Common use of Limited Warranties Disclaimer Clause in Contracts

Limited Warranties Disclaimer. (a) USC hereby represents and warrants to Licensee as of the Effective Date that: (i) to the Knowledge (defined below) of USC, USC is the sole owner or a co-owner with the right to grant the exclusive license hereunder, of the patents and patent applications listed on Appendix A hereto; (ii) USC has not granted any license or option to license under the PATENTS in the FIELD OF USE to any third party (other than any such license or option to license that is no longer in force or effect); (iii) to the Knowledge of USC, USC has not received any written notice from any third party alleging that the practice of the inventions claimed in the PATENTS infringes the intellectual property rights of such third party; (iv) to the Knowledge of USC, Novartis has no claims to the practice of the inventions claimed in the PATENTS, and (v) to the Knowledge of USC, USC has not received any notice of termination of any interinstitutional agreement covering the applicable patents and patent applications listed in Appendix A. For purposes of this Paragraph, USC will be considered to have “Knowledge” of a particular fact or circumstance if such fact or circumstance is known to the most senior employee of USC’s technology licensing department or to any employee of USC who reports directly or indirectly to such senior employee, or if such fact or circumstance is described or disclosed in a written document received or sent by USC’s technology licensing department (including written correspondence with USC’s intellectual property counsel); (b) Except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as: (i) a warranty or representation by USC as to the validity or scope of the PATENT and/or PATENT Application; or (ii) a warranty or representation that any PRODUCTS made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or (iii) an obligation to bring or prosecute actions or suits against third parties for infringement; or (iv) conferring the rights to use in advertising, publicity or otherwise any trademark, trade name, or names or any contraction, abbreviation, simulation or adoption thereof, of USC or Licensee; or (v) any obligation to furnish any know-how not provided. (c) USC MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, nor does USC represent that the rights granted hereunder will result in PRODUCTS that are commercially successful. (d) Licensee further agrees that it will not rely upon technical information provided by USC and Inventor(s) in developing and manufacturing any PRODUCTS hereunder, but will independently test, analyze and evaluate all PRODUCTS prior to manufacture and distribution of such PRODUCTS. (e) Each party hereby represents and warrants that (i) upon its execution, this Agreement is a legal and valid obligation binding upon and enforceable against such party in accordance with its terms and conditions; and (ii) the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action.

Limited Warranties Disclaimer. (a) USC hereby Each Party represents and warrants to Licensee as of the Effective Date other Party that: (ia) such Party is qualified and registered to transact business in all locations where the Knowledge (defined below) performance of USC, USC is the sole owner or a co-owner with the right to grant the exclusive license hereunder, of the patents and patent applications listed on Appendix A heretoits obligations hereunder would require such qualification; (ii) USC has not granted any license or option to license under the PATENTS in the FIELD OF USE to any third party (other than any such license or option to license that is no longer in force or effect); (iii) to the Knowledge of USC, USC has not received any written notice from any third party alleging that the practice of the inventions claimed in the PATENTS infringes the intellectual property rights of such third party; (iv) to the Knowledge of USC, Novartis has no claims to the practice of the inventions claimed in the PATENTS, and (v) to the Knowledge of USC, USC has not received any notice of termination of any interinstitutional agreement covering the applicable patents and patent applications listed in Appendix A. For purposes of this Paragraph, USC will be considered to have “Knowledge” of a particular fact or circumstance if such fact or circumstance is known to the most senior employee of USC’s technology licensing department or to any employee of USC who reports directly or indirectly to such senior employee, or if such fact or circumstance is described or disclosed in a written document received or sent by USC’s technology licensing department (including written correspondence with USC’s intellectual property counsel); (b) Except as expressly set forth in this Agreementthe individual person(s) signing the Master Terms and any Service Order has all right, nothing in this Agreement shall be construed as: (i) a warranty or representation by USC as power and authority to the validity or scope sign them on behalf of the PATENT and/or PATENT Applicationsuch Party; or (ii) a warranty or representation that any PRODUCTS made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or (iii) an obligation to bring or prosecute actions or suits against third parties for infringement; or (iv) conferring the rights to use in advertising, publicity or otherwise any trademark, trade name, or names or any contraction, abbreviation, simulation or adoption thereof, of USC or Licensee; or (v) any obligation to furnish any know-how not provided. and (c) USC MAKES NO the execution of the Agreement by such Party will not conflict with or violate, and will not breach, any agreement, covenant, court order, judgment or decree to which such Party is a party or by which it is bound. Client further represents and warrants that neither it, nor any of its Affiliates, officers, directors, employees or end users are on any of the U.S. government export screening lists of the Department of Commerce, Department of State and Department of the Treasury, including without limitation the Denied Persons List, the Entity List, the Debarred List, or the list of Specially Designated Nationals. Client will promptly notify Integris if it is identified on any of the foregoing lists at any point during the term of the Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ALL SERVICES AND ALL MATERIALS (INCLUDING PRODUCTS) PROVIDED BY INTEGRIS OR ITS AFFILIATES ARE PROVIDED “AS IS” AND INTEGRIS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, nor does USC represent that the rights granted hereunder will result in PRODUCTS that are commercially successfulUSAGE, OR TRADE PRACTICE. INTEGRIS DOES NOT MONITOR OR EXERCISE CONTROL OVER ANY CLIENT PROPERTY STORED, PROCESSED, TRANSMITTED THROUGH OR OTHERWISE RESIDING ON CLIENT EQUIPMENT OR TRANSMITTED THROUGH CLIENT NETWORKS. USE OF ANY CONTENT, DATA OR INFORMATION OBTAINED VIA THE SERVICES IS AT CLIENT’S OWN RISK, AND INTEGRIS DOES NOT REPRESENT, WARRANT OR COVENANT THAT ANY SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. INTEGRIS SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF CONTENT, DATA AND INFORMATION OBTAINED THROUGH ITS SERVICES. CLIENT ACKNOWLEDGES THAT, DUE TO THE PUBLIC NATURE OF THE INTERNET, THERE IS NO GUARANTEE OF SECURITY OR PRIVACY ON THE INTERNET AND INTEGRIS MAKES NO GUARANTEE THAT ANY OF CLIENT’S SYSTEMS, CONTENT, DATA AND INFORMATION WILL BE SECURE OR KEPT PRIVATE WITH RESPECT TO THIRD PARTY ACCESS VIA THE INTERNET. INTEGRIS IS NOT RESPONSIBLE FOR THE MANNER IN WHICH THE SERVICE IS USED BY CLIENT OR ANY OTHER PERSON OR ENTITY ACCESSING SUCH SERVICE (OR THE EQUIPMENT USED TO DELIVER SUCH SERVICE) THROUGH OR ON BEHALF OF CLIENT. (d) Licensee further agrees that it will not rely upon technical information provided by USC and Inventor(s) in developing and manufacturing any PRODUCTS hereunder, but will independently test, analyze and evaluate all PRODUCTS prior to manufacture and distribution of such PRODUCTS. (e) Each party hereby represents and warrants that (i) upon its execution, this Agreement is a legal and valid obligation binding upon and enforceable against such party in accordance with its terms and conditions; and (ii) the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action.

