Have Reproduced Clause Samples
The "Have Reproduced" clause establishes that a party has made copies or reproductions of certain materials, works, or information. In practice, this clause typically applies to situations involving intellectual property, such as when a licensee has duplicated copyrighted content, software, or documentation. Its core function is to formally acknowledge the act of reproduction, which can be important for tracking usage rights, ensuring compliance with licensing terms, or determining liability in case of unauthorized copying.
Have Reproduced. Toshiba shall have the right to provide the Licensed Engine Product to in third party manufactures of Combined Engine Components or Combined Engine Products (each a "Submanufacturer"), provided that each Submanufacturer shall agree in a signed writing to be bound by the applicable restrictions on Toshiba set forth in this Agreement with respect to the Licensed Engine Product, which include but is not limited to the agreement to use and copy the Licensed Engine Product solely to create Combined Engine Components or Combined Engine Products only for Toshiba and to keep the Licensed Engine Product confidential according to the applicable terms of this Agreement. Toshiba shall provide the name of such Submanufacturer to Wink promptly upon contracting with such Submanufacturer regarding services concerning the Licensed Engine Product. Upon request of Wink, Toshiba shall promptly provide to Wink a copy of such signed writing with each Submanufacturer, and Toshiba shall ensure that each Submanufacturer abides by such restrictions. Toshiba agrees to indemnify, defend and hold Wink harmless from and against any loss, cost, liability or expense (including Wink's reasonable attorneys' fees) arising out of or related to a breach of the foregoing provisions by Submanufacturers. Toshiba shall promptly notify Wink if Toshiba knows or believes that a Submanufacturer has breached the provisions of this Section.
Have Reproduced. S-A shall have the right to provide the Licensed Technology to its third party manufacturers for ROM and flash ROM chips (each a "Submanufacturer", provided that each such third party manufacturer shall agree in a signed writing (i) to manufacture Wink Engines and Combined Products only for S-A's account, (ii) not to sell or distribute Wink Engines and Combined Products except to S-A, (iii) to keep the Licensed Technology confidential pursuant to terms and conditions no less restrictive than the terms and conditions of the parties' Non-Disclosure Agreement described in Section 11 below and (iv) that Wink is a third party beneficiary of such agreement and may enforce such agreement directly against such third party manufacturer. In the event that S-A desires to provide the Licensed Technology to a Submanufacturer without also providing such Submanufacturer with software owned by S-A, S-A's provision of the Wink Engine to such Submanufacturer shall be subject to (a) Wink's written approval (not to be unreasonably withheld) of such Submanufacturer, (b) S-A's assurance that it will use the same level of care in choosing Submanufacturers for S-A Devices incorporating the Wink Engine as it does for its other products, and will take all reasonable steps to prevent unauthorized disclosure of Wink Confidential Information, (c) S-A's prompt notification to Wink if S-A knows or believes that a Submanufacturer has breached the provisions of subsection (i) - (iv) above.