/Docs/G/HazardJ-Comment-WorldCC-Principles-CmA/MSA/0.md
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(Sec = (Ti = WorldCC "Contract Principles" - with roughly matching provisions from a Master Services Agreement. (MSA provisions in grey.))
(sec = - (Audit.Sec = (WorldCC.Audit.Sec = (WorldCC.Audit.Ti = Audit)
(WorldCC.Audit.sec = (WorldCC.Audit.0.sec = )
(WorldCC.Audit.xlist = - (WorldCC.Audit.Secs = (WorldCC.Audit.1.Sec = (WorldCC.Audit.1.Ti = Company's Right To Audit)
(WorldCC.Audit.1.sec = (WorldCC.Audit.1.0.sec = )
(WorldCC.Audit.1.xlist = - (WorldCC.Audit.1.Secs = (WorldCC.Audit.1.1.Sec = (WorldCC.Audit.1.1.Ti = Right to Audit)
(WorldCC.Audit.1.1.sec = The Company may audit the accounts and books of the Contractor which reasonably relate directly to the performance of obligations or work contemplated by this agreement and compliance with Laws at reasonable times and from time to time, not only during the continuance of this agreement, but for [7] years after the date of its termination, or final payment, whichever occurs last.)
)
- (WorldCC.Audit.1.2.Sec = (WorldCC.Audit.1.2.Ti = Payment Errors)
(WorldCC.Audit.1.2.sec = If such audit or audits reveal any error or discrepancy of any nature whatever, such error or discrepancy will be promptly corrected and any amount owing or due to either the Company or the Contractor, will be promptly paid by the other party.)
)
- (WorldCC.Audit.1.3.Sec = (WorldCC.Audit.1.3.Ti = Improper Payments)
(WorldCC.Audit.1.3.sec = If such audit or audits reveal any improper or illegal payment of any nature whatever, the Company may terminate this agreement immediately and to enforce any remedies available to the Company under this agreement or applicable law.)
)
- (WorldCC.Audit.1.4.Sec = (WorldCC.Audit.1.4.Ti = Notice)
(WorldCC.Audit.1.4.sec = The Company shall have this right to audit the Contractor's accounts and records only after delivery of written notice to the person whose accounts and records are to be audited in accordance with the provisions for notices set forth in this agreement.)
)
)
)
(WorldCC.Audit.1.00.sec = )
)
)
- (WorldCC.Audit.2.Sec = (WorldCC.Audit.2.Ti = Company's Right To Retain Records)
(WorldCC.Audit.2.sec = The Company has the right to make copies of documents audited and such copies are the property of the Company. All audit rights of the Company described herein are in addition to, and are not in any way in lieu of, all other rights of the Company in law or in equity.)
)
)
)
(WorldCC.Audit.00.sec = )
)
)
- (MSA.Comp.Audit.Sec = (MSA.Comp.Audit.Ti = Audit)
(MSA.Comp.Audit.sec = During the Term and for three (3) years thereafter, (MSA._Supplier = Supplier)
shall, at (MSA._Company = Company)
's request and without any additional charge, provide full and complete access during normal business hours to the offices, books and records of (MSA._Supplier = Supplier)
and its accountants for purposes of auditing any performance (including without limit employee screening and environmental compliance), compensation or reimbursement issue under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
)
)
(DataSecurity.Sec = (WorldCC.DataSecurity.Sec = (WorldCC.DataSecurity.Ti = Data Security)
(WorldCC.DataSecurity.sec = (WorldCC.DataSecurity.0.sec = {_P1} shall maintain an information security system and protocol to protect {_P2}'s information from unauthorized access, disclosure or misuse. {_P1} shall)
(WorldCC.DataSecurity.xlist = - (WorldCC.DataSecurity.secs = (WorldCC.DataSecurity.1.sec = maintain adequate physical controls and password protections for any server or system on which any (WorldCC._Data = Data)
may reside,)
- (WorldCC.DataSecurity.2.sec = encrypt any (WorldCC._Data = Data)
that is in transmission, and)
- (WorldCC.DataSecurity.3.sec = encrypt any (WorldCC._Data = Data)
located on any storage media.)
)
)
(WorldCC.DataSecurity.00.sec = )
)
)
- Data Security
- (MSA.PersonalData.Sec = (MSA.PersonalData.Ti = (MSA._Personal_Data = Personal Data)
Provided to (MSA._Supplier = Supplier)
)
(MSA.PersonalData.sec = In the event that (MSA._Supplier = Supplier)
accesses or otherwise (MSA._Processes = Processes)
any (MSA._Company_Personal_Data = Company Personal Data)
during its performance of the Agreement, it shall comply with the following obligations regarding (MSA._Company_Personal_Data = Company Personal Data)
: - (MSA.PersonalData.NeedToDo.sec = (MSA._Supplier = Supplier)
shall view and (MSA._Process = Process)
(MSA._Company_Personal_Data = Company Personal Data)
only to the extent necessary to perform (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
or upon (MSA._Company = Company)
's written instructions.)
