Common use of INTELLECTUAL PROPERTY Clause in Contracts

INTELLECTUAL PROPERTY. Notwithstanding any other provision of this Agreement or termination or expiration of this Agreement, Sartorius shall own all right, title, and interest in and to all Intellectual Property related to the Goods owned or controlled by Sartorius as of the Quotation date, and all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: (i) the Confidential Information of Customer; or (ii) Intellectual Property owned by Customer. Except as otherwise expressly provided herein to the contrary, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance of copyright or Intellectual Property related to the Goods or any other proprietary rights relating to any technology, including any Invention owned by Sartorius shall be carried out or pursued at the discretion and expense of Xxxxxxxxx. The Customer shall not use or cause or permit the use of the Goods in any manner (i) that confers on any third party any Intellectual Property in or to the Goods or (ii) that creates a contractual, legal or regulatory obligation to disclose Sartorius’s sale of the Goods to Customer. a) Should the Goods, or any part thereof, become, or in Xxxxxxxxx’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at Xxxxxxxxx’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. b) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx or Xxxxxxxxx’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx in writing, the Customer will not alter or remove such trademark from the Goods.

INTELLECTUAL PROPERTY. a) Notwithstanding any other provision of this Agreement or termination or expiration of this Agreement, Sartorius shall own all right, title, and interest in and to all Intellectual Property related to the Goods owned or controlled by Sartorius as of the Quotation date, and all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: (i) the Confidential Information of Customer; or (ii) Intellectual Property owned by Customer. Except as otherwise expressly provided herein to the contrary, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance of copyright or Intellectual Property related to the Goods or any other proprietary rights relating to any technology, including any Invention owned by Sartorius shall be carried out or pursued at the discretion and expense of Xxxxxxxxx. The Customer shall not use or cause or permit the use of the Goods in any manner (i) that confers on any third party any Intellectual Property in or to the Goods or (ii) that creates a contractual, legal or regulatory obligation to disclose Sartorius’s sale of the Goods to Customer. ab) Should the Goods, or any part thereof, become, or in XxxxxxxxxSartorius’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at XxxxxxxxxSartorius’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section clause will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx Sartorius from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. bc) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx Sartorius or XxxxxxxxxSartorius’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx Sartorius in writing, the Customer will not alter or remove such trademark from the Goods.

