Rights of Use and Intellectual Property Rights. 29.1 The Supplier will grant dormakaba a simple, unlimited, freely transferable, sublicensable and irrevocable right, unlimited in terms of subject matter, territory and time, to use the delivery item and/or service result contractually owned by the Supplier. The right of use will extend to all known and unknown types of use and include in particular the purpose of production (including integration into other products, quality assurance, data management etc.), use and marketing of other products (which may also include the delivery item or service result). If the delivery item or service result was developed on behalf of dormakaba, the Supplier will grant dormakaba the rights of use in an exclusive form, notwithstanding the provisions of the preceding sentence. 29.2 If the Goods and/or Service contains any open-source software (i.e., for example software underlying the BSD licence, the GNU General Public Licence or the GNU Lesser or Library Licence, or similar software) or shareware/freeware components (in the following "Open Source Software"), the Supplier must inform dormakaba of this in good time – as far as possible before, but at the latest upon conclusion of the contract – and of any resulting restrictions of the Goods and/or Service or of the intellectual property rights in emphasised form and make the following materials and information available: (a) Source code or Open-Source Software; insofar as the licence conditions of the originator of this software permit this; and (b) List of all Open-Source Software used with a reference to the respective applicable licence together with a copy of the text of the licence conditions (including all annexes) in English (text form is sufficient). 29.3 If the Supplier does not inform ▇▇▇▇▇▇▇▇▇ that the Goods and/or the Services contains Open-Source Software, or does so only after conclusion of the contract, dormakaba may withdraw from the contract within 14 calendar days after having gained knowledge of this without any claims of the Supplier against dormakaba arising from this (any remuneration already paid must be reimbursed to dormakaba). If the Supplier does not provide dormakaba with the materials and information stated in section 29.2 at the latest upon conclusion of the contract, dormakaba may withdraw if the Supplier does not provide the missing materials or information immediately after a separate corresponding request by ▇▇▇▇▇▇▇▇▇. The statutory provisions will apply in addition. 29.4 The Supplier guarantees dormakaba that: (a) the Supplier will not infringe the Intellectual Property rights of dormakaba or a third party in connection with supplying the Goods or Services; (b) the Supplier acknowledges and agrees that all Intellectual Property and other information that dormakaba provides or makes available to the Supplier remains the property of dormakaba or its Related Bodies Corporates or affiliates (as the case may be); (c) the Supplier will not use or disclose such Intellectual Property or information for any purpose other than for the purpose of performing its obligations under this Agreement; (d) the Supplier acknowledges and agrees that all Developed Intellectual Property will vest in, and be assigned to, dormakaba on creation; (e) the delivery item and/or the service result as well as all other provided materials are free from any kind of third-party intellectual property rights which prevent or restrict dormakaba from using them in accordance with the contract; (f) the Supplier assumes sole liability towards those who assert infringements of intellectual property rights and indemnifies dormakaba from any claims in full. ▇▇▇▇▇▇▇▇▇ is required to inform the Supplier immediately if claims are asserted against dormakaba due to infringement of intellectual property rights and to act in agreement with the Supplier in the event of disputes with third parties. 29.5 If claims are asserted due to infringements of intellectual property rights and if the rights to which ▇▇▇▇▇▇▇▇▇ is entitled are impaired or denied (in the following "Impairments"), the Supplier is required at its own discretion to either: (a) alter the delivery Goods and/or the Service to result in such a way that they are no longer covered by the scope of protection, but do correspond to the Order provisions, or (b) to obtain authorization that the delivery item and/or the service result can be used as contractually agreed without restrictions and without additional costs for dormakaba. If the Supplier does not manage to eliminate the abovementioned Impairments, dormakaba will be entitled to withdraw from the Order or to demand a reduction of the remuneration. This will not affect any claims of dormakaba. 29.6 dormakaba grants the Supplier a personal, non-exclusive, non-transferable and non-assignable licence to use the Developed Intellectual Property in connection with the performance of its obligations under this Agreement. 29.7 No other right is given to the Supplier or its Personnel to use any Developed Intellectual Property except in connection with the performance of the Supplier’s obligations under this Agreement. 29.8 Each Party acknowledges and agrees that each Party continues to own all of its Intellectual Property existing at the date of this Agreement, or coming into existence during the term of this Agreement other than Developed Intellectual Property. 29.9 The Supplier continually indemnifies dormakaba against any Loss that dormakaba incurs or suffers, as a direct or indirect result of a breach of the Intellectual Property rights of dormakaba or a third party in connection with the Supplier providing the Goods or Services.
