Common use of Intellectual Property Responsibilities Clause in Contracts

Intellectual Property Responsibilities. 16.1 As Customer will be providing all of the design work, Customer represents that there are no known rights of others that cover the Products to be manufactured by Celestica, or the services that Celestica will be requested to perform under this Agreement, for or under license from Customer. Customer shall settle or defend, at Customer's expense, and shall pay any damages, costs or fines resulting from all proceedings or claims against Celestica and its affiliates for infringement or alleged infringement of patents, trademarks, copyrights, trade secret rights of others and of any other third party intellectual property rights in relation to (i) the Products provided or the services performed by Celestica under this Agreement or any part thereof, and (ii) the methods or processes of design, manufacture, assembly, or testing of such Products, where such methods or processes are specified, required or directed by Customer. Celestica agrees to notify Customer promptly in writing of any such proceedings or claims. Customer agrees that Celestica has the right to retain counsel and participate at Celestica's expense in the defence of any such proceeding or claim and to assist in any settlement negotiations. 16.2 Nothing contained in this Agreement will be deemed to grant to either party either directly or by implication, estoppel or otherwise, any license or other right under any patents, patent applications or non-patent rights owned by or licensed by the other party. Nothing in this Agreement gives Customer any right or license by implication, estoppel or otherwise to the items resulting from the NRE charges to any design, information or manufacturing processes of Celestica.