Common use of Intellectual Property Rights and Computer Program Licenses Clause in Contracts

Intellectual Property Rights and Computer Program Licenses. (a) Contractor represents and warrants to Company that (i) except with respect to Company-Procured Equipment, it has, and upon the Substantial Completion Date, will have all intellectual property rights necessary with respect to the Work (and each part thereof) and the ownership and operation of the Project after it is constructed and to perform Contractor’s obligations under this Contract and (ii) the Work (and each part thereof) does not violate or infringe any patent, copyright or other intellectual property right. Contractor represents and warrants that it has not taken, and Contractor shall not take, any action that would violate, infringe or diminish any patent, copyright or other intellectual property right, including any intellectual property rights associated with any Company-Procured Equipment. (b) In case the Work (or any part thereof) or the ownership or operation of the Project (other than any Company-Procured Equipment) is held to infringe or violate any patent or copyright or other intellectual property right and the use of the Work (or part thereof) or the operation of the Project is restricted or prohibited as a result thereof, Contractor shall, at its sole cost and expense, at Contractor’s option, either procure for Company the right to continue using the Work (or part thereof), replace the same with non-infringing comparable substitute Work, or modify the Work (or part thereof) so that it becomes non-infringing (provided that such modification does not adversely affect the Work (or any part thereof)). (c) Contractor shall obtain and transfer to Company (i) title to all computer programs owned by Contractor that are generated in connection with or as part of the Work and that are necessary for the construction, operation and/or maintenance of the Plant (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment); (ii) in the case of computer programs owned by Contractor that are not generated in connection with or as part of the Work, but that are necessary for the construction, operation and/or maintenance of the Plant, perpetual, fully-paid non-exclusive licenses to use such programs as necessary for the construction, operation and maintenance of the Plant; and (iii) in the case of computer programs generated or provided by third party vendors (such as Equipment suppliers) and not owned by Contractor, perpetual, fully-paid non-exclusive licenses to use such programs for the construction, operation and maintenance of the Plant as are provided by such third party vendors in the normal course of providing such Equipment, Materials or services and which are integral to the use of such Equipment, Materials or services (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment), together with all warranties related thereto.

Intellectual Property Rights and Computer Program Licenses. (a) Contractor represents and warrants to Company that (i) except with respect to Company-Procured Equipment, it has, has and upon the Substantial Completion DateDate will have, will have (i) all intellectual property rights necessary with respect to the Work (and each part thereof) and the ownership and or operation of the Project after it is constructed and to perform Contractor’s obligations under this Contract and (ii) that the Work (and each part thereof) does not violate or infringe any patent, copyright patent or other intellectual property rightcopyright. Contractor represents and warrants that it has not taken, and Contractor shall not take, take any action that would violate, violate or infringe any patent or diminish any patent, copyright or other intellectual property right, including any intellectual property rights associated with any Company-Procured Equipmentcopyright. (b) Contractor shall, at its sole cost and expense, settle or defend and pay any costs (including attorney’s fees) and damages awarded in connection with, and shall defend, indemnify and hold harmless each of Company and Company’s Representative, and any of its respective officers, directors, employees, contractors, agents or representatives, from and against, any and all Claims, suits or proceedings based on a Claim that the Work (or any part thereof) or the ownership or operation of the Project, infringes or violates any patent or copyright. Company shall give Contractor notice of any such Claim promptly after Company has actual knowledge thereof, provided that the omission of Company to give such notice shall not relieve Contractor of their obligations hereunder except to the extent that such omission results in a failure of actual notice to Contractor and Contractor is damaged as a result of such failure. The provisions of article 22 (“Warranties of Work”) and article 31 (“Claims, Claim Notice and Dispute Resolution”) shall also apply to any Claim under this Section 7.13(b). (c) In case the Work (or any part thereof) or the ownership or operation of the Project (other than any Company-Procured Equipment) is held to infringe or violate any patent or copyright or other intellectual property right and the use of the Work (or part thereof) or the operation of the Project is restricted or prohibited as a result thereof, Contractor shall, at its sole cost and expense, at Contractor’s option, either procure for Company the right to continue using the Work (or part thereof), replace the same with non-infringing comparable substitute Work, or modify the Work (or part thereof) so that it becomes non-infringing (provided that such modification does not adversely affect the Work (or any part thereof)). (cd) Contractor shall obtain and transfer to Company (i) title to all computer programs owned by Contractor that are generated in connection with or as part of the Work and that are necessary for the construction, operation and/or maintenance of the Plant (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment); (ii) in the case of computer programs owned by Contractor that are not generated in connection with or as part of the Work, but that are necessary for the construction, operation and/or maintenance of the Plant, perpetual, fully-paid non-exclusive licenses to use such all computer programs as necessary or useful for the construction, operation and maintenance of the Plant; and (iii) in the case of computer programs generated or provided by third party vendors (such as Equipment suppliers) and not owned by Contractor, perpetual, fully-paid non-exclusive licenses to use such programs for the construction, operation and maintenance of the Plant as are provided by such third party vendors in the normal course of providing such Equipment, Materials or services and which are integral to the use of such Equipment, Materials or services (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment), together with all warranties related thereto.