- (MSA.PersonalData.Conf.sec = (MSA._Supplier = Supplier)
undertakes to keep (MSA._Company_Personal_Data = Company Personal Data)
confidential, and agrees to not disclose (MSA._Company_Personal_Data = Company Personal Data)
to third parties without having first received express written approval from (MSA._Company = Company)
. (MSA._Supplier = Supplier)
and (MSA._Supplier's_Personnel = Supplier's Personnel)
shall (MSA._Process = Process)
(MSA._Company_Personal_Data = Company Personal Data)
only on a need-to-know basis, regarding the performance of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
and any PO or SOW issued pursuant to (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
- (MSA.PersonalData.Care.sec = (MSA.PersonalData.Care.ImplementMeasures.sec = (MSA._Supplier = Supplier)
shall implement technical and organizational measures to ensure the security and confidentiality of (MSA._Company_Personal_Data = Company Personal Data)
in order to prevent, among other things: (MSA.PersonalData.Harm.List = - (MSA.PersonalData.Harm.Mangle.cl = accidental, unauthorized or unlawful destruction, alteration, modification or loss of (MSA._Company_Personal_Data = Company Personal Data)
)
; - (MSA.PersonalData.Harm.Disclose.cl = accidental, unauthorized or unlawful disclosure or access to (MSA._Company_Personal_Data = Company Personal Data)
)
; and - (MSA.PersonalData.Harm.UnlawfulProcessing.cl = unlawful forms of (MSA._Processing = Processing)
)
.
)
)
(MSA.PersonalData.Care.AdequateMeasures.sec = The security measures taken by (MSA._Supplier = Supplier)
shall be in compliance with all applicable data protection regulations and shall be commensurate with the risks represented by the (MSA._Processing = Processing)
and the nature of the (MSA._Company_Personal_Data = Company Personal Data)
to be (MSA._Processed = Processed)
, taking into consideration the state of the art security measures available to protect such data and the implementation costs of such measures.)
(MSA.PersonalData.Care.InformOfBreach.sec = (MSA._Supplier = Supplier)
shall immediately inform (MSA._Company = Company)
of any breach of its security and confidentiality obligations under this Section.)
)
- (MSA.PersonalData.CareByStaff.sec = (MSA.PersonalData.CareByStaff.SupplierEnsures.sec = (MSA._Supplier = Supplier)
shall implement all measures necessary to ensure compliance by (MSA._Supplier's_Personnel = Supplier's Personnel)
with the obligations relating to (MSA._Company_Personal_Data = Company Personal Data)
.)
(MSA.PersonalData.CareByStaff.ObtainNDA.sec = (MSA._Supplier = Supplier)
shall require (MSA._Supplier's_Personnel = Supplier's Personnel)
, as a condition of having access to (MSA._Company_Personal_Data = Company Personal Data)
, to sign individual confidentiality agreements in which they each agree individually to comply with the obligations of this Section of the Agreement.)
(MSA.PersonalData.CareByStaff.FormOfNDA.sec = (MSA.Schedule_B = Schedule B)
of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
shall be deemed an adequate form of confidentiality agreement.)
(MSA.PersonalData.CareByStaff.SpecialNDA.sec = (MSA._Company = Company)
may also require (MSA._Supplier = Supplier)
to require (MSA._Supplier's_Personnel = Supplier's Personnel)
, as a condition of participating in specific assignments, to sign individual confidentiality agreements that are tailored for specific assignments.)
)
- (MSA.PersonalData.Comply.sec = (MSA.PersonalData.Comply.Law.sec = (MSA._Supplier = Supplier)
shall comply with all applicable laws and regulations on personal data protection.)
(MSA.PersonalData.Comply.EmploymentDataPolicy.sec = (MSA._Supplier = Supplier)
will process "Employment Data" consistent with the (MSA._Company_Employment_Data_Protection_Standards = Company Employment Data Protection Standards)
, a copy of which are located at {P1.EmploymentDataPolicyURL} and may be requested from (MSA._Company = Company)
.)
(MSA.PersonalData.Comply.Collect.sec = In particular, if during the performance of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
(MSA._Supplier = Supplier)
seeks to obtain (MSA._Company_Personal_Data = Company Personal Data)
directly from (MSA._Data_Subjects = Data Subjects)
: (i) (MSA.PersonalData.Comply.Collect.InformSubjects.cl = (MSA._Supplier = Supplier)
must provide such (MSA._Data_Subjects = Data Subjects)
with the information required by applicable law and regulation and when necessary, obtain the (MSA._Data_Subjects = Data Subjects)
' consent to acquire such information)
; and (ii) (MSA.PersonalData.Comply.Collect.ObtainApproval.cl = except for (MSA._Supplier = Supplier)
's employees or subcontractors, (MSA._Supplier = Supplier)
must obtain (MSA._Company = Company)
's written approval of the information and consent language to be used by (MSA._Supplier = Supplier)
to gather such (MSA._Company_Personal_Data = Company Personal Data)
from the (MSA._Data_Subjects = Data Subjects)
)
. )
)
- (MSA.PersonalData.Expire.sec = Upon termination of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, for whatever reason: (i) (MSA.PersonalData.Expire.HaltProcessing.cl = (MSA._Supplier = Supplier)
shall stop any processing of (MSA._Company_Personal_Data = Company Personal Data)
and shall return to (MSA._Company = Company)
any copy and/or reproduction thereof)
, and (ii) (MSA.PersonalData.Expire.Survive.cl = these obligations regarding (MSA._Company_Personal_Data = Company Personal Data)
shall remain in full force)
.)
