State and Local Taxes. Unless otherwise indicated, the Purchase Order prices shall include any and all VAT, Federal, State and Local Taxes applicable to the manufacture, sale or distribution of the completed Deliverables and any items or materials incorporated therein. PATENTS, TRADEMARKS, INTELLECTUAL PROPERTY.: Seller warrants that neither the Deliverables furnished under the Purchase Order nor the sale or use thereof by Seller or AMRI will infringe on any existing patent, trademark or copyright. Seller shall defend, indemnify and hold harmless AMRI, its affiliates, directors, officers, agents and customers (collectively “Representatives”) from and against any suit, claim or demand alleging patent, trademark or copyright infringement or misappropriation of any trade secret arising out of or in connection with, the Purchase Order. All royalties for patents or charges for the use of patents which may be involved in the performance of the Purchase Order shall be included in the cost of performance and shall be paid by Seller. Seller grants AMRI a fully paid-up, perpetual, non-exclusive, transferrable, sublicenseable license to Seller’s intellectual property to the extent necessary to make, use and sell the Deliverables. To the extent any license to a third party’s intellectual property is necessary for AMRI to make, use and sell the Deliverables, Seller shall obtain such license at its sole expense for AMRI’s benefit.
Appears in 3 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement