Common use of Intellectual Property and Software Clause in Contracts

Intellectual Property and Software. 10.1 Seller is the owner, or the authorized user of all intellectual property related to the Supply. Buyer is not entitled to any rights in or to Seller’s intellectual property such as patents, copyrights, registered or unregistered designs, technology, know-how, trade secrets, trade names, trademarks or logos, owned or used by Seller, except as set forth in Sections 10.2 and 10.3, below. 10.2 Software products or software documentation, hereinafter “Software”, attached to and / or contained in the Supply remain the Seller’s property or the property of the software author / licensor. The Software may be used by Buyer only to the extent expressly permitted by Seller under this Contract. Buyer shall not modify, reproduce, reverse engineer, license, disclose or otherwise make available the Software to third parties. 10.3 Seller grants to Buyer a non-exclusive and non-transferable right, without the right to sublicense, to use intellectual property related to the Supply in accordance with the Contract for the only purpose of operating and/or maintaining the Supply. The right granted in this Section 10.3 may be transferred by ▇▇▇▇▇ in the event that the Buyer assigns, sell or transfers the Supply. 10.4 Buyer shall indemnify, defend, and hold harmless Seller from any liabilities, claims and damages related to any asserted or ascertained violation of intellectual property rights (including, without limitation, violation of the provisions governing unfair competition) with respect to the manufacture and/or sales of products made using the Supply. 10.5 Buyer shall notify Seller promptly after receiving any information or notice of any claim, whether formally or informally, that the Supply infringes the intellectual property rights of third parties. In the event a claim is made, or a legal action is commenced against Buyer in relation to an asserted violation of intellectual property rights (including, but not limited to provisions governing unfair competition), in connection with the manufacture, sale and / or use of the Supply, Buyer shall notify Seller immediately in writing. Seller, in its sole discretion, may: (i) take back the Supply, reimburse the Price already paid by ▇▇▇▇▇ without interest; or (ii) at its own expense modify the Supply to eliminate the asserted violation or (iii) at its own expense provide for the defense of Buyer in the legal action (such defense has to be carried out in strict conformity with Seller’s instructions) to keep Buyer harmless from direct costs caused by such legal actions. The remedies mentioned under (i), (ii), and (iii) shall be Buyer’s sole remedies for the above-mentioned claims and legal actions. 10.6 The choice of patterns, engravings and / or other features for the final products made using the Supply shall be the final and binding decision of Buyer. Irrespectively of any assistance given in this respect by ▇▇▇▇▇▇, ▇▇▇▇▇ is solely responsible and liable for any consequence related to that choice.