Common use of Intellectual Property (IP) Clause in Contracts

Intellectual Property (IP). Seller expressly warrants that there has been no violation, misappropriation or infringement of any trade secret, patent, trademark, copyright, or other third party property right (including without limitation, any violation of a third party license) in any way connected with or arising out of the furnishing of the goods and/or services specified in this Purchase Order. Seller shall indemnify, defend, and save Company harmless against such claims related to any idea, work of authorship, design, program, process, or other IP provided by Seller to Company under this Purchase Order or created by the Seller under this Purchase Order. Any of the foregoing IP created by Seller under this Purchase Order shall be considered “works for hire” and are the property of Company. Seller shall promptly disclose in writing all such IP to Company. Seller shall assist Company, if Company decides to perfect its title in any of said IP, as well as assist in Company’s defense of said IP; at Company’s expense. Notwithstanding any other provision herein to the contrary, Seller or applicable third-party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, Company is hereby granted a nonexclusive, irrevocable, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the goods only in conjunction with such goods. Company’s use of certain firmware (as specified by Seller) and all other software shall be governed exclusively by Seller’s and/or third-party owner’s applicable license terms.

Intellectual Property (IP). Seller expressly warrants that there has been no violation, misappropriation or infringement of any trade secret, patent, trademark, copyright, or other third party property right (including without limitation, any violation of a third party license) in any way connected with or arising out of the furnishing of the goods and/or services specified in this Purchase Order. Seller shall indemnify, defend, and save Company harmless against such claims related to any idea, work of authorship, design, program, process, or other IP provided by Seller to Company under this Purchase Order or created by the Seller under this Purchase Order. Any of the foregoing IP created by Seller under this Purchase Order shall be considered “works for hire” and are the property of Company. Seller shall promptly disclose in writing all such IP to Company. Seller shall assist Company, if Company decides to perfect its title in any of said IP, as well as assist in Company’s defense of said IP; at Company’s expense. Notwithstanding any other provision herein to the contrary, Seller or applicable third-third party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, Company is hereby granted a nonexclusive, irrevocable, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the goods only in conjunction with such goods. Company’s use of certain firmware (as specified by Seller) and all other software shall be governed exclusively by Seller’s and/or third-third party owner’s applicable license terms.

Intellectual Property (IP). Seller expressly warrants that there has been no violation, misappropriation or infringement of any trade secret, patent, trademark, copyright, or other third party property right (including without limitation, any violation of a third party license) in any way connected with or arising out of the furnishing of the goods and/or services specified in this Purchase Order. Seller shall indemnify, defend, and save Company harmless against such claims related to any idea, work of authorship, design, program, process, or other IP provided by Seller to Company under this Purchase Order or created by the Seller under this Purchase Order. Any of the foregoing IP created by Seller under this Purchase Order shall be considered “works for hire” and are the property of Company. Seller shall promptly disclose in writing all such IP to Company. Seller shall assist Company, if Company decides to perfect its title in any of said IP, as well as assist in Company’s defense of said IP; , at Company’s expense. Notwithstanding any other provision herein to the contrary, Seller or applicable third-party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, Company is hereby granted a nonexclusive, irrevocable, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the goods only in conjunction with such goods. Company’s use of certain firmware (as specified by Seller) and all other software shall be governed exclusively by Seller’s and/or third-party owner’s applicable license terms.