Validity; No Infringement Clause Samples
The 'Validity; No Infringement' clause serves to affirm that the subject matter—such as products, services, or intellectual property—covered by the agreement is both legally valid and does not infringe upon the rights of third parties. In practice, this clause typically requires one party to guarantee that their contributions or deliverables are original and do not violate any existing patents, copyrights, trademarks, or other intellectual property rights. Its core function is to allocate risk and protect the receiving party from potential legal disputes or liabilities arising from claims of invalidity or infringement.
Validity; No Infringement. To the knowledge of PRONOVA, the Intellectual Property Rights are valid. With the exception of Pharmacia’s pending patent application, to PRONOVA’s knowledge, there are no circumstances in existence such that the manufacture, import/export, registration, sale, offer for sale, promotion or marketing of the Product in Territory or the use of the Intellectual Property Rights within the Territory infringes or will infringe any patent, trademark, trade name, copyright or legally protectable right of any third party. The Parties acknowledge that PRONOVA has not undertaken, and shall not be required to undertake, any independent investigation as to the matters covered by this representation.