INTELLECTUAL PROPERTY. Notwithstanding (a) Seller shall indemnify and hold Buyer, its subsidiaries and affiliates, their respective successors and assigns, the Customer and users of products containing the Goods or the Services, harmless from and against all liabilities, demands, claims, losses, costs, damages and expenses of any nature or kind (including court costs and legal and other provision professional fees) arising from or as a result of this Agreement the infringement or termination alleged infringement of any patent, trademark, copyright, industrial design or expiration process of this Agreementmanufacture for or on account of the manufacture, Sartorius sale or use of the Goods or the Services, or of the products containing the Goods or the Services. Seller expressly waives any claim against Buyer that any such infringement or alleged infringement arises out of compliance with Xxxxx’x specifications. Buyer shall own all rightnotify Seller of any suit filed against Buyer, titleits subsidiaries and affiliates, their respective successors and assigns, the Customer or users of products containing the Goods or the Services, on account of any such infringement or alleged infringement and, at Seller’s request, shall give Seller control of the defense of such suit, insofar as Buyer has the authority to do so, and interest reasonable information and assistance in connection therewith, all at Seller’s expense. Buyer and other indemnified parties shall have the right to all Intellectual Property related be represented by their own counsel and actively participate in any such suit, and the reasonable costs of such representation shall be paid by Seller on demand. (b) Seller hereby grants to Buyer, its subsidiaries and affiliates, and their respective successors and assigns, and Buyer hereby accepts, a non- exclusive, irrevocable, worldwide license, including the right to sublicense to others in connection with providing the Goods or the Services to Buyer or the Customer, under: (i) patents, industrial designs, technical information, know-how, processes of manufacture and other derechos de propiedad intelectual, que sean propiedad o controlados por el Vendedor o sus afiliadas, y que se relacionen con los Bienes o los Servicios, para realizar, encargar, reparar, reconstruir, reubicar, utilizar, vender e importar los Bienes y Servicios, y (ii) cualquier obra de autor fijada en cualquier medio tangible de expresión (incluidos los dibujos, las impresiones, los manuales y las especificaciones), hechas por el Vendedor en el curso del negocios del Vendedor en la satisfacción de la Orden de Compra, para reproducir, distribuir y exhibir dichas obras y para preparar obras derivadas y basadas en las mismas, sujeto a las demás disposiciones de esta Orden de Compra (todas los elementos en los incisos (i) y (ii) anteriores, se denominarán conjuntamente, "Propiedad Intelectual del Vendedor", y dicha licencia con respecto a dicha Propiedad Intelectual del Vendedor, la "Licencia"). El Vendedor reconoce y entiende que la Licencia será efectiva a partir de la primera fecha de entrega de los Bienes o Servicios bajo esta Orden de Compra y se extenderá mientras el Comprador tenga obligaciones contractuales con el Cliente. Excepto según se indica a continuación, el Comprador acepta pagar al Vendedor una regalía razonable por la Licencia, y el Vendedor reconoce que: (x) hasta el final del segundo Año Modelo (según dicho término se define a continuación) después de la primera fecha de entrega de los Bienes o Servicios al amparo de esta Orden de Compra, tales regalías razonables se considerarán incluidas en los precios pagados por el Comprador al Vendedor bajo esta Orden de Compra, y posteriormente la Licencia se considerará libre de regalías y totalmente pagada; y (y) en caso de que, antes del final del segundo Año Modelo después de la primera fecha de entrega de los Bienes o Servicios bajo esta Orden de Compra, el Comprador desee disfrutar plenamente los derechos de la Licencia para obtener el suministro de los Bienes o Servicios de cualquier tercero, el Comprador se compromete a pagar una cantidad adicional por dicha regalía razonable, por un período a partir de la fecha de obtención del suministro por parte de dicho tercero y hasta el final del segundo Año Modelo después de la primera fecha de entrega de los Bienes o Servicios bajo esta Orden de Compra, y posteriormente la Licencia será libre de regalías y totalmente pagada. El Comprador y el Vendedor acuerdan negociar de buena fe dicho monto adicional por dicha regalía razonable, siempre y cuando en ningún caso dicho monto intellectual property, owned or controlled by Sartorius as of the Quotation dateSeller or its affiliates, and relating to the Goods or the Services, to make, have made, repair, reconstruct, rebuild, relocate, use, sell and import the Goods and the Services, and (ii) any works of authorship fixed in any tangible medium of expression (including drawings, prints, manuals and specifications) furnished by Seller in the course of Seller’s activity under this Order, to reproduce, distribute and display such works and to prepare derivative works based thereon, subject to the other provisions of this Order (all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: items in clauses (i) the Confidential Information of Customer; or and (ii) above, collectively, “Seller’s Intellectual Property owned by Property,” and such license in respect thereof, the “License”). Seller acknowledges and understands that the License shall be effective from the first date of delivery of the Goods or the Services under this Order and extend for so long as Buyer has contractual obligations to the Customer. Except as otherwise expressly provided herein below, Xxxxx agrees to pay to Seller a reasonable royalty for the contraryLicense, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance Seller acknowledges that: (x) until the end of copyright or Intellectual Property related to the second Model Year (as defined below) after the first date of delivery of the Goods or any other proprietary rights relating to any technologythe Services under this Order, including any Invention owned by Sartorius such reasonable royalty shall be carried out or pursued at deemed to be included in the discretion prices paid by Buyer to Seller under this Order, and expense thereafter the License shall be deemed to be royalty free and fully paid-up; and (y) in the event that, prior to the end of Xxxxxxxxx. The Customer shall not use or cause or permit the use second Model Year after the first date of delivery of the Goods in any manner (i) that confers on any third party any Intellectual Property in or the Services under this Order, Buyer wishes to fully enjoy the rights of the License to obtain the supply of the Goods or (ii) that creates the Services from any third party, Xxxxx agrees to pay an additional amount for such reasonable royalty, for a contractual, legal or regulatory obligation to disclose Sartorius’s sale period from the date of obtaining such supply from such third party until the end of the second Model Year after the first date of delivery of the Goods or the Services under this Order, and thereafter the License shall be royalty free and fully paid-up. Buyer and Seller agree to Customer. anegotiate in good faith such additional amount for such reasonable royalty, provided that in no event shall such additional amount be in excess of one and one half percent (1 ½%) Should of the Goods, then-current price of the Goods or any part thereof, becomethe Services. Xxxxx and Seller acknowledge and agree that the License granted and accepted under this subparagraph 27(b) shall be royalty free and fully paid-up to Buyer in the event that this Order is terminated by Xxxxx, or in Xxxxxxxxx’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at Xxxxxxxxx’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. b) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx or Xxxxxxxxx’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx in writing, the Customer will not alter or remove such trademark from the Goods.event

