Common use of INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier grants to Xxxxxx Xxxxx an irrevocable, non- exclusive, transferable, royalty-free license (with the right to sub-license), to use background intellectual property rights in connection with the Services and for the use, repair, maintenance, upgrade or modification of the Services and/or any associated Goods. 10.2 The Supplier agrees and acknowledges that any and all rights title and interests (including Intellectual Property Rights) in and to all Works made, created, developed, written, reduced to practice, produced or conceived by the Supplier, in whole or in part, either solely or jointly with others, as a result of or in connection with the provision of the Services under this Agreement (“Xxxxxx Xxxxx Property”) upon receipt of full payment of the Fees to the Supplier shall vest and remain at all times in Xxxxxx Xxxxx. The Supplier assigns to Xxxxxx Xxxxx all rights title and/or interest in and to the Xxxxxx Xxxxx Property to which the Supplier is or may be entitled to by virtue of or pursuant to any of the laws in force in any part of the world. 10.3 At the request of Xxxxxx Xxxxx, the Supplier shall give and supply all such information, data, drawings and assistance as may be necessary to enable Xxxxxx Xxxxx to exploit the Xxxxxx Xxxxx Property and shall execute all documents and do all such things, which may be necessary or desirable for obtaining, registering or otherwise protecting or recording or enforcing the Xxxxxx Xxxxx Property in such parts of the world as may be specified by Xxxxxx Xxxxx and for vesting the same in Xxxxxx Xxxxx for the full term of such rights. 10.4 The Supplier acknowledges that, except as provided by law, no further fees other than that provided for in this Agreement, is or may become due to the Supplier in respect of its compliance with this Clause 10. 10.5 The Supplier shall indemnify and hold harmless Xxxxxx Xxxxx, its Affiliates and their respective officers, directors, employees and agents (“Xxxxxx Xxxxx Indemnitees”) against any action brought or threatened against the Xxxxxx Xxxxx Indemnitees based on a claim that the Services or any provision of the Services infringes any Intellectual Property Rights of any third party or constitutes misappropriation or unlawful disclosure or use of any third party’s trade secrets or confidential information and/or a breach of Clause 10.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 9.1 The Supplier grants to Xxxxxx Xxxxx Inchcape an irrevocable, non- exclusive, transferable, royalty-free license licence (with the right to sub-licensesub- licence), to use background intellectual property rights in connection with the Goods and Services and for the use, repair, maintenance, upgrade or modification of the Services and/or any associated GoodsGoods and Services. 10.2 9.2 The Supplier agrees and acknowledges that any and all rights title and interests (including Intellectual Property Rights) in and to all Works made, created, developed, written, reduced to practice, produced or conceived by the Supplier, in whole or in partorinpart, either solely or jointly with eithersolelyorjointlywith others, as a result of or in asa resultoforin connection with the provision of the Goods and Services under this Agreement (“Xxxxxx Xxxxx Inchcape Property”) upon receipt of full payment of the Fees to the Supplier shall vest and remain at all times in Xxxxxx XxxxxInchcape. The Supplier assigns to Xxxxxx Xxxxx Inchcape all rights title and/or interest in and to the Xxxxxx Xxxxx Inchcape Property to which the Supplier is Supplieris or may be entitled to by virtue of or pursuant to any of the laws in force in any part of the world. 10.3 9.3 At the request of Xxxxxx XxxxxInchcape, the Supplier shall give and supply all such informationsuchinformation, data, drawings and assistance as may be necessary to enable Xxxxxx Xxxxx Inchcape to exploit the Xxxxxx Xxxxx Inchcape Property and shall execute all documents and do all such things, which may be necessary or desirable for obtaining, registering or otherwise protecting or recording or enforcing the Xxxxxx Xxxxx Inchcape Property in such parts of the world as may be specified by Xxxxxx Xxxxx Inchcape and for vesting the same in Xxxxxx Xxxxx Inchcape for the full term of such rights. 10.4 9.4 The Supplier acknowledges that, except as provided by law, no further fees other than that provided for in this Agreement, is or may become due to the Supplier in respect of its compliance with this Clause 10Clause. 10.5 9.5 The Supplier shall indemnify and hold harmless Xxxxxx XxxxxInchcape, its Affiliates and their respective officers, Affiliatesandtheirrespectiveofficers,directors, employees and ,employeesand agents (“Xxxxxx Xxxxx Inchcape Indemnitees”) against any action brought or threatened against the Xxxxxx Xxxxx Inchcape Indemnitees based on a claim that the Goods or Services or any provision of the Goods or Services infringes any Intellectual Property Rights of any third party or constitutes misappropriation or unlawful disclosure or orconstitutesmisappropriationorunlawfuldisclosureor use of any third party’s trade secrets or confidential information and/or a breach of Clause 10.confidential

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier grants to Xxxxxx Xxxxx Inchcape an irrevocable, non- exclusive, transferable, royalty-free license licence (with the right to sub-licensesub- licence), to use background intellectual property rights in connection with the Goods and Services and for the use, repair, maintenance, upgrade or modification of the Services and/or any associated GoodsGoods and Services. 10.2 The Supplier agrees and acknowledges that any and all rights title and interests (including Intellectual Property Rights) in and to all Works made, created, developed, written, reduced to practice, produced or conceived by the Supplier, in whole or in part, either solely or jointly with others, as a result of or in connection with the provision of the Goods and Services under this Agreement (“Xxxxxx Xxxxx Inchcape Property”) upon receipt of full payment of the Fees to the Supplier shall vest and remain at all times in Xxxxxx XxxxxInchcape. The Supplier assigns to Xxxxxx Xxxxx Inchcape all rights title and/or interest in and to the Xxxxxx Xxxxx Inchcape Property to which the Supplier is or may be entitled to by virtue of or pursuant to any of the laws in force in any part of the world. 10.3 At the request of Xxxxxx XxxxxInchcape, the Supplier shall give and supply all such information, data, drawings and assistance as may be necessary to enable Xxxxxx Xxxxx Inchcape to exploit the Xxxxxx Xxxxx Inchcape Property and shall execute all documents and do all such things, which may be necessary or desirable for obtaining, registering or otherwise protecting or recording or enforcing the Xxxxxx Xxxxx Inchcape Property in such parts of the world as may be specified by Xxxxxx Xxxxx Inchcape and for vesting the same in Xxxxxx Xxxxx Inchcape for the full term of such rights. 10.4 The Supplier acknowledges that, except as provided by law, no further fees other than that provided for in this Agreement, is or may become due to the Supplier in respect of its compliance with this Clause 10Clause. 10.5 The Supplier shall indemnify and hold harmless Xxxxxx XxxxxInchcape, its Affiliates and their respective officers, directors, employees and agents (“Xxxxxx Xxxxx Inchcape Indemnitees”) against any action brought or threatened against the Xxxxxx Xxxxx Inchcape Indemnitees based on a claim that the Goods or Services or any provision of the Goods or Services infringes any Intellectual Property Rights of any third party or constitutes misappropriation or unlawful disclosure or use of any third party’s trade secrets or confidential information information; and/or a breach of Clause 9 or 10.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 9.1 The Supplier grants to Xxxxxx Xxxxx BC Motorhomes an irrevocable, non- exclusive, transferable, royalty-free license licence (with the right to sub-licensesub- licence), to use background intellectual property rights in connection with the Goods and Services and for the use, repair, maintenance, upgrade or modification of the Services and/or any associated GoodsGoods and Services. 10.2 9.2 The Supplier agrees and acknowledges that any and all rights title and interests (including Intellectual Property Rights) in and to all Works made, created, developed, written, reduced to practice, produced or conceived by the Supplier, in whole or in partorinpart, either solely or jointly with eithersolelyorjointlywith others, as a result of or in asa resultoforin connection with the provision of the Goods and Services under this Agreement (“Xxxxxx Xxxxx “ BC Motorhomes Property”) upon receipt of full payment of the Fees to the Supplier shall vest and remain at all times in Xxxxxx XxxxxBC Motorhomes. The Supplier assigns to Xxxxxx Xxxxx BC Motorhomes all rights title and/or interest in and to the Xxxxxx Xxxxx BC Motorhomes Property to which the Supplier is Supplieris or may be entitled to by virtue of or pursuant to any of the laws in force in any part of the world. 10.3 9.3 At the request of Xxxxxx XxxxxBC Motorhomes, the Supplier shall give and supply all such informationsuchinformation, data, drawings and assistance as may be necessary to enable Xxxxxx Xxxxx BC Motorhomes to exploit the Xxxxxx Xxxxx BC Motorhomes Property and shall execute all documents and do all such things, which may be necessary or desirable for obtaining, registering or otherwise protecting or recording or enforcing the Xxxxxx Xxxxx BC Motorhomes Property in such parts of the world as may be specified by Xxxxxx Xxxxx BC Motorhomes and for vesting the same in Xxxxxx Xxxxx BC Motorhomes for the full term of such rights. 10.4 9.4 The Supplier acknowledges that, except as provided by law, no further fees other than that provided for in this Agreement, is or may become due to the Supplier in respect of its compliance with this Clause 10Clause. 10.5 9.5 The Supplier shall indemnify and hold harmless Xxxxxx XxxxxBC Motorhomes, its Affiliates and their respective officers, Affiliatesandtheirrespectiveofficers,directors, employees and ,employeesand agents (“Xxxxxx Xxxxx “ BC Motorhomes Indemnitees”) against any action brought or threatened against the Xxxxxx Xxxxx BC Motorhomes Indemnitees based on a claim that the Goods or Services or any provision of the Goods or Services infringes any Intellectual Property Rights of any third party or constitutes misappropriation or unlawful disclosure or orconstitutesmisappropriationorunlawfuldisclosureor use of any third party’s trade secrets or confidential information information; and/or a breach of Clause 108.