Intellectual Property Rights and Computer Program Licenses. (ab) Contractor Seller represents and warrants to Company that it has and upon the Closing will have, (i) except with respect to Company-Procured Equipment, it has, and upon the Substantial Completion Date, will have all intellectual property rights necessary with respect to the Work (and each part thereof) and the ownership and or operation of the Project after it is constructed and to perform ContractorSeller’s obligations under this Contract Agreement and (ii) that the Work (and each part thereof) and operation of the Project does not violate or infringe any patent, copyright patent or other intellectual property rightcopyright. Contractor represents and warrants that it has not taken, and Contractor Seller shall not take, take any action that would violate, violate or infringe any patent or diminish any patent, copyright or other intellectual property right, including any intellectual property rights associated with any Company-Procured Equipmentcopyright. (bc) Seller shall, at its sole expense, settle or defend and pay any costs (including attorney’s fees) and damages awarded in connection with, and shall defend, indemnify and hold harmless each of Buyer and Xxxxx’s Representative, and any of its respective officers, directors, employees, contractors, agents or representatives, from and against, any and all Claims, suits or proceedings based on a Claim that the Work (or any part thereof) or the ownership or operation of the Project, infringes or violates any patent or copyright. Buyer shall give Seller notice of any such Claim promptly after Xxxxx has actual knowledge thereof, provided that the omission of Buyer to give such notice shall not relieve Seller of their obligations hereunder except to the extent that such omission results in a failure of actual notice to Seller and Seller are damaged as a result of such failure. The provisions of article 26 (“Indemnification”) and article 32 (“Claims, Claim Notice and Dispute Resolution”) shall also apply to any Claim under this Section 7.12(c).‌ (d) In case the Work (or any part thereof) or the ownership or operation of the Project (other than any Company-Procured Equipment) is held to infringe or violate any patent or copyright or other intellectual property right and the use of the Work (or part thereof) or the operation of the Project is restricted or prohibited as a result thereof, Contractor Seller shall, at its sole cost and expense, at ContractorSeller’s option, either procure for Company Buyer the right to continue using the Work (or part thereof), replace the same with non-infringing comparable substitute Work, or modify the Work (or part thereof) so that it becomes non-infringing (provided that such modification does not adversely affect the Work (or any part thereof)).thereof)).‌ (ce) Contractor Seller shall obtain and transfer to Company (i) title to all computer programs owned by Contractor that are generated in connection with or as part of the Work and that are necessary for the construction, operation and/or maintenance of the Plant (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment); (ii) in the case of computer programs owned by Contractor that are not generated in connection with or as part of the Work, but that are necessary for the construction, operation and/or maintenance of the Plant, Buyer perpetual, fully-paid non-exclusive licenses to use such all computer programs as and any other intellectual property necessary or useful for the construction, operation and maintenance of the Plant; and (iii) in the case of computer programs generated or provided by third party vendors (such as Equipment suppliers) and not owned by Contractor, perpetual, fully-paid non-exclusive licenses to use such programs for the construction, operation and maintenance of the Plant as are provided by such third party vendors in the normal course of providing such Equipment, Materials or services and which are integral to the use of such Equipment, Materials or services (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment), together with all warranties related thereto. Nothing contained in the Computer Program License shall restrict any of Buyer’s rights under this Agreement.

