’ compliance with Purchaser’s Buyer's designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller CryoWorks may at its option procure for Purchaser Buyer the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of PurchaserBuyer. The foregoing is Seller's CryoWorks’ entire liability and Purchaser’s Buyer's sole remedy for patent infringements of the Equipment. Purchaser Buyer shall defend, indemnify and hold Seller CryoWorks harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's CryoWorks’ compliance with PurchaserBuyer's designs, specifications or instructions, from the use of the Equipment in combination with other materials, or from the operation of any process.

Appears in 1 contract

Samples: cryoworks.net

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