)
)
- (MSA.Conf.Sec = (MSA.Conf.Ti = Confidentiality)
(MSA.Conf.sec = (MSA.Conf.0.sec = )
(MSA.Conf.xlist = (MSA.Conf.Engage.LI = - (MSA.Conf.Engage.Sec = (MSA.Conf.Engage.Ti = Confidentiality Engagement)
(MSA.Conf.Engage.sec = (MSA.Conf.Engage.Intro.sec = (MSA._Supplier = Supplier)
and all (MSA._Supplier_Personnel = Supplier Personnel)
shall maintain in confidence and safeguard all (MSA._Proprietary_Information = Proprietary Information)
. (MSA._Supplier = Supplier)
recognizes and acknowledges the confidential and proprietary nature of any (MSA._Proprietary_Information = Proprietary Information)
and acknowledges the irreparable harm that could result to (MSA._Company = Company)
if it is disclosed to a third party or used for unauthorized purposes without (MSA._Company = Company)
's prior written consent. Therefore, (MSA._Supplier = Supplier)
agrees, except as required by law: )
- (MSA.Conf.Engage.Protect.cl = to protect the confidentiality of (MSA._Company = Company)
's (MSA._Proprietary_Information = Proprietary Information)
(including any notes, summaries, reports, analyses or other material derived by (MSA._Supplier = Supplier)
or (MSA._Supplier_Personnel = Supplier Personnel)
in whole or in part from the (MSA._Proprietary_Information = Proprietary Information)
in whatever form maintained (collectively, "Notes")))
; - (MSA.Conf.Engage.Use.cl = to use the (MSA._Proprietary_Information = Proprietary Information)
and/or Notes only for the purposes of conducting business with (MSA._Company = Company)
in a manner contemplated by (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
)
; and - (MSA.Conf.Engage.Care.cl = to use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the (MSA._Proprietary_Information = Proprietary Information)
and/or Notes, except to (MSA._Supplier_Personnel = Supplier Personnel)
to the extent necessary to permit them to perform the (MSA._Services = Services)
as set forth in (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
)
.
)
)
)
(MSA.Conf.WarnPersonnel.LI = - (MSA.Conf.WarnPersonnel.Sec = (MSA.Conf.WarnPersonnel.Ti = Advise Personnel)
(MSA.Conf.WarnPersonnel.sec = (MSA._Supplier = Supplier)
further agrees that prior to disclosing any (MSA._Proprietary_Information = Proprietary Information)
to (MSA._Supplier_Personnel = Supplier Personnel)
as set forth above, (MSA._Supplier = Supplier)
will: - advise such (MSA._Supplier_Personnel = Supplier Personnel)
of the confidential and proprietary nature of the (MSA._Proprietary_Information = Proprietary Information)
and Notes; and - require them to sign the (MSA._Secrecy_and_Inventions_Agreement = Secrecy and Inventions Agreement)
attached hereto as (MSA.Schedule_B = Schedule B)
.
)
)
)
(MSA.Conf.Injunct.LI = - (MSA.Conf.Injunct.Sec = (MSA.Conf.Injunct.Ti = Injunctions)
(MSA.Conf.Injunct.sec = (MSA._Supplier = Supplier)
agrees to be responsible for any breach of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
by it or (MSA._Supplier_Personnel = Supplier Personnel)
. (MSA._Supplier = Supplier)
acknowledges that money damages would not be a sufficient remedy for any breach of this Section. Accordingly, in the event of any such breach, in addition to any other remedies at law or in equity that (MSA._Company = Company)
may have, it shall be entitled to equitable relief, including injunctive relief or specific performance or both.)
)
)
(MSA.Conf.Endure.LI = - (MSA.Conf.Endure.Sec = (MSA.Conf.Endure.Ti = Term of Confidentiality Engagements)
(MSA.Conf.Endure.sec = Obligations in this Section shall, with respect to each disclosure of (MSA._Proprietary_Information = Proprietary Information)
hereunder, continue for {Engage.Duration}. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.)
)
)
(MSA.Conf.Return.LI = - (MSA.Conf.Return.Sec = (MSA.Conf.Return.Ti = Return or Destruction of Information)
(MSA.Conf.Return.sec = Upon completion or termination of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
or upon request of (MSA._Company = Company)
, (MSA._Supplier = Supplier)
shall promptly: - return all (MSA._Proprietary_Information = Proprietary Information)
disclosed to it; and - destroy (with such destruction certified in writing by (MSA._Supplier = Supplier)
) all Notes, without retaining any copy thereof.
