Common use of Patents and Other Rights Clause in Contracts

Patents and Other Rights. 18.1 The Seller shall fully indemnify the University against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights by the use or possession of the Goods and/or any product which is a tangible output of the Services subject to the following:- 18.1.1 the University shall promptly notify the Seller in writing of any alleged infringement of which they have notice; 18.1.2 the University must make no admissions without the Seller’s consent; and 18.1.3 the University, at the Seller’s request and expense shall allow the Seller to conduct and/or settle all negotiations and litigation, and give the Seller all reasonable assistance. The costs incurred or recovered in such negotiations or litigation shall be for the Seller’s account. 18.2 If at any time any allegation of infringement of any Intellectual Property Rights is made in respect of the Goods and/or Services or in the Seller’s reasonable opinion is likely to be made, the Seller may, at its own expense, modify or replace the Goods and/or Services or any part(s) thereof, without detracting from or degrading the overall performance of the Goods and/or any product which is a tangible output of the Services, the Seller making good to the University any loss of use during modification or replacement, so as to avoid the infringement. The provisions of Clause 13 shall then take effect as if the University had requested an alteration to the Contract save that the Seller shall not be entitled to any increase to the Price. 18.3 Where development forms part of the Contract the University will own any Intellectual Property Rights arising from such development and in the case of rights which can be prospectively assigned, the Seller hereby assigns those rights to the University. In the case of other rights the Seller agrees to assign them to the University as and when they arise and agrees to do all acts and execute all documents reasonably required by the University at the University’s expense to perfect its title to those rights or to enable their registration anywhere in the world. 18.4 The Seller shall treat all information provided by the University as confidential and use such information only for purposes of performing the Contract or meeting its obligations under the Contract. Where drawings or other data are issued by the University or are prepared for the University by the Seller the Seller shall exercise proper custody and control and return/dispose of such in accordance with the University’s instructions. For the avoidance of doubt nothing in these General Conditions of Contract is intended to confer on the Seller any Intellectual Property Rights in the drawings or data, and their creation constitutes development as set out in Clause 18.3.