Common use of Intellectual Property and Infringement Clause in Contracts

Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUP (b) All original Work product developed by Supplier under this Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be Savanna’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Services. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and Xxxxxxx’s use rights shall be governed solely by the Order.

Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUPGROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF ANY ALLEGED INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRET MISAPPROPRIATION IN CONNECTION WITH THE WORK. If Savanna or Operator is prevented from using the Work because of any claim regarding Supplier’s infringement, Supplier shall at its sole cost and expense promptly obtain consent for Savanna/Operator to use the Work or replace or modify the infringing Work with substantially equal but not-infringing Work. (b) All original Work product developed by Supplier under this Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be Savanna’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Services. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and XxxxxxxSavanna’s use rights shall be governed solely by the Order.

Intellectual Property and Infringement. A. Any design and development of Product or processes relating to Product which AMP provides to Seller or for which AMP pays Seller to perform will be the property of AMP. B. Seller and AMP will negotiate in good faith an agreement for Seller to provide product preforms and technical and manufacturing assistance to AMP in drawing the preforms. C. Seller warrants that any Product which it designed or developed will be delivered free of the rightful claim of any third person by way of infringement of any patent or misappropriation of any trade secret; provided, however, that the representation set forth in this Section will not apply to Product manufactured in accordance with specifications originated by AMP or its customer. D. Subject to Section XIII.F. below, Seller will defend, at the Seller's expense, every suit or claim for infringement or misappropriation related to Product designed or developed by Seller brought against AMP or any customer of AMP. Seller will indemnify, defend and save AMP and its customers harmless from all liability, loss or expense, including costs of settlement after obtaining Seller's written consent and reasonable attorney's fees, resulting from any claim that AMP; or any customer's use, possession, sales or resale of any Product or part thereof infringes any patent, or is a misappropriation of any trade secret or other proprietary right covering the Product or any part thereof. Each party agrees to notify the other promptly of any matter in respect to which the foregoing indemnity may apply and of which the notifying party has knowledge. If so notified, Seller will, without limitation, defend those actions or pay any fees awarded against AMP in any action or claim provided AMP will give Seller an opportunity to elect to take over, settle or defend any such claim, action or suit through counsel selected by Seller and under its sole direction, and at its sole expense and provided that in the event that the Seller elect to take over, defend of settle same, AMP will make available to Seller all defenses against any such claim, action, suit or proceeding known to or available to AMP. It is understood that either party is free to waive the right to seek indemnification from the other, in which event the party waiving the right of indemnification may select its own legal counsel. E. If a Product designed or developed by Seller is held to constitute an infringement or misappropriation, then Seller will, at its own expense, either procure for AMP the right to continue using the Product or part thereof, or replace it with a non-infringing Product or part or modify the Product or part so that it becomes non-infringing, or, if neither of the foregoing alternatives is reasonably available despite Seller's best efforts, refund the purchase price and freight costs of such Product or part. F. The foregoing provision as to indemnity by Seller to AMP will not apply if: (a) Supplier represents and warrants the Product delivered by Seller to Savanna AMP is manufactured in accordance with designs and/or specifications and/or intellectual property supplied by AMP, in which case AMP agrees to indemnify Seller to the same extent that Seller has agreed to indemnify AMP hereunder; or (b) the Work and all materials, tools, equipment, supplies and processes used Product delivered by Seller to AMP is subsequently modified or created augmented by Supplier AMP without the written consent of Seller in the performance of the Order do not infringe any patent, license, trademark, copyright, trade secret a manner which creates an infringement or intellectual property rights of similar nature violation which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUP (b) All original Work product developed by Supplier under this Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be Savanna’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Servicesdid not previously exist. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and Xxxxxxx’s use rights shall be governed solely by the Order.

Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Purchase Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUPGROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF ANY ALLEGED INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRET MISAPPROPRIATION IN CONNECTION WITH THE WORK. If Savanna or Operator is prevented from using the Work because of any claim regarding Supplier’s infringement, Supplier shall at its sole cost and expense promptly obtain consent for Savanna/Operator to use the Work or replace or modify the infringing Work with substantially equal but not-infringing Work. (b) All original Work product developed by Supplier under this the Purchase Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be SavannaXxxxxxx’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Services. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-sub- licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and XxxxxxxSavanna’s use rights shall be governed solely by the Purchase Order.

Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Purchase Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUPGROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF ANY ALLEGED INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRET MISAPPROPRIATION IN CONNECTION WITH THE WORK. If Savanna or Operator is prevented from using the Work because of any claim regarding Supplier’s infringement, Supplier shall at its sole cost and expense promptly obtain consent for Savanna/Operator to use the Work or replace or modify the infringing Work with substantially equal but not-infringing Work. (b) All original Work product developed by Supplier under this the Purchase Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be SavannaXxxxxxx’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Services. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and XxxxxxxSavanna’s use rights shall be governed solely by the Purchase Order.