No such termination of the Agreement or return or destruction of the (MSA._Proprietary_Information = Proprietary Information)
and/or Notes will affect the confidentiality obligations of (MSA._Supplier = Supplier)
or (MSA._Supplier_Personnel = Supplier Personnel)
all of which will continue in effect as provided in (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
)
)
(MSA.Conf.Exclude.LI = - (MSA.Conf.Exclude.Sec = (MSA.Conf.Exclude.Ti = Information Not Covered)
(MSA.Conf.Exclude.sec = (MSA.Conf.Exclude.Intro.Cl = Notwithstanding the foregoing, the parties agree that (MSA._Supplier = Supplier)
's obligations with respect to handling, disclosing, reproducing and using such (MSA._Proprietary_Information = Proprietary Information)
are not applicable to any portion(s) of the (MSA._Proprietary_Information = Proprietary Information)
which)
: - (MSA.Conf.Exclude.Public.cl = is or becomes generally available to the public other than as a result of disclosure by (MSA._Supplier = Supplier)
or (MSA._Supplier = Supplier)
's Representatives)
; - (MSA.Conf.Exclude.Has.cl = was available on a non-confidential basis prior to its disclosure to (MSA._Supplier = Supplier)
and (MSA._Supplier = Supplier)
can verify such availability by written documentation)
; - (MSA.Conf.Exclude.Finds.cl = is or becomes available to (MSA._Supplier = Supplier)
on a non-confidential basis from a source other than the (MSA._Company = Company)
when such source is not, to the best of the (MSA._Supplier = Supplier)
's knowledge, subject to a confidentiality obligation with the (MSA._Company = Company)
)
: or - (MSA.Conf.Exclude.Makes.cl = was independently developed by (MSA._Supplier = Supplier)
or (MSA._Supplier_Personnel = Supplier Personnel)
, without reference to the (MSA._Proprietary_Information = Proprietary Information)
, and (MSA._Supplier = Supplier)
can verify the development of such information by written documentation)
.
)
)
)
(MSA.Conf.OneWay.LI = - (MSA.Conf.OneWay.Sec = (MSA.Conf.OneWay.Ti = (MSA._Supplier = Supplier)
Information)
(MSA.Conf.OneWay.sec = Knowledge or information of any kind disclosed to (MSA._Company = Company)
shall be deemed to have been disclosed without financial or other obligation on the part of (MSA._Company = Company)
to hold the same in confidence, and (MSA._Company = Company)
shall have full right to use and disclose such information without any compensation beyond that specifically provided by (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
)
)
(MSA.Conf.Publicity.LI = - (MSA.Conf.Publicity.Sec = (MSA.Conf.Publicity.Ti = Publicity)
(MSA.Conf.Publicity.sec = In addition to the other confidentiality obligations under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, (MSA._Supplier = Supplier)
shall not make any announcement, take or release any photographs (except for its internal operation purposes for performing the (MSA._Services = Services)
) or release any information concerning (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
or any part thereof or with respect to its business relationship with (MSA._Company = Company)
to any member of the public or press, any business entity or official body except as required by applicable law, rule, injunction or administrative order, unless prior written consent is obtained from (MSA._Company = Company)
. If (MSA._Supplier = Supplier)
determines it is obligated by law or a governmental authority to make any such announcement or release, (MSA._Supplier = Supplier)
shall promptly notify (MSA._Company = Company)
and cooperate with (MSA._Company = Company)
to ensure that suitable confidentiality obligations are afforded such information.)
)
)
(MSA.Conf.Monitor.LI = - (MSA.Conf.Monitor.Sec = (MSA.Conf.Monitor.Ti = System Monitoring)
(MSA.Conf.Monitor.sec = (MSA._Supplier = Supplier)
agrees that the (MSA._Company = Company)
may, at any time, without further consent, access and monitor any usage by (MSA._Supplier = Supplier)
or (MSA._Supplier_Personnel = Supplier Personnel)
of any (MSA._Company = Company)
information, systems and resources, including without limitation: computers, computer software, electronic mail, online services, voicemail, facsimile machines, telephones and photocopiers.)
)
)
)
(MSA.Conf.00.sec = )
)
)
)
(Indemnity.Sec = (WorldCC.Indemnity.Sec = (WorldCC.Indemnity.Ti = Indemnification)
(WorldCC.Indemnity.sec = (WorldCC.Indemnity.0.sec = )
(WorldCC.Indemnity.xlist = - (WorldCC.Indemnity.Secs = (WorldCC.Indemnity.1.Sec = (WorldCC.Indemnity.1.Ti = Indemnification by {_P2})
(WorldCC.Indemnity.1.sec = (WorldCC.Indemnity.1.0.sec = The {_P2} shall indemnify the {_P1} against all losses and expenses arising out of any proceeding:)
(WorldCC.Indemnity.1.xlist = - (WorldCC.Indemnity.1.secs = (WorldCC.Indemnity.1.1.sec = brought by either a third party or the {_P1}; and)
- (WorldCC.Indemnity.1.2.sec = that arises out of any breach by the {_P2} of its obligations, representations, warranties, or covenants under this agreement.)
)
)
(WorldCC.Indemnity.1.00.sec = )
)
)
(WorldCC.Indemnity.2.Sec = (WorldCC.Indemnity.2.Ti = Mutual Indemnification)
(WorldCC.Indemnity.2.sec = (WorldCC.Indemnity.2.0.sec = Each party (as an "(WorldCC._Indemnifying_Party = Indemnifying Party)
") shall indemnify the other (as an "(WorldCC._Indemnified_Party = Indemnified Party)
") against all losses arising out of any proceeding:)
(WorldCC.Indemnity.2.xlist = - (WorldCC.Indemnity.2.secs = (WorldCC.Indemnity.2.1.sec = brought by either a third party or an (WorldCC._Indemnified_Party = Indemnified Party)
; and)
- (WorldCC.Indemnity.2.2.sec = that arises out of the (WorldCC._Indemnifying_Party = Indemnifying Party)
's willful misconduct or gross negligence.)
