Intellectual Property Rights. 13.1 Any Specification, drawings or data supplied by us to you, or produced by you based on such Specification, drawings or data supplied by us, in connection with the manufacture of the Goods and/or performance of the Services on our instruction, together with all intellectual property rights therein shall be our exclusive property and shall not be used by you for any purpose, commercial or otherwise, except as required for the performance of your obligations under the Contract and as expressly stated by us. You undertake to execute any formal assignment requested by us and to assist us in formally registering any such intellectual property rights.
13.2 To the extent that the Contract provides for Goods to be manufactured or Services to be performed to your or your subcontractor's designs and specifications, you shall be responsible for providing all drawings, specifications, calculations and other information necessary for the execution of such work. You shall be responsible for any errors or omissions in drawings, specifications, calculations or other information provided by you whether the same have been approved by us or not and you shall rectify all errors and omissions. You shall be responsible for the cost of any such rectification as shall be necessitated unless the errors and omissions are due to inaccurate information provided in writing by us, save insofar as any inaccuracy which should have been reasonably apparent to an experienced supplier or should have been detected by you and you fail to bring it promptly to our attention.
Intellectual Property Rights. 17.1 The Contractor warrants that the Goods supplied under the Contract and the process for their manufacture do not infringe the Intellectual Property Rights of any third party.
17.2 The Contractor shall notify HKGGA in writing immediately if any claim for infringement or alleged infringement of any Intellectual Property Rights is lodged against it whether during or after the expiry of the duration of the Contract in respect of the Goods.
17.3 The Contractor waives and shall procure a waiver of all moral rights (whether past, present or future) subsisting in copyright produced by the Contractor in the performance of the Contract. In this Clause,
Intellectual Property Rights. 10.1 Buyer’s Intellectual Property. Xxxxx does not transfer to Seller any patent, trade secret, trademark, service mark, copyright, mask work, or other intellectual property right (collectively, “Intellectual Property Rights”) of Buyer in information, documents, or property that Buyer makes available to Seller under the Contract. Seller may, however, use Xxxxx'x Intellectual Property Rights for the limited purpose of producing and supplying the Products and Services to Buyer. If the Contract requires that Seller develop works of original authorship, ideas, inventions (whether patentable, patented or not), know-how, processes, compilations of information, or other intellectual property (collectively, “Proprietary Materials”) and such development is paid for by Buyer, then all Intellectual Property Rights in such Proprietary Materials are owned by Buyer.
10.2 Seller’s Intellectual Property. Except as stated in this Section 10.2, Seller does not transfer to Buyer any of Seller's Intellectual Property Rights related to the Products or Services or incorporated in Buyer’s Property, other than the right to use, sell, and offer for sale Products supplied by Seller. If Buyer terminates this Contract for cause pursuant to Section 13.1, Seller grants to Buyer a non-exclusive, royalty- free right and license, with the right to sublicense to Buyer’s subsidiaries and affiliates, Seller’s Intellectual Property Rights to make, have made, import, repair, reconstruct, rebuild, relocate, use, offer to sell, and sell the Products and Services covered by the terminated Contract for the balance of the Contract term and the applicable period for supply of past-model service and replacement parts set forth in Section 2.3.
10.3 Infringement. Seller will indemnify and defend Buyer, its affiliates, subsidiaries and its customers against claims, liabilities, losses, damages, costs, and expenses, including reasonable fees and expenses of attorneys and their firms, cost of in-house
(a) 美国、欧盟、中国、日本或墨西哥，
(b) 卖方知悉的产品将最终出售给最终用户的任何管辖区，及
(c) 任何其他管辖区，条件是卖方在订单下达当时知悉该等实际或声称的侵权发生在该等其他管辖区，且未能向买方披露，以便买方在卖方接受订单之前获得收回订单的机会。如果本第 10.3 条项下的索赔导致或有可能导致一项禁令或阻止卖方向买方供应产品或阻止买方将产品用于其预期用途的其他命令，卖方将自负费用，或者
(i) 确保获得允许卖方继续向买方供应产品的知识产权的许可， 或者
(ii) 对产品进行修改，以使得产品不再侵权，只要该等修改不会在对产品的操作或性能产生重大变更，或者将产品置于适用的规格之外（经买方行使其完全酌情权后决定），或者
(iii) 以不会侵权的但实质上相当于产品 （经买方行使其完全酌情权后决定）的产品替代产品。该等选择均不损害买方因任何损失或损害而获得补偿的权利。