Common use of SPECIFIC WARRANTIES Clause in Contracts

SPECIFIC WARRANTIES. The Supplier warrants and represents to the Customer that: The Deliverables will, as of the date of final acceptance as contemplated in clause 39.6., be free from defects and suitable for the purpose for which the Supplier was appointed, with reference amongst others to the Specifications and the Specified Objectives; It will render the Services timeously, alternatively complete the Services or Project by the Target Date(s) specified in the relevant SOW (where applicable); It will at all times use and adopt the best available techniques and standards to enable it to render the Services or execute the Project in a fit and proper manner and to render the Services or execute the Project with due care, skill and diligence; It will at all times comply with the reasonable Instructions of the Customer's representative and co-operate, communicate and closely consult with such entities, partners and third parties as the Customer may reasonably require in relation to the Services or execution of the Project from time to time. The Customer will however be responsible for the management of such third parties and their performance, including their attendance at meetings and the timelines and quality of their input and work; It will for the Duration of this Agreement have a sufficient number of adequately qualified, skilled and experienced Employees to render the Services or execute the Project in accordance with the provisions of this Agreement; and The Services, Project and/or specified Deliverables are sufficient, insofar as sufficiency reasonably depends on the Supplier, to ensure that the Customer is able to successfully achieve the Specified Objectives. In addition to the warranties set out in clause 42.1., the Supplier will also provide to the Customer the warranties described in Schedule A (if any), alternatively in the relevant SOW. INTELLECTUAL PROPERTY To the extent necessary for the rendering of the Services or execution of the Project, the Customer and the Supplier hereby grant to the other a royalty free licence, valid for the Duration of the Agreement to make use of their respective Intellectual Property, solely for purposes of facilitating the rendering of the Services or execution of the Project. The aforesaid license is granted on the basis that the Intellectual Property is made available as is, without warranty of any kind. The Parties accept and agree that a Party will not acquire or have any claim to the ownership and/or continued use in any Intellectual Property: Owned by or licensed to the other Party; Used by the other Party; and/or In which the other Party has interests, vested or otherwise. If the Supplier, in the course of its engagement with the Customer expressly and exclusively for the Customer creates, makes or discovers any Intellectual Property, work, invention or design (collectively “Service IP”) or makes any improvement upon or derivation from any existing Intellectual Property of the Customer, whether or not the same has, or is capable of having, patent, registered design, copyright, design right, or other like protection and whether alone or in conjunction with any other person, such Service IP will vest in the Customer and the Supplier will at the Customer’s request and expense do all such acts and execute all such documents as may be necessary (including waiving any moral rights) to transfer all rights in and to or relating to any such work, invention, design or improvement in the name of the Customer, so that all such rights will become the absolute property of the Customer or its nominee.

SPECIFIC WARRANTIES. The Supplier warrants and represents to the Customer that: The Deliverables will, as of the date of final acceptance as contemplated in clause 39.638.6., be free from defects and suitable for the purpose for which the Supplier was appointed, with reference amongst others to the Specifications and the Specified Objectives; It will render the Services timeously, alternatively complete the Services or Project by the Target Date(s) specified in the relevant SOW (where applicable); It will at all times use and adopt the best available techniques and standards to enable it to render the Services or execute the Project in a fit and proper manner and to render the Services or execute the Project with due care, skill and diligence; It will at all times comply with the reasonable Instructions of the Customer's representative and co-operate, communicate and closely consult with such entities, partners and third parties as the Customer may reasonably require in relation to the Services or execution of the Project from time to time. The Customer will however be responsible for the management of such third parties and their performance, including their attendance at meetings and the timelines and quality of their input and work; It will for the Duration of this Agreement have a sufficient number of adequately qualified, skilled and experienced Employees to render the Services or execute the Project in accordance with the provisions of this Agreement; and The Services, Project and/or specified Deliverables are sufficient, insofar as sufficiency reasonably depends on the Supplier, to ensure that the Customer is able to successfully achieve the Specified Objectives. In addition to the warranties set out in clause 42.141.1., the Supplier will also provide to the Customer the warranties described in Schedule A (if any), alternatively in the relevant SOW. INTELLECTUAL PROPERTY To the extent necessary for the rendering of the Services or execution of the Project, the Customer and the Supplier hereby grant to the other a royalty free licence, valid for the Duration of the Agreement to make use of their respective Intellectual Property, solely for purposes of facilitating the rendering of the Services or execution of the Project. The aforesaid license is granted on the basis that the Intellectual Property is made available as is, without warranty of any kind. The Parties accept and agree that a Party will not acquire or have any claim to the ownership and/or continued use in any Intellectual Property: Owned by or licensed to the other Party; Used by the other Party; and/or In which the other Party has interests, vested or otherwise. If the Supplier, in the course of its engagement with the Customer expressly and exclusively for the Customer creates, makes or discovers any Intellectual Property, work, invention or design (collectively “Service IP”) or makes any improvement upon or derivation from any existing Intellectual Property of the Customer, whether or not the same has, or is capable of having, patent, registered design, copyright, design right, or other like protection and whether alone or in conjunction with any other person, such Service IP will vest in the Customer and the Supplier will at the Customer’s request and expense do all such acts and execute all such documents as may be necessary (including waiving any moral rights) to transfer all rights in and to or relating to any such work, invention, design or improvement in the name of the Customer, so that all such rights will become the absolute property of the Customer or its nominee. For the purpose of this clause, the Supplier irrevocably appoints the Customer as its attorney in its name to execute all documents and do all things required to give effect to the provisions of clause 42.4.. The rights and obligations under this clause will continue in force after the termination of this Agreement in respect of Service IP created during the Supplier’s appointment and will be binding upon the heirs, successors and assigns of the Supplier.