)
)
(WorldCC.Indemnity.2.00.sec = )
)
)
)
)
(WorldCC.Indemnity.00.sec = )
)
)
- (MSA.Assure.Sec = (MSA.Assure.Ti = Indemnities and Insurance)
(MSA.Assure.sec = - (MSA.Assure.General.Sec = (MSA.Assure.General.Ti = General)
(MSA.Assure.General.sec = (MSA._Supplier = Supplier)
shall take all necessary precautions to prevent the occurrence of any injury to persons, property or the environment during the progress of work and ensure that (MSA._Supplier_Personnel = Supplier Personnel)
neither pose a threat to (MSA._Company = Company)
’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due solely and directly to (MSA._Company = Company)
, (MSA._Supplier = Supplier)
shall release, defend, hold harmless and indemnify (MSA._Company = Company)
, its directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs (including reasonable attorneys’ fees), fines, penalties, expenses or liabilities, including without limitation claims for personal injury or property or environmental damage, resulting from or in any way connected with any act or omission of (MSA._Supplier_Personnel = Supplier Personnel)
, (MSA._Supplier = Supplier)
, its agents, employees or subcontractors, whether acting in the course of their employment or otherwise, in connection with, but not limited to, all of the representations, warranties or covenants contained in (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
. In addition, (MSA._Supplier = Supplier)
shall indemnify, defend and hold (MSA._Company = Company)
harmless from and against any claims, costs or expenses, including, but not limited to, reasonable attorneys' fees, arising out of or in connection with any employment claims, i.e., workers compensation, harassment or discrimination claims, or breaches of Sections (MSA.Conf.Engage.Xnum = (MSA.Conf.Xnum = 5)
.1)
, (MSA.Comply.Xnum = 13)
or (MSA.Environment.Xnum = 14)
or (MSA.Schedule_B = Schedule B)
hereto by (MSA._Supplier = Supplier)
or (MSA._Supplier = Supplier)
's Personnel. (MSA._Supplier = Supplier)
agrees to include this clause in all related subcontracts. (MSA._Supplier = Supplier)
further agrees to indemnify (MSA._Company = Company)
for any attorneys’ fees or other costs (MSA._Company = Company)
incurs in the event that (MSA._Company = Company)
has to file a lawsuit to enforce any indemnity or additional insured provisions of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
)
- (MSA.Assure.IP.Sec = (MSA.Assure.IP.Ti = (MSA._Intellectual_Property = Intellectual Property)
)
(MSA.Assure.IP.sec = (MSA._Supplier = Supplier)
shall indemnify, defend and hold (MSA._Company = Company)
harmless from any suit or proceeding brought against (MSA._Company = Company)
or its customers based on any claim that any (MSA._Services = Services)
, systems, article or apparatus, or any part thereof constituting (MSA._Services = Services)
and/or any deliverables furnished under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent, copyright or other (MSA._Intellectual_Property = Intellectual Property)
right. If notified promptly in writing and given authority, information and assistance, at (MSA._Supplier = Supplier)
's expense, for the defense of same, (MSA._Supplier = Supplier)
shall pay all damages, costs and expenses incurred or awarded therein, including, but not limited to, reasonable attorneys’ fees. If use of any systems, article, apparatus, part, device, process, (MSA._Service = Service)
and/or any deliverable is enjoined, (MSA._Supplier = Supplier)
shall, at its own expense and in the following order, subject to commercial practicality, either: a) procure for (MSA._Company = Company)
the right to continue using such (MSA._Service = Service)
, system, article or apparatus, part, device, process or deliverable; b) replace same with a non infringing equivalent; or c) remove such system, article or apparatus, part, device, process or deliverable or halt such (MSA._Service = Service)
and refund the purchase price and, if applicable, the transportation and installation costs thereof.)
)
- (MSA.Assure.Insurance.Sec = (MSA.Assure.Insurance.Ti = Insurance Coverage)
(MSA.Assure.Insurance.sec = (MSA.Assure.Insurance.0.sec = During the Term of (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, (MSA._Supplier = Supplier)
, shall at its own cost, obtain and keep in force for the benefit of (MSA._Supplier = Supplier)
and (MSA._Company = Company)
all insurance/and or bonds required by law and the following insurance to be issued by insurance carriers with a minimum rating in A.M. Best’s of A:VIII or better with minimum limits as set forth below:)
(MSA.Assure.Insurance.xlist = (MSA.Assure.Insurance.Olist = - (MSA.Assure.Insurance.Secs = (MSA.Assure.Insurance.secs = (MSA.Assure.Insurance.1.sec = Worker’s Compensation and Employers Liability Insurance per statutory requirements.)
- (MSA.Assure.Insurance.2.sec = Commercial General Liability with minimum limits for Bodily Injury and Property Damage on an occurrence basis of: {General.Occur.$} per occurrence; {General.Total.$} aggregate.)
- (MSA.Assure.Insurance.3.sec = Business Automobile Liability Insurance covering all vehicles used in connection with the work and covering Bodily Injury and Property Damage with a minimum limit equal to: {Auto.Occur.$} per accident.)
- (MSA.Assure.Insurance.4.sec = Professional Errors and Omissions Insurance covering the activities of (MSA._Supplier = Supplier)
written on a "claims made” basis with a minimum limit equal to: {Prof.Occur.$} per occurrence.)
