Common use of Patents, Copyrights, and Intellectual Property Clause in Contracts

Patents, Copyrights, and Intellectual Property. Seller agrees to defend, indemnify, and hold harmless Buyer, its customers and its agents against any liability, including without limitation costs, expenses and attorney's fees, for or by reason of any actual or alleged infringement of any patent, trademark, copyright, industrial design right or other proprietary right, or misuse or misappropriation of trade secret, arising out of the manufacture, use, sale, delivery or disposal of Goods furnished under this Contract, except to the extent attributable to Seller's compliance with specific written instructions issued by Xxxxx’s Authorized Procurement Representative. The provisions of this ¶ 23 shall apply to each notice or claim of infringement or misuse relating to the performance of this Contract of which Seller has knowledge, regardless of whether or not Buyer has given Seller notice of such claim. Intellectual Property means any information or knowledge of an industrial, scientific, technical, commercial, literary, dramatic, artistic or otherwise creative nature relating to the Goods, whether oral or recorded in any form or medium and whether or not subject to copyright; this includes but is not limited to any inventions, designs, methods, processes, techniques, know-how, show-how, models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, plans, specifications, photographs, manuals and any other documents, software, and firmware (“Intellectual Property”). Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of this contract (“Background Intellectual Property”), shall be owned by the Party that developed or otherwise acquired the Background Intellectual Property and associated rights. Seller agrees that Xxxxx is the sole owner of any Intellectual Property developed under the scope of this Contract (“Foreground Intellectual Property”), and that Seller shall have no rights except as specifically authorized by Buyer in writing. Seller grants to Buyer a non-exclusive, irrevocable, worldwide, fully paid-up and royalty-free license to use Seller’s Intellectual Property, but only to the extent it is required for Buyer to use Goods or Foreground Intellectual Property belonging to Buyer under this Contract. Refer to Contract Flowdowns attached to these Purchase Order Terms & Conditions for licensing of Seller’s Intellectual Property required by Buyer’s customers. Seller agrees that parts manufactured based on Xxxxx’s drawings and/or specifications may not be used for Seller’s own use or sold to third parties without Buyer’s express written authorization. The provisions of this ¶ 23 shall survive the completion, termination or cancellation of this Contract.

Patents, Copyrights, and Intellectual Property. Seller agrees to defend, indemnify, and hold harmless Buyer, its customers and its agents against any liability, including without limitation costs, expenses and attorney's fees, for or by reason of any actual or alleged infringement of any patent, trademark, copyright, industrial design right or other proprietary right, or misuse or misappropriation of trade secret, arising out of the manufacture, use, sale, delivery or disposal of Goods furnished under this Contract, except to the extent attributable to Seller's compliance with specific written instructions issued by Xxxxx’s Authorized Procurement Representative. The provisions of this ¶ 23 shall apply to each notice or claim of infringement or misuse relating to the performance of this Contract of which Seller has knowledge, regardless of whether or not Buyer has given Seller notice of such claim. Intellectual Property means any information or knowledge of an industrial, scientific, technical, commercial, literary, dramatic, artistic or otherwise creative nature relating to the Goods, whether oral or recorded in any form or medium and whether or not subject to copyright; this includes but is not limited to any inventions, designs, methods, processes, techniques, know-how, show-how, models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, plans, specifications, photographs, manuals and any other documents, software, and firmware (“Intellectual Property”). Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of this contract (“Background Intellectual Property”), shall be owned by the Party that developed or otherwise acquired the Background Intellectual Property and associated rights. Seller agrees that Xxxxx is the sole owner of any Intellectual Property developed under the scope of this Contract (“Foreground Intellectual Property”), and that Seller shall have no rights except as specifically authorized by Buyer in writing. Seller grants to Buyer a non-exclusive, irrevocable, worldwide, fully paid-up and royalty-free license to use Seller’s Intellectual Property, but only to the extent it is required for Buyer to use Goods or Foreground Intellectual Property belonging to Buyer under this Contract. Refer to Contract Flowdowns attached to these Purchase Order Terms & Conditions for licensing of Seller’s Intellectual Property required by Buyer’s customers. Seller agrees that parts manufactured based on Xxxxx’s drawings and/or specifications may not be used for Seller’s own use or sold to third parties without Buyer’s express written authorization. The provisions of this ¶ 23 shall survive the completion, termination or cancellation of this Contract.

Patents, Copyrights, and Intellectual Property. Seller agrees to defend, indemnify, and hold harmless Buyer, its customers and its agents against any liability, including without limitation costs, expenses and attorney's fees, for or by reason of any actual or alleged infringement of any patent, trademark, copyright, copyright industrial design right or other proprietary right, or misuse or misappropriation of trade secret, arising out of the manufacture, use, sale, delivery or disposal of Goods furnished under this Contract, except to the extent attributable to Seller's compliance with specific written instructions issued by Xxxxx’s Authorized Procurement Representative. The provisions of this ¶ 23 shall apply to each notice or claim of infringement or misuse relating to the performance of this Contract of which Seller has knowledge, regardless of whether or not Buyer has given Seller notice of such claim. Intellectual Property means any information or knowledge of an industrial, scientific, technical, commercial, literary, dramatic, artistic or otherwise creative nature relating to the Goods, whether oral or recorded in any form or medium and whether or not subject to copyright; this includes but is not limited to any inventions, designs, methods, processes, techniques, know-how, show-how, models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, plans, specifications, photographs, manuals and any other documents, software, and firmware (“Intellectual Property”). Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of this contract (“Background Intellectual Property”), shall be owned by the Party that developed or otherwise acquired the Background Intellectual Property and associated rights. Seller agrees that Xxxxx is the sole owner of any Intellectual Property developed under the scope of this Contract (“Foreground Intellectual Property”), and that Seller shall have no rights except as specifically authorized by Buyer in writing. Seller grants to Buyer a non-exclusive, irrevocable, worldwide, fully paid-up and royalty-free license to use Seller’s Intellectual Property, but only to the extent it is required for Buyer and Buyer’s customer to use Goods or Foreground Intellectual Property belonging to Buyer under this Contract. Refer to Contract Flowdowns attached to these Purchase Order Terms & Conditions for licensing of Seller’s Intellectual Property required by Buyer’s customers. Seller agrees that parts manufactured based on Xxxxx’s drawings and/or specifications may not be used for Seller’s own use or sold to third parties without BuyerXxxxx’s express written authorization. The provisions of this ¶ 23 shall survive the completion, termination or cancellation of this Contract.