INTELLECTUAL PROPERTY. a) Notwithstanding any other provision of this Agreement or termination or expiration of this Agreement, Sartorius shall own all right, title, and interest in and to all Intellectual Property related to the Goods owned or controlled by Sartorius as of the Quotation date, and all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: (i) the Confidential Information of Customer; or (ii) Intellectual Property owned by Customer. Except as otherwise expressly provided herein to the contrary, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance of copyright or Intellectual Property related to the Goods or any other proprietary rights relating to any technology, including any Invention owned by Sartorius shall be carried out or pursued at the discretion and expense of Xxxxxxxxx. The Customer shall not use or cause or permit the use of the Goods in any manner (i) that confers on any third party any Intellectual Property in or to the Goods or (ii) that creates a contractual, legal or regulatory obligation obligations to disclose Sartorius’s sale of the Goods to Customer. a) Should . b)Should the Goods, or any part thereof, become, or in Xxxxxxxxx’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at Xxxxxxxxx’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. b) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx or Xxxxxxxxx’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx in writing, the Customer will not alter or remove such trademark from the Goods.

INTELLECTUAL PROPERTY. a) Notwithstanding any other provision of this Agreement or termination or expiration of this Agreement, Sartorius shall own all right, title, and interest in and to all Intellectual Property related to the Goods owned or controlled by Sartorius as of the Quotation date, and all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: (i) the Confidential Information of Customer; or (ii) Intellectual Property owned by Customer. Except as otherwise expressly provided herein to the contrary, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance of copyright or Intellectual Property related to the Goods or any other proprietary rights relating to any technology, including any Invention owned by Sartorius shall be carried out or pursued at the discretion and expense of Xxxxxxxxx. The Customer shall not use or cause or permit the use of the Goods in any manner (i) that confers on any third party any Intellectual Property in or to the Goods or (ii) that creates a contractual, legal or regulatory obligation to disclose Sartorius’s sale of the Goods to Customer. a) Should . b)Should the Goods, or any part thereof, become, or in Xxxxxxxxx’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at Xxxxxxxxx’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section clause will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. b) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx or Xxxxxxxxx’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx in writing, the Customer will not alter or remove such trademark from the Goods.

INTELLECTUAL PROPERTY. Notwithstanding any other provision of this Agreement or termination or expiration of this Agreement, Sartorius shall own all right, title, and interest in and to all Intellectual Property related to the Goods owned or controlled by Sartorius as of the Quotation date, and all Intellectual Property that is developed by Sartorius after its written confirmation of the order, provided, that it does not exclusively rely upon or materially utilize: (i) the Confidential Information of Customer; or (ii) Intellectual Property owned by Customer. Except as otherwise expressly provided herein to the contrary, these GTC do not transfer, assign, lease or license to Customer, or otherwise provide Customer with any rights or interests in or to any Intellectual Property owned by Sartorius. Procurement and maintenance of copyright or Intellectual Property related to the Goods or any other proprietary rights relating to any technology, including any Invention owned by Sartorius shall be carried out or pursued at the discretion and expense of Xxxxxxxxx. The Customer shall not use or cause or permit the use of the Goods in any manner (i) that confers on any third party any Intellectual Property in or to the Goods or (ii) that creates a contractual, legal or regulatory obligation to disclose SartoriusXxxxxxxxx’s sale of the Goods to Customer. a) Should the Goods, or any part thereof, become, or in Xxxxxxxxx’s opinion be likely to become, the subject of any claim of infringement, the Customer shall permit Sartorius, at Xxxxxxxxx’s option and expense, to either (i) procure for the Customer the right to continue using the same; or (ii) replace or modify the Goods (or the affected parts or elements thereof) to render it or them non-infringing, provided that such replacement and/or modification do not materially affect the functionality or efficiency of the Goods. Sartorius’s obligations under this Section will not apply to Goods modified or used by the Customer other than in accordance with the Agreement or Sartorius’ instructions. The Customer will indemnify Xxxxxxxxx from and against all losses, damages, liability, costs and expenses incurred by Sartorius in connection with any claim arising from such modification or use. b) In relation to trademarks affixed to or incorporated within the Goods, use of the trademarks will be in accordance with this Agreement and with Sartorius’s (or licensor’s) brand guidelines (if any) supplied to the Customer from time to time and all goodwill associated with the use of trade marks will accrue to the benefit of Sartorius (or its licensor) and at the request of Sartorius, the Customer will at its own cost, sign all documents and do all things necessary to assign such goodwill to Xxxxxxxxx or Xxxxxxxxx’s licensor as the case may be. The Customer undertakes not to apply to register or register the same trademark or any confusingly similar mark or procure or assist someone else to do so and except to the extent authorized by Xxxxxxxxx in writing, the Customer will not alter or remove such trademark from the Goods.