)
)
)
)
(MSA.Assure.Insurance.00.sec = )
)
)
- (MSA.Assure.Add.Sec = (MSA.Assure.Add.Ti = Additional Insurance Requirements)
(MSA.Assure.Add.sec = (MSA.Assure.Add.0.sec = )
(MSA.Assure.Add.xlist = (MSA.Assure.Add.Olist = - (MSA.Assure.Add.Secs = (MSA.Assure.Add.secs = (MSA.Assure.Add.1.sec = (MSA._Company = Company)
shall be named as additional insured under the policies of insurance set forth in subsections (MSA.Assure.Insure.General.Xnum = (MSA.Assure.Insure.Xnum = (MSA.Assure.Xnum = 11)
.3)
.2)
-(MSA.Assure.Insure.Errors.Xnum = (MSA.Assure.Insure.Xnum = (MSA.Assure.Xnum = 11)
.3)
.4)
above for any and all purposes arising out of or connected to the (MSA._Services = Services)
.)
- (MSA.Assure.Add.2.sec = It is the intent of both parties to (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
that all insurance purchased by (MSA._Supplier = Supplier)
in compliance with (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, will be primary to any other insurance owned, secured, or in place by (MSA._Company = Company)
, which insurance shall not be called upon by (MSA._Supplier = Supplier)
's insurer to contribute in any way. (MSA._Supplier = Supplier)
shall secure endorsements to this effect from all insurers of such policies.)
- (MSA.Assure.Add.3.sec = At (MSA._Company = Company)
’s request, (MSA._Supplier = Supplier)
shall furnish (MSA._Company = Company)
with certificates of insurance and with copies of original endorsements effecting coverage required by this clause. The certificates and endorsements shall identify (MSA._Company = Company)
as an additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. (MSA._Company = Company)
reserves the right to require complete, certified copies of all required insurance policies, at any time.)
- (MSA.Assure.Add.4.sec = All policies provided for herein shall expressly provide that such policies shall not be canceled, terminated or altered without sixty (60) days prior written notice to (MSA._Company = Company)
.)
- (MSA.Assure.Add.5.sec = All insurance specified in this section shall contain a waiver of subrogation in favor of the (MSA._Company = Company)
, its Affiliates and their respective employees for all losses and damages covered by the insurance required by this section.)
)
)
)
)
(MSA.Assure.Add.00.sec = )
)
)
)
)
)
(IntellectualPropertyOwnership.Sec = (WorldCC.IntellectualPropertyOwnership.Sec = (WorldCC.IntellectualPropertyOwnership.Ti = Intellectual Property)
(WorldCC.IntellectualPropertyOwnership.sec = (WorldCC.IntellectualPropertyOwnership.0.sec = )
(WorldCC.IntellectualPropertyOwnership.xlist = (WorldCC.IntellectualPropertyOwnership.Olist = - (WorldCC.IntellectualPropertyOwnership.Secs = (WorldCC.IntellectualPropertyOwnership.1.Sec = (WorldCC.IntellectualPropertyOwnership.1.Ti = Preexisting Intellectual Property)
(WorldCC.IntellectualPropertyOwnership.1.sec = Each party will retain exclusive interest in and ownership of its (WorldCC._Intellectual_Property = Intellectual Property)
existing prior to this agreement or developed outside the scope of this agreement.)
)
- (WorldCC.IntellectualPropertyOwnership.2.Sec = (WorldCC.IntellectualPropertyOwnership.2.Ti = Independently Developed Intellectual Property)
(WorldCC.IntellectualPropertyOwnership.2.sec = Any (WorldCC._Intellectual_Property = Intellectual Property)
developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.)
)
- (WorldCC.IntellectualPropertyOwnership.3.Sec = (WorldCC.IntellectualPropertyOwnership.3.Ti = Jointly Developed Intellectual Property)
(WorldCC.IntellectualPropertyOwnership.3.sec = In the event that the parties jointly develop (WorldCC._Intellectual_Property = Intellectual Property)
, the parties shall engage in good faith negotiations to establish their respective rights. In the event the parties cannot reach an agreement with regard to such jointly developed property, each party will have equal ownership and rights in such intellectual property, without further obligation and without a duty to account to the other party.)
