By Blueprint Clause Samples
The "By Blueprint" clause establishes that the construction or delivery of goods or services must strictly adhere to a specific set of plans, drawings, or specifications—commonly referred to as the blueprint. In practice, this means that the contractor or supplier is obligated to follow the detailed instructions and requirements outlined in the blueprint, and any deviations typically require prior written approval from the other party. This clause ensures that the final product meets the agreed-upon standards and expectations, thereby minimizing disputes over quality or conformity and providing a clear reference point for performance obligations.
By Blueprint. Blueprint will indemnify, defend, and hold harmless Zai, its Affiliates, and their directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “Zai Indemnitee(s)”) from and against all Losses incurred in connection with any Third Party Claims to the extent from or relating to (a) the Exploitation of the Blueprint Compounds or the Licensed Products, by or on behalf of Blueprint or any of its Affiliates, licensees (not including Zai or its Affiliates, Sublicensees, or its Subcontractors), Sublicensees, or Subcontractors, including product liability claims arising from such Exploitation, and including such Exploitation prior to the Effective Date or after the effective date of termination of this Agreement (including when acting as an exclusive distributor pursuant to Section 15.3.2 (Appointment as Exclusive Distributor), if applicable), (b) the negligence or willful misconduct of Blueprint or any of its Affiliates, licensees (not including Zai or its Affiliates, Sublicensees, or its Subcontractors), Sublicensees, or Subcontractors, (c) Blueprint’s or its Affiliate’s, licensee’s (not including Zai or its Affiliates, Sublicensees, or its Subcontractors), Sublicensee’s, or Subcontractor’s breach of any of its representations, warranties, covenants, or obligations set forth in this Agreement, (d) the failure of Blueprint or any of its Affiliates, licensees (not including Zai or its Affiliates, Sublicensees, or Subcontractors), Sublicensees, or Subcontractors to abide by any Applicable Law, or (e) any claim or demand from any employee or contractor of Blueprint or its Affiliate who is an inventor of any Joint Collaboration Technology with respect to the ownership thereof, in each case of clauses (a) through (e) above, except to the extent such Third Party Claims arise out of any of a Zai Indemnitee’s negligence or willful misconduct, breach of its representations, warranties, covenants, or obligations set forth in this Agreement or failure to abide by any Applicable Law.
By Blueprint. Blueprint may publish or present, without Clementia’s prior approval, the academic, scientific or medical abstracts, articles, papers, presentations or other type of public disclosures described on Schedule 7.2.2(b)(ii); provided that, Blueprint shall provide a copy of any such disclosure to Clementia; and provided further that Clementia provides any comments with respect to such disclosure in writing promptly and in no event later than [***] after receipt of the proposed material (or [***] in the case of an abstract), then Blueprint will consider in good faith any such timely comments provided by Clementia.
By Blueprint. Blueprint assumes all responsibility for and hereby agrees to indemnify, defend and hold harmless Institution and its trustees, directors, officers and employees (collectively, “Institution Indemnified Parties”) from and against any damages, liabilities and expenses (including, but not limited to reasonable attorneys’ fees and expenses) incurred by Institution Indemnified Parties in connection with any third party claim to the extent arising out of: (a) any breach by Blueprint of any its representations, warranties or covenants under this Agreement; or (b) the gross negligence or intentional misconduct of Blueprint or any of its agents or employees, except in each case to the extent the damages, liabilities or expenses are attributable to the gross negligence or willful misconduct of an Institution Indemnified Party or breach by Institution of any term of this Agreement or are otherwise the subject of Institution’s indemnification obligation to Blueprint under Section 4.2.