Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyers personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyers property and shall be safely stored separate and apart from Sellers property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyers property only to meet Buyers orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Sellers custody or control, shall be held at Sellers risk, shall be kept insured by Seller at Sellers expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyers written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyers expense, except for non-Tools, which shall be at Sellers expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Sellers expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Sellers performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase work(s) made for hire is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer first owner status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Sellers and its Affiliates # existing intellectual property (including without limitation TPI Composites, Inc.s proprietary SCRIMP® technology) and # any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Sellers performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that # during the term of the Supply Agreement and contemporaneous with Sellers performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and # Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyers prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyers property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.
BUYERS PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyers personal property, Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller AS IS with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such properly. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyers property, safely stored separate and apart from Sellers property and properly maintained by Seller, Seller further agrees to comply with any handling and storage requirements provided by Buyer for sue]) properly. Seller shall not substitute any other property for Buyers properly. Seller will inspect Buyers property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyers properly only to meet Buyers orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Sellers care, custody or control, shall be held at Sellers risk, shall be kept free of encumbrances and insured by Seller at Sellers expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyers written request, in which event Seller shall prepare such properly for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Sellers expense. As noted in Section 15.4(b), Assists, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or pro forma invoice used for international shipments. Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Sellers performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights, All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase work(s) made for hire is defined in the U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer first owner status related to the work(s) under local copyright law where the work(s) was created, If by operation of law any such intellectual properly is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns lo Buyer, the entire right, title and interest throughout the world to such intellectual property, Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and lo any such intellectual property to Buyer. Notwithstanding the foregoing, the mutual non-disclosure agreement dated September 27,2013 between General Electric Company acting though its Power & Water business and [[Organization A:Organization]] (MNDA) shall govern in the event there is a conflict with this section as to any project referenced in the MNDA that may pertain to this Order. Should Seller, without Buyers prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair, a Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyers property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, lo verify compliance with this Section. Subject to the terms of the MNDA, Sellers and its Affiliates # existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation [[Organization A:Organization]]s proprietary and patented SCRIMP® technology and # any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyers intellectual property or Confidential Information shall remain the sole and exclusive properly of Seller unless otherwise agreed in writing.
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