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Rights of Use and Intellectual Property Rights. 29.1 The Supplier will grant dormakaba a simplefully paid up, unlimitedworldwide, freely assignable, transferable, sublicensable sublicensable, royalty-free and irrevocable right, unlimited in terms of subject matter, territory and time, perpetual right to use the delivery item and/or service result contractually owned by the Supplier. The right of use will extend to all known and unknown types of use and include in particular the purpose of production (including integration into other products, quality assurance, data management etc.), use and marketing of other products (which may also include the delivery item or service result). If the delivery item or service result was developed on behalf of dormakaba, the Supplier will grant dormakaba the rights of use in an exclusive form, notwithstanding the provisions of the preceding sentence.
29.2 If the Goods and/or Service contains any open-source software (i.e., for example software underlying the BSD licence, the GNU General Public Licence or the GNU Lesser or Library Licence, or similar software) or shareware/freeware components (in the following "Open Source Software"), the Supplier must inform dormakaba of this in good time – as far as possible before, but at the latest upon conclusion of the contract – Agreement and of any resulting restrictions of the Goods and/or Service or of the intellectual property rights Intellectual Property Rights in emphasised form and make the following materials and information available:
(a) Source source code or Open-Source Software; insofar as the licence conditions of the originator of this such software permit this; and
(b) List list of all Open-Source Software used with a reference to the respective applicable licence together with a copy of the text of the licence conditions (including all annexes) in English (text form is sufficient).
29.3 If the Supplier does not inform ▇▇▇▇▇▇▇▇▇ that the Goods and/or the Services contains contain Open-Source Software, or does so only after conclusion of the contractOrder, dormakaba may withdraw from terminate the contract Order within 14 fourteen (14) calendar days after having gained knowledge of this without any claims of the Supplier against dormakaba arising from this (any remuneration already paid must be reimbursed to dormakaba). If the Supplier does not provide dormakaba with the materials and information stated in section 29.2 at the latest upon conclusion of the contractAgreement, dormakaba may withdraw if the Supplier does not provide the missing materials or information immediately after a separate corresponding request by ▇▇▇▇▇▇▇▇▇. The statutory provisions will apply in addition.
29.4 The Supplier guarantees dormakaba that:
(a) the Supplier will not infringe the Intellectual Property rights Rights of dormakaba or a third party in connection with supplying the Goods or and/or Services;
(b) the Supplier acknowledges and agrees that all Intellectual Property Rights and other information that dormakaba provides or makes available to the Supplier remains the property of dormakaba or its Related Bodies Corporates or affiliates (as the case may be)Affiliates;
(c) the Supplier will not use or disclose such Intellectual Property Rights or information for any purpose other than for the purpose of performing its obligations under this the Agreement;
(d) the Supplier acknowledges and agrees that all Developed Intellectual Property will vest in, and be assigned to, dormakaba on creation;
(e) the delivery item and/or the service result as well as all other provided materials are free from any kind of third-party intellectual property rights Intellectual Property Rights which prevent or restrict dormakaba from using them in accordance with the contract;
(f) the Supplier assumes sole liability towards those who assert infringements of intellectual property rights Intellectual Property Rights and indemnifies dormakaba from any claims in full. ▇▇▇▇▇▇▇▇▇ dormakaba is required to inform the Supplier immediately if claims are asserted against dormakaba due to infringement of intellectual property rights Intellectual Property Rights and to act in agreement with the Supplier in the event of disputes with third parties.
29.5 If claims are asserted due to infringements of intellectual property rights Intellectual Property Rights and if the rights to which ▇▇▇▇▇▇▇▇▇ is entitled are impaired or denied (in the following "Impairments"), the Supplier is required at its own discretion to either:
(a) alter the delivery Goods and/or the Service to result in such a way that they are no longer covered by infringing the scope of protectionIntellectual Property Rights, but do correspond to the Order provisions, or
(b) to obtain authorization that the delivery item and/or the service result can be used as contractually agreed without restrictions and without additional costs for dormakaba. If the Supplier does not manage to eliminate the abovementioned Impairments, dormakaba will be entitled to withdraw from terminate the Order or to demand request a reduction of the remuneration. This will not affect charges (without prejudice to any claims of dormakaba’s other rights or remedies).
29.6 dormakaba grants the Supplier a personal, non-exclusive, non-transferable and non-assignable licence to use the Developed Intellectual Property in connection with the performance of its obligations under this Agreement.
29.7 No other right is given to the Supplier or its Personnel personnel to use any Developed Intellectual Property except in connection with the performance of the Supplier’s obligations under this Agreement.
29.8 Each Party acknowledges and agrees that each Party continues to own all of its Intellectual Property Rights existing at the date of this Agreement, Agreement or coming into existence during the term of this Agreement other than Developed Intellectual Property.
29.9 The Supplier continually indemnifies shall indemnify dormakaba against all liabilities, costs, expenses, damages and losses (including any Loss that direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by dormakaba incurs arising out of or suffers, as a direct or indirect result of a breach of the Intellectual Property rights of dormakaba or a third party in connection with any claim made against dormakaba for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the Supplier providing manufacture, supply or use of the Goods Goods, or receipt, use or supply of the Services.
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