)
- (WorldCC.IntellectualPropertyOwnership.4.Sec = (WorldCC.IntellectualPropertyOwnership.4.Ti = Intellectual Property Definition)
(WorldCC.IntellectualPropertyOwnership.4.sec = (WorldCC.IntellectualPropertyOwnership.4.0.sec = "(WorldCC._Intellectual_Property = Intellectual Property)
" means any and all of the following in any jurisdiction throughout the world)
(WorldCC.IntellectualPropertyOwnership.4.xlist = - (WorldCC.IntellectualPropertyOwnership.4.secs = (WorldCC.IntellectualPropertyOwnership.4.1.sec = trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing;)
- (WorldCC.IntellectualPropertyOwnership.4.2.sec = copyrights, including all applications and registrations related to the foregoing;)
- (WorldCC.IntellectualPropertyOwnership.4.3.sec = trade secrets and confidential know-how;)
- (WorldCC.IntellectualPropertyOwnership.4.4.sec = patents and patent applications;)
- (WorldCC.IntellectualPropertyOwnership.4.5.sec = websites and internet domain name registrations;and)
- (WorldCC.IntellectualPropertyOwnership.4.6.sec = other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). )
)
)
(WorldCC.IntellectualPropertyOwnership.4.00.sec = )
)
)
)
)
)
(WorldCC.IntellectualPropertyOwnership.00.sec = )
)
)
- (MSA.IP.Sec = (MSA.IP.Ti = (MSA._Intellectual_Property = Intellectual Property)
)
(MSA.IP.sec = (MSA.IP.0.sec = )
(MSA.IP.xlist = - (MSA.IP.CP.Sec = (MSA.IP.CP.Ti = (MSA._Company_Property = Company Property)
)
(MSA.IP.CP.sec = - (MSA.IP.CP.Reserve.Sec = (MSA.IP.CP.Reserve.Ti = Title)
(MSA.IP.CP.Reserve.sec = (MSA._Supplier = Supplier)
acknowledges that (MSA._Company = Company)
claims and reserves all rights and benefits afforded under federal and international intellectual property laws in all (MSA._Intellectual_Property = Intellectual Property)
and (MSA._Proprietary_Information = Proprietary Information)
furnished by (MSA._Company = Company)
to (MSA._Supplier = Supplier)
hereunder and that (MSA._Supplier = Supplier)
is granted only a limited right of use of such (MSA._Intellectual_Property = Intellectual Property)
and (MSA._Proprietary_Information = Proprietary Information)
as set forth in (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
.)
)
- (MSA.IP.CP.Assign.Sec = (MSA.IP.CP.Assign.Ti = Assignment and Recordation of (MSA._Company_Property = Company Property)
)
(MSA.IP.CP.Assign.sec = (MSA.IP.CP.Assign.0.sec = (MSA._Supplier = Supplier)
agrees that:)
(MSA.IP.CP.Assign.xlist = (MSA.IP.CP.Assign.Olist = - (MSA.IP.CP.Assign.Secs = (MSA.IP.CP.Assign.secs = (MSA.IP.CP.Assign.1.sec = All copyrightable (MSA._Intellectual_Property = Intellectual Property)
, which are created by (MSA._Supplier = Supplier)
pursuant to (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, shall be deemed "Works Made for Hire", as that phrase is defined in Section 101 of the United States Copyright Act, 17 U.S.C. § 101, and used in 17 U.S.C. § 201, on behalf of (MSA._Company = Company)
, and (MSA._Company = Company)
shall own all right, title and interest, including the worldwide copyright, in and to such materials;)
- (MSA.IP.CP.Assign.2.sec = (MSA._Supplier = Supplier)
hereby assigns and agrees to assign to (MSA._Company = Company)
all of its respective rights, title, and interest in (MSA._Company_Property = Company Property)
, including all rights of inventorship and authorship, all patents and patent applications, all copyrights, all trademark and service mark rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights and all other intellectual property rights of any type (collectively referred to herein as "(MSA._IP_Rights = IP Rights)
”);)
- (MSA.IP.CP.Assign.3.sec = (MSA._Supplier = Supplier)
and (MSA._Supplier = Supplier)
's successors in interest will, at (MSA._Company = Company)
's request and without further consideration, communicate to (MSA._Company = Company)
any facts known to them respecting (MSA._Company_Property = Company Property)
, and testify in any legal proceedings, make all rightful oaths, sign all lawful papers and other instruments and generally do everything possible for title to the (MSA._IP_Rights = IP Rights)
in the (MSA._Company_Property = Company Property)
to be clearly and exclusively held by (MSA._Company = Company)
; and)
- (MSA.IP.CP.Assign.4.sec = (MSA._Supplier = Supplier)
agrees that it will not apply for any state, federal or other U.S. or foreign jurisdiction's registration of rights in any of the (MSA._Company_Property = Company Property)
and that it will not oppose or object in any way to applications for registration of same by (MSA._Company = Company)
or others designated by (MSA._Company = Company)
.)
)
)
)
)
(MSA.IP.CP.Assign.00.sec = )
)
)
)
)
- (MSA.IP.SP.Sec = (MSA.IP.SP.Ti = Supplier’s Intellectual Property)
(MSA.IP.SP.sec = (MSA.IP.SP.0.sec = If (MSA._Supplier = Supplier)
intends to exclude any (MSA._Intellectual_Property = Intellectual Property)
from the assignment in Section (MSA.IP.CP.Assign.Xnum = (MSA.IP.CP.Xnum = (MSA.IP.Xnum = 6)
.1)
.2)
above, it must list such (MSA._Intellectual_Property = Intellectual Property)
on (MSA.Schedule_F = Schedule F)
hereto, (MSA._Supplier's_Reserved_Intellectual_Property = Supplier's Reserved Intellectual Property)
, and obtain a (MSA._Company = Company)
representative’s signature on (MSA.Schedule_F = Schedule F)
before incorporating Supplier’s (MSA._Intellectual_Property = Intellectual Property)
into the (MSA._Services = Services)
and/or any deliverables under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
. (MSA._Supplier = Supplier)
will own approved "(MSA._Supplier's_Reserved_Intellectual_Property = Supplier's Reserved Intellectual Property)
” reflected on a properly executed (MSA.Schedule_F = Schedule F)
. However, (MSA._Supplier = Supplier)
grants (MSA._Company = Company)
a fully-paid, perpetual, irrevocable, world-wide, non-exclusive license to: )
(MSA.IP.SP.xlist = (MSA.IP.SP.Olist = - (MSA.IP.SP.Secs = (MSA.IP.SP.secs = (MSA.IP.SP.1.sec = prepare derivative works from (MSA._Supplier's_Reserved_Intellectual_Property = Supplier's Reserved Intellectual Property)
(using either (MSA._Company = Company)
's own employees or independent contractors);)
- (MSA.IP.SP.2.sec = reproduce (MSA._Supplier's_Reserved_Intellectual_Property = Supplier's Reserved Intellectual Property)
and derivative works therefrom; and)
- (MSA.IP.SP.3.sec = make, use, distribute, perform, display and transmit (MSA._Supplier's_Reserved_Intellectual_Property = Supplier's Reserved Intellectual Property)
and derivative works and reproductions thereof, and to sublicense the rights granted to (MSA._Company = Company)
in this paragraph.)
