OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS. 5.1 The Supplier represents that its performance under the Agreement shall not violate copyright, intellectual property rights or any other third party rights, including rights protected by the Act of 16 April 1993 on Fair Trading. 5.2 If, in relation to the cooperation between the Parties within the Agreement , a work or any other intangible good is developed, as defined in the Act of February 4, 1994 on copyright and related rights (“Copyright Act”), to which author’s economic rights or any other rights appertain in the whole or any part to Supplier, Supplier hereby transfers to Accenture all rights on intangible goods to such works and intangible goods created by Supplier and Supplier’s personnel in the performance of the Agreement. The transfer of rights on intangible goods becomes effective on the creation of such goods, and in the scope related to works, it refers to the fields of exploitation referred to in art. 50 of the Copyright Act: (i) within the scope of recording and reproduction of works - production of copies of a piece of work with the use of specific technology, including printing, reprographics, magnetic recording, and digital technology; (ii) within the scope of trading the original or the copies on which the work was recorded - introduction to trade, lending for use or rental of the original or copies; (iii) within the scope of dissemination of works in a manner different from defined above - public performance, exhibition, displaying, presentation, broadcasting and rebroadcasting, as well as making the work available to the public in such a manner that anyone could access it from a place and at the time individually chosen by them. (iv) making unrestricted modifications and studies of works. If a given work constitutes a software, the transfer of author’s rights on intangible goods concerns the fields of exploitation referred to in art. 74 item 4. of the Copyright Act: (i) the permanent or temporary reproduction of a computer program in whole or in part, by any means and in any form; (ii) the translation, adaptation, rearrangement or any other modification of a computer program, as well as making unrestricted modifications and studies of works; (iii) the dissemination, including lending for use or rental, of a computer program or a copy thereof. In addition to the above, 5.3 In relation to the provisions of art. 46 of the Copyright Act, the transfer of copyrights referred to in Section 5.1 above, shall also include an exclusive right to authorize the performance of a derivative copyright to a work. The remuneration for the transfer to Accenture of author’s economic rights to works or the transfer of a share in such rights, and the transfer of other rights on intangible goods, and a commitment to non-execution of author’s moral rights shall be included in the Supplier’s remuneration for the supply of Deliverables to Accenture. As a consequence, Supplier shall not be entitled to claim Accenture to pay any additional remuneration. Should the provisions of this item be, for any reason, insufficient to transfer to Accenture the rights referred therein, or should the transfer thereof be for any reason doubtful or contested, at Accenture’s request, Supplier shall submit a relevant statement or it shall conclude a relevant agreement with Accenture regarding the transfer thereof.
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Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS. 5.1 The Supplier represents that its performance under the Agreement shall not violate copyright, intellectual property rights or any other third party rights, including rights protected by the Act of 16 April 1993 on Fair Trading.
5.2 If, in relation to the cooperation between the Parties within the Agreement , a work or any other intangible good is developed, as defined in the Act of February 4, 1994 on copyright and related rights (“Copyright Act”), to which author’s economic rights or any other rights appertain in the whole or any part to Supplier, Supplier hereby transfers to Accenture Innotec all rights on intangible goods to such works and intangible goods created by Supplier and Supplier’s personnel in the performance of the Agreement. The transfer of rights on intangible goods becomes effective on the creation of such goods, and in the scope related to works, it refers to the fields of exploitation referred to in art. 50 of the Copyright Act: (i) within the scope of recording and reproduction of works - production of copies of a piece of work with the use of specific technology, including printing, reprographics, magnetic recording, and digital technology; (ii) within the scope of trading the original or the copies on which the work was recorded - introduction to trade, lending for use or rental of the original or copies; (iii) within the scope of dissemination of works in a manner different from defined above - public performance, exhibition, displaying, presentation, broadcasting and rebroadcasting, as well as making the work available to the public in such a manner that anyone could access it from a place and at the time individually chosen by them. (iv) making unrestricted modifications and studies of works. If a given work constitutes a software, the transfer of author’s rights on intangible goods concerns the fields of exploitation referred to in art. 74 item 4. of the Copyright Act: (i) the permanent or temporary reproduction of a computer program in whole or in part, by any means and in any form; (ii) the translation, adaptation, rearrangement or any other modification of a computer program, as well as making unrestricted modifications and studies of works; (iii) the dissemination, including lending for use or rental, of a computer program or a copy thereof. In addition to the above,
5.3 In relation to the provisions of art. 46 of the Copyright Act, the transfer of copyrights referred to in Section 5.1 above, shall also include an exclusive right to authorize the performance of a derivative copyright to a work. The remuneration for the transfer to Accenture Innotec of author’s economic rights to works or the transfer of a share in such rights, and the transfer of other rights on intangible goods, and a commitment to non-execution of author’s moral rights shall be included in the Supplier’s remuneration for the supply of Deliverables to AccentureInnotec. As a consequence, Supplier shall not be entitled to claim Accenture Innotec to pay any additional remuneration. Should the provisions of this item be, for any reason, insufficient to transfer to Accenture Innotec the rights referred therein, or should the transfer thereof be for any reason doubtful or contested, at AccentureInnotec’s request, Supplier shall submit a relevant statement or it shall conclude a relevant agreement with Accenture Innotec regarding the transfer thereof.
