Terms of Storage. (1) During the term of the to be executed Supply Contract between the Parties, the Manufacturer shall store the OptiNose Equipment at the Facility [***] and no other location without the written authorization of OptiNose. Any storage of the OptiNose Equipment elsewhere by the Manufacturer without written authorization of OptiNose shall be deemed a violation of this Agreement and the Manufacturer shall be liable to OptiNose for any loss or damage to the OptiNose Equipment. (2) From the time the OptiNose Equipment is delivered to the Facility by or on behalf of OptiNose until such time as the OptiNose Equipment is removed from the Facility by or on behalf of OptiNose pursuant to OptiNose’s written authorization, the Manufacturer shall be responsible for any physical damage to, and any physical loss of, the OptiNose Equipment to the extent arising from or relating to the negligence or willful misconduct of the Manufacturer or those for whom the Manufacturer is in law responsible, except to the extent such loss or damage is caused by the negligence or willful misconduct of OptiNose or its agents (which, for the avoidance of doubt, shall not include the Manufacturer or its agents). [***]. Any such replacements shall constitute accessions to the OptiNose Equipment stored by the Manufacturer for OptiNose, and title thereto shall immediately vest and remain in OptiNose. (3) At all times during the term of this Agreement OptiNose shall, [***], place and maintain special form property insurance on the OptiNose Equipment for its full replacement value, subject to reasonable deductibles. In the event of any physical damage or loss suffered by the OptiNose Equipment, OptiNose agrees to diligently pursue any reasonably available insurance claim with respect to such loss, and that any proceeds thereof may be applied towards repair or replacement of the OptiNose Equipment, and will, net of any deductibles and resulting premium increases, reduce the Manufacturer’s liability to OptiNose (if any) related to such loss. (4) At all times during the term of this Agreement, the OptiNose Equipment will be conspicuously tagged and marked “Property of OptiNose US, Inc.” (5) The Manufacturer shall keep and maintain accurate and up-to-date records of the status and other reasonable particulars of the OptiNose Equipment. The Manufacturer shall deliver such records to OptiNose forthwith upon reasonable request, from time to time.
Appears in 3 contracts
Sources: Manufacture and Supply Agreement, Manufacture and Supply Agreement (OptiNose, Inc.), Manufacture and Supply Agreement (OptiNose, Inc.)