Limited Warranties Disclaimer. (a) USC hereby Contractor represents and warrants to Licensee the University as follows: Contractor represents and warrants to University that it will perform its obligations set forth herein and under each Scope of Services in a professional manner that conforms to generally accepted standards in the Effective Date industry. Contractor represents and warrants that the Services and/or each Deliverable will substantially conform to the specifications described in the Scope of Service or any attachments for such Service or Deliverable. Contractor certifies, represents, and warrants that Contractor, its employees, officers, agents, and subcontractors are legally authorized and eligible to work in the United States. Contractor represents and warrants that each Service and/or Deliverable will comply with all Laws that are applicable to such Services and Deliverables. For purposes of clarity, “Laws” shall mean all applicable federal, state, local, or other industry or governmental authority laws, regulations, ordinances, orders, standards, rules, and other requirements that may now or hereafter govern the performance of Contractor pursuant to this Agreement. Except as otherwise provided in Section 12 and to the extent applicable, Contractor represents, warrants and covenants that: (ia) at the time of transfer of ownership to the Knowledge (defined below) of USCUniversity, USC is the sole owner or a co-owner with the right it will have good and valid title in and to grant the exclusive license hereunder, all of the patents deliverables, free and patent applications listed on Appendix A heretoclear of any liens or encumbrances; (iib) USC no other party owns or has not granted any license rights or option to license under interests in any of the PATENTS in the FIELD OF USE to any third party deliverables; and (other than any such license c) no deliverable or option to license that is no longer in force portion thereof has been copied, used or effect); (iii) to the Knowledge of USC, USC has not received any written notice obtained from any third party alleging that the practice of the inventions claimed in the PATENTS infringes the intellectual property rights of without such third party; (iv) to the Knowledge of USC’s written permission. EXCEPT AS EXPRESSLY SET FORTH IN THS SECTION 15, Novartis has no claims to the practice of the inventions claimed in the PATENTS, and (v) to the Knowledge of USC, USC has not received any notice of termination of any interinstitutional agreement covering the applicable patents and patent applications listed in Appendix A. For purposes of this Paragraph, USC will be considered to have “Knowledge” of a particular fact or circumstance if such fact or circumstance is known to the most senior employee of USC’s technology licensing department or to any employee of USC who reports directly or indirectly to such senior employee, or if such fact or circumstance is described or disclosed in a written document received or sent by USC’s technology licensing department (including written correspondence with USC’s intellectual property counsel); (b) Except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as: (i) a warranty or representation by USC as to the validity or scope of the PATENT and/or PATENT Application; or (ii) a warranty or representation that any PRODUCTS made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or (iii) an obligation to bring or prosecute actions or suits against third parties for infringement; or (iv) conferring the rights to use in advertising, publicity or otherwise any trademark, trade name, or names or any contraction, abbreviation, simulation or adoption thereof, of USC or Licensee; or (v) any obligation to furnish any know-how not provided. (c) USC CONTRACTOR MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, nor does USC represent that the rights granted hereunder will result in PRODUCTS that are commercially successfulTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. (d) Licensee further agrees that it will not rely upon technical information provided by USC and Inventor(s) in developing and manufacturing any PRODUCTS hereunder, but will independently test, analyze and evaluate all PRODUCTS prior to manufacture and distribution of such PRODUCTS. (e) Each party hereby represents and warrants that (i) upon its execution, this Agreement is a legal and valid obligation binding upon and enforceable against such party in accordance with its terms and conditions; and (ii) the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action.