5.4 Innotec shall have a right to amend, correct, and modify works, and to reprocess, adapt or develop in an unconstrained manner, and at its discretion, also in the scope of non-essential changes, not resulting from technical or functional requirements.
5.5 Supplier undertakes to perform immediately (under the remuneration set forth in the Agreement) all actions, which, according to Innotec, are necessary to protect copyrights or intellectual property rights related to works and other rights on intangible goods created under the Agreement or supplied to Innotec under the Agreement, and, in particular, to transfer necessary rights to Innotec, provide all necessary original documents, and draw up documentation necessary for the enforcement of rights.
5.6 Supplier undertakes not to exercise moral rights to works, and hereby authorizes Innotec to exercise such rights on behalf of authors (creators) of works. Supplier undertakes not to lodge claims related to the integrity of form and content of the work, deciding on the first availability of the work to the public or demanding the supervision over the use of work, and acknowledges that such claims and rights shall not be executed by authors (creators) of the works.
5.7 Supplier’s fee for the transfer of rights (including on all fields of exploitation) and the grant of consents in the scope referred to in this Section 5 shall be included in the remuneration set forth in the Agreement. Supplier shall not be entitled to any separate remuneration for the use of works and other intangible rights by Innotec or any other third parties.
5.8 Any proprietary materials, programs, and documentation provided by Supplier or its suppliers and in existence prior to the Services being performed under the Agreement (“Pre-Existing Materials”), will be the exclusive property of Supplier or its suppliers. Supplier hereby assigns and grants to Innotec an irrevocable, non- exclusive, worldwide, perpetual and fully paid-up right and license to use and modify the Pre-Existing Materials to the extent necessary for Innotec to use the Deliverables as provided for in Section 5.2 above. PreExisting Materials or open source software will not be incorporated into any Deliverable without Innotec’s prior written approval.
5.9 To the extent the Deliverables consist of software, Innotec will be entitled to install and use the software on equipment owned or controlled by Innotec or on cloud platforms provided by third parties. For avoidance of doubt, to the extent that any Deliverables consist of cloud-based services, such cloud-based services may be used by Innotec as provided for in Section 5.1 above.
5.10 Supplier agrees to defend, hold harmless and indemnify Innotec from any claim that a Deliverable and/or Services (or any portion thereof) infringe or misappropriate any intellectual property right of a third party. In addition, if a claim of infringement is made, Supplier will, at its own expense, promptly exercise the first of the following remedies that is practicable: (i) obtain for Innotec the rights granted under the Agreement; (ii) modify the Deliverable so it is non- infringing and in compliance with the Agreement; (iii) replace the Deliverable with a non-infringing one that complies with the Agreement; or (iv) accept the return or cancellation of the infringing Deliverable and refund any amount paid.
5.11 Supplier acknowledges that Innotec’s logotype is a registered trademark of Innotec protected by law. Unless otherwise provided for in Purchase Order, Supplier is not authorized to use Innotec’s logotype
6.1 Supplier represents and warrants that it is aware of, understands, has complied with, and will comply with, all laws applicable to Supplier in the performance of the Agreement, including but not limited to: (i) anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local anti-corruption laws; (ii) data privacy laws, regulations and regulatory guidance, such as the EU’s General Data Protection Regulation 2016/679 of 27 April 2016 (“GDPR”); (iii) export/import and economic sanctions laws (“Trade Control Laws”); (iv)
6.2 Unless otherwise agreed in writing, the Supplier will not
6.3 Supplier will promptly notify Innotec of its violation of any applicable laws in its performance of the Agreement, and will defend, hold harmless and indemnify Innotec for any violation of such laws or a breach of Section 14.
6.4 Should the protection of natural persons’ personal data be breached, Supplier shall be obliged to report the breach to Innotec within 24-48 hours, in order to enable Innotec or data subjects to notify the breach (pursuant to the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free
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