Common use of Materials Warranty Clause in Contracts

Materials Warranty. A. ADNAS, at its expense, shall defend any suit brought against IIMAK on the grounds that use of the ADNAS Materials or DNA Technologies for the intended purpose or purposes, as furnished by ADNAS, infringes any United States patent and shall pay the amount of any judgment that may be awarded against IIMAK in any such suit provided and upon condition that IIMAK shall (a) promptly deliver to ADNAS all infringement notices and other papers received by or served upon IIMAK, (b) permit ADNAS to take charge of the defense of such suit and compromise the same, if deemed advisable by ADNAS, and (c) assist in every reasonable way in the conduct of such defense. B. IIMAK, at its expense, shall defend any suit brought against ADNAS on the grounds that use of the Products for the intended purpose or purposes, infringes any United States patent and shall pay the amount of any judgment that may be awarded against ADNAS in any such suit provided and upon condition that ADNAS shall (a) promptly deliver to IIMAK all infringement notices and other papers received by or served upon ADNAS, (b) permit IIMAK to take charge of the defense of such suit and compromise the same, if deemed advisable by IIMAK, and (c) assist in every reasonable way in the conduct of such defense. C. In the event that IIMAK shall be enjoined by a court of competent jurisdiction from which no appeal can be taken, from selling or using the Products for the intended purpose or purposes on the ground that such sale or use of the Product infringes any such United States or other patent, or it is established to ADNAS satisfaction, upon due investigation, that sale or use of the Product infringes any such United States or other patent, ADNAS at its option may either (i) procure for IIMAK a license to sell and/or use the Products, (ii) modify the Products so as to make it non-infringing without seriously impairing its performance, (iii) replace the Products with a product that is substantially equal but non-infringing, or (iv) accept the return of the Product from IIMAK. D. ADNAS shall be responsible for assuring and insuring the integrity of any patent or trademark application process regarding the ADNAS Materials and for safeguarding by reasonable measures the confidentiality of all proprietary or trade secret information related to the ADNAS Materials to be used as components in the Products. E. ADNAS shall supply to IIMAK technical specifications for the ADNAS Materials including, but not limited to, MSDS data, suitability for commercial use, stability in environmental and application conditions, safety for use in products exposed to the skin or general human occupational and end-use product exposure, technologies, methods and materials for successful analysis of the DNA component of the products, and specifications for use in marketing materials that describe the characteristics of the ADNAS Materials. F. IIMAK shall be responsible for assuring and insuring the integrity of any patent or trademark application process regarding the IIMAK materials and for safeguarding by reasonable measures the confidentiality of all proprietary or trade secret information related to the IIMAK Materials to be used as components in the Products. G. ADNAS shall secure Insurance for the Loss of Goods in Transit together with coverage against damages that may arise there from, for the ADNAS materials. H. IIMAK shall secure Insurance for the Loss of Goods in Transit to end users(s) together with coverage against damages that may arise therefrom, for the IIMAK materials and the Products. I. Each party shall be responsible for acquiring and/or maintaining Product Liability Insurance and shall provide documentation of such insurance or other financial responsibility, upon demand of the other party. J. ADNAS and IIMAK shall jointly determine Warranty and shelf-life limitations.

Materials Warranty. A. ADNAS, at its expense, shall defend any suit brought against IIMAK CTC on the grounds that use of the ADNAS Materials or DNA Technologies for the intended purpose or purposes, as furnished by ADNAS, infringes any United States patent and shall pay the amount of any judgment that may be awarded against IIMAK CTC in any such suit provided and upon condition that IIMAK CTC shall (a) promptly deliver to ADNAS all infringement notices and other papers received by or served upon IIMAKCTC, (b) permit ADNAS to take charge of the defense of such suit and compromise the same, if deemed advisable by ADNAS, and (c) assist in every reasonable way in the conduct of such defense. B. IIMAKCTC, at its expense, shall defend any suit brought against ADNAS on the grounds that use of the Products Application Technologies for the intended purpose or purposes, as furnished by CTC, infringes any United States patent and shall pay the amount of any judgment that may be awarded against ADNAS in any such suit provided and upon condition that ADNAS shall (a) promptly deliver to IIMAK CTC all infringement notices and other papers received by or served upon ADNAS, (b) permit IIMAK CTC to take charge of the defense of such suit and compromise the same, if deemed advisable by IIMAKCTC, and (c) assist in every reasonable way in the conduct of such defense. C. In the event that IIMAK CTC shall be enjoined by a court of competent jurisdiction from which no appeal can be taken, from selling or using the Products for the intended purpose or purposes on the ground that such sale or use of the Product infringes any such United States or other patent, or it is established to ADNAS satisfaction, upon due investigation, that sale or use of the Product infringes any such United States or other patent, ADNAS at its option may either (i) procure for IIMAK CTC a license to sell and/or use the Products, (ii) modify the Products so as to make it non-infringing without seriously impairing its performance, (iii) replace the Products with a product that is substantially equal but non-infringing, or (iv) accept the return of the Product from IIMAKCTC. D. In the event that ADNAS shall be enjoined by a court of competent jurisdiction from which no appeal can be taken, from selling or using the Products for the intended purpose or purposes on the ground that such sale or use of the Product infringes any such United States or other patent, or it is established to ADNAS satisfaction, upon due investigation, that sale or use of the Product infringes any such United States or other patent, CTC, at its option may either (i) procure for ADNAS a license to sell and/or use the Products, (ii) modify the Products so as to make it non-infringing without seriously impairing its performance, (iii) replace the Products with a product that is substantially equal but non-infringing (cover), or (iv) accept payment for the Product by ADNAS, and dispose of the Product of at the direction of ADNAS. E. ADNAS shall be responsible for assuring and insuring the integrity of any patent or trademark application process regarding the ADNAS Materials and for safeguarding by reasonable measures the confidentiality of all proprietary or trade secret information related to the ADNAS Materials to be used as components in the Products. E. F. ADNAS shall supply to IIMAK CTC technical specifications for the ADNAS Materials including, but not limited to, MSDS data, suitability for commercial use, stability in environmental and application conditions, safety for use in products exposed to the skin or general human occupational and end-use product exposure, technologies, methods and materials for successful analysis of the DNA component of the products, and specifications for use in marketing materials that describe the characteristics of the ADNAS Materials. F. IIMAK G. CTC shall be responsible for assuring and insuring the integrity of any patent or trademark application process regarding the IIMAK CTC materials and for safeguarding by reasonable measures the confidentiality of all proprietary or trade secret information related to the IIMAK CTC Materials to be used as components in the Products. G. H. ADNAS shall secure Insurance for the Loss of Goods in Transit together with coverage against damages that may arise there from, for the ADNAS materials. H. IIMAK I. CTC shall secure Insurance for the Loss of Goods in Transit to end users(s) or ADNAS together with coverage against damages that may arise therefrom, for the IIMAK CTC materials and the Products. I. J. Each party shall be responsible for acquiring and/or maintaining Product Liability Insurance and shall provide documentation of such insurance or other financial responsibility, upon demand of the other party. J. K. ADNAS and IIMAK CTC shall jointly determine Warranty and shelf-life limitations.