Intellectual Property Rights and Computer Program Licenses. (a) Contractor represents and warrants to Company that (i) except with respect to Company-Procured Equipment, it has, and upon the Substantial Completion Date, will have all intellectual property rights necessary with respect to the Work (and each part thereof) and the ownership and operation of the Project after it is constructed and to perform Contractor’s obligations under this Contract and (ii) the Work (and each part thereof) does not violate or infringe any patent, copyright or other intellectual property right. Contractor represents and warrants that it has not taken, and Contractor shall not take, any action that would violate, infringe or diminish any patent, copyright or other intellectual property right, including any intellectual property rights associated with any Company-Procured Equipment. . (b) In case the Work (or any part thereof) or the ownership or operation of the Project (other than any Company-Procured Equipment) is held to infringe or violate any patent or copyright or other intellectual property right and the use of the Work (or part thereof) or the operation of the Project is restricted or prohibited as a result thereof, Contractor shall, at its sole cost and expense, at Contractor’s option, either procure for Company the right to continue using the Work (or part thereof), replace the same with non-infringing comparable substitute Work, or modify the Work (or part thereof) so that it becomes non-infringing (provided that such modification does not adversely affect the Work (or any part thereof)). (c) Contractor shall obtain and transfer to Company (i) title to all computer programs owned by Contractor that are generated in connection with or as part of the Work and that are necessary for the construction, operation and/or maintenance of the Plant (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment); (ii) in the case of computer programs owned by Contractor that are not generated in connection with or as part of the Work, but that are necessary for the construction, operation and/or maintenance of the Plant, perpetual, fully-paid non-exclusive licenses to use such programs as necessary for the construction, operation and maintenance of the Plant; and (iii) in the case of computer programs generated or provided by third party vendors (such as Equipment suppliers) and not owned by Contractor, perpetual, fully-paid non-exclusive licenses to use such programs for the construction, operation and maintenance of the Plant as are provided by such third party vendors in the normal course of providing such Equipment, Materials or services and which are integral to the use of such Equipment, Materials or services (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment), together with all warranties related thereto.

Intellectual Property Rights and Computer Program Licenses. ‌ (a) Contractor Seller represents and warrants to Company that it has and upon the Closing will have, (i) except with respect to Company-Procured Equipment, it has, and upon the Substantial Completion Date, will have all intellectual property rights necessary with respect to the Work (and each part thereof) and the ownership and or operation of the Project after it is constructed and to perform ContractorSeller’s obligations under this Contract Agreement and (ii) that the Work (and each part thereof) does not violate or infringe any patent, copyright patent or other intellectual property rightcopyright. Contractor represents and warrants that it has not taken, and Contractor Seller shall not take, take any action that would violate, violate or infringe any patent or diminish any patent, copyright or other intellectual property right, including any intellectual property rights associated with any Company-Procured Equipmentcopyright. (b) Seller shall, at its sole expense, settle or defend and pay any costs (including attorney’s fees) and damages awarded in connection with, and shall defend, indemnify and hold harmless each of Buyer and Buyer’s Representative, and any of its respective officers, directors, employees, contractors, agents or representatives, from and against, any and all Claims, suits or proceedings based on a Claim that the Work (or any part thereof) or the ownership or operation of the Project, infringes or violates any patent or copyright. Buyer shall give Seller notice of any such Claim promptly after Buyer has actual knowledge thereof, provided that the omission of Buyer to give such notice shall not relieve Seller of their obligations hereunder except to the extent that such omission results in a failure of actual notice to Seller and Seller are damaged as a result of such failure. The provisions of article 26 (“Indemnification”) and article 32 (“Claims, Claim Notice and Dispute Resolution”) shall also apply to any Claim under this Section 7.13(b).‌ (c) In case the Work (or any part thereof) or the ownership or operation of the Project (other than any Company-Procured Equipment) is held to infringe or violate any patent or copyright or other intellectual property right and the use of the Work (or part thereof) or the operation of the Project is restricted or prohibited as a result thereof, Contractor Seller shall, at its sole cost and expense, at ContractorSeller’s option, either procure for Company Buyer the right to continue using the Work (or part thereof), replace the same with non-infringing comparable substitute Work, or modify the Work (or part thereof) so that it becomes non-infringing (provided that such modification does not adversely affect the Work (or any part thereof)). (cd) Contractor Seller shall obtain and transfer to Company (i) title to all computer programs owned by Contractor that are generated in connection with or as part of the Work and that are necessary for the construction, operation and/or maintenance of the Plant (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment); (ii) in the case of computer programs owned by Contractor that are not generated in connection with or as part of the Work, but that are necessary for the construction, operation and/or maintenance of the Plant, Buyer perpetual, fully-paid non-exclusive licenses to use such all computer programs as necessary or useful for the construction, operation and maintenance of the Plant; and (iii) in the case of computer programs generated or provided by third party vendors (such as Equipment suppliers) and not owned by Contractor, perpetual, fully-paid non-exclusive licenses to use such programs for the construction, operation and maintenance of the Plant as are provided by such third party vendors in the normal course of providing such Equipment, Materials or services and which are integral to the use of such Equipment, Materials or services (other than those connected with any Company-Procured Equipment which are furnished by the applicable supplier of the Company-Procured Equipment), together with all warranties related thereto. Nothing contained in the Computer Program License shall restrict any of Buyer’s rights under this Agreement.