)
)
)
)
(MSA.IP.SP.00.sec = )
)
)
- (MSA.IP.3P.Sec = (MSA.IP.3P.Ti = (MSA._Third_Party_Intellectual_Property = Third Party Intellectual Property)
)
(MSA.IP.3P.sec = (MSA.IP.3P.0.sec = )
(MSA.IP.3P.xlist = (MSA.IP.3P.Olist = - (MSA.IP.3P.Secs = (MSA.IP.3P.secs = (MSA.IP.3P.1.sec = any software, applications, or components or other materials subject to (MSA._Intellectual_Property = Intellectual Property)
rights owned by any party (including (MSA._Supplier = Supplier)
) other than (MSA._Company = Company)
("(MSA._Third_Party_Intellectual_Property = Third Party Intellectual Property)
”); or)
- (MSA.IP.3P.2.sec = any software, applications, or components or other materials, which are functionally dependent upon (MSA._Company = Company)
’s use of (MSA._Third_Party_Intellectual_Property = Third Party Intellectual Property)
.)
)
)
)
)
(MSA.IP.3P.00.sec = If (MSA._Company = Company)
provides such written authorization, (MSA._Supplier = Supplier)
shall, in the absence of written agreement to the contrary, provide, at no expense to (MSA._Company = Company)
, all licenses to such (MSA._Third_Party_Intellectual_Property = Third Party Intellectual Property)
and which (MSA._Company = Company)
does not already have and which are reasonably necessary for (MSA._Company = Company)
to lawfully make all uses of the (MSA._Services = Services)
and/or any deliverables contemplated in (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
)
)
)
- (MSA.IP.CodeEscrow.Sec = (MSA.IP.CodeEscrow.Ti = Escrow of Code)
(MSA.IP.CodeEscrow.sec = (MSA.IP.CodeEscrow.0.sec = )
(MSA.IP.CodeEscrow.xlist = (MSA.IP.CodeEscrow.Olist = - (MSA.IP.CodeEscrow.Secs = (MSA.IP.CodeEscrow.secs = (MSA.IP.CodeEscrow.1.sec = (MSA.IP.CodeEscrow.1.0.sec = To the extent that any deliverables provided by (MSA._Supplier = Supplier)
under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
include software, upon (MSA._Company = Company)
’s request, (MSA._Supplier = Supplier)
agrees to deposit in escrow:)
(MSA.IP.CodeEscrow.1.xlist = (MSA.IP.CodeEscrow.1.Olist = - (MSA.IP.CodeEscrow.1.Secs = (MSA.IP.CodeEscrow.1.secs = (MSA.IP.CodeEscrow.1.1.sec = with an escrow agent designated by (MSA._Company = Company)
; and)
- (MSA.IP.CodeEscrow.1.2.sec = pursuant to a written escrow agreement to be approved by (MSA._Company = Company)
in writing any and all materials relating to such software delivered under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, included, but not limited to a copy of the object code, source code, documentation and all annotations thereto ("(MSA._Materials = Materials)
”).)
)
)
)
)
(MSA.IP.CodeEscrow.1.00.sec = )
)
- (MSA.IP.CodeEscrow.2.sec = (MSA._Company = Company)
agrees to pay any amount necessary to create such escrow account and/or any related deposit fees. )
- (MSA.IP.CodeEscrow.3.sec = The escrow agreement shall provide, among other things, that in the event (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
is terminated for insolvency or default as provided in Sections (MSA.Life.Stop.ForInsolvency.Xnum = (MSA.Life.Xnum = 2)
.4)
or (MSA.Life.Stop.ForDefault.Xnum = (MSA.Life.Xnum = 2)
.5)
below, the escrowed (MSA._Materials = Materials)
shall be delivered to (MSA._Company = Company)
.)
- (MSA.IP.CodeEscrow.4.sec = (MSA._Company = Company)
is hereby granted a license to use the (MSA._Materials = Materials)
, when delivered to repair, modify, improve upon and use the deliverables under his Agreement as contemplated under (MSA._this_Agreement = this (MSA._Agreement = Agreement)
)
, including but not limited to the rights to reproduce, prepare derivative works, distribute, perform, display and transmit.)
)
)
)
)
(MSA.IP.CodeEscrow.00.sec = )
)
)
)
(MSA.IP.00.sec = )
)
)
)
)
)