Client-supplied Materials Sample Clauses
The Client-supplied Materials clause defines the responsibilities and terms related to any materials, information, or resources provided by the client to the service provider for use in a project or contract. Typically, this clause clarifies what constitutes client-supplied materials, outlines the client's obligation to deliver them in a timely and suitable manner, and may address issues such as ownership, permitted use, and liability for defects or delays caused by these materials. Its core function is to ensure both parties understand their obligations regarding client-provided resources, thereby minimizing disputes and clarifying risk allocation if problems arise from the supplied materials.
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Client-supplied Materials. A. Client shall supply to Catalent for Processing, at Client’s cost, all Client-supplied Materials, in quantities sufficient to meet Client’s requirements for Product. Client shall deliver such items and associated certificates of analysis to the Facility no later than 60 days (but not earlier than 90 days, unless agreed to by the Parties or accepted by Catalent) before the Processing Date. Client’s failure to fulfill the foregoing obligations in this Section 3.1 shall not by itself give rise to a cause of action in Catalent or a right by it to terminate this Agreement. Client shall be responsible at its expense for securing any necessary DEA, export or import, similar clearances, permits or certifications required in respect of such supply. Catalent shall use such items solely for Processing. Prior to delivery of any such items, Client shall provide to Catalent a copy of all associated material safety data sheets, safe handling instructions and health and environmental information and any Regulatory certifications or authorizations that may be required under Applicable Laws relating to the API and Product, and shall promptly provide any updates thereto.
B. Following receipt of Client-supplied Materials, Catalent shall inspect such items employing such measures as are set forth in the Specifications. Catalent will receive, handle, store and use all Client-supplied Materials in compliance with all Applicable Laws and labeled storage requirements, or lacking labeled storage requirement, the written instructions of Client, as agreed to by Catalent, such agreement not to be unreasonably withheld. Unless otherwise expressly required by the Specifications, Catalent shall have no obligation to test such items to confirm that they meet the associated specifications or certificate of analysis or otherwise; but in the event that Catalent detects a nonconformity with Specifications, Catalent shall give Client prompt notice of such nonconformity. Catalent shall not be liable for any defects in Client-supplied Materials, or in Product resulting from defective Client-supplied Materials, unless Catalent failed to properly perform the foregoing obligations. Catalent shall follow Client’s reasonable written instructions in respect of return or disposal of defective Client-supplied Materials, at Client’s cost.
C. Client shall retain title to Client-supplied Materials at all times and shall bear the risk of loss thereof, except for losses to the extent due to the negligent a...
Client-supplied Materials. The Parties hereby acknowledge and agree that from time to time Celerate may require Client, or Client may desire to contribute materials to the Project for Celerate’s use, including, but not limited to, already-purchased stock photography, digital images of its logo, digital videos, source code generated in-house, marketing and/or technical materials to be included in a project (“Client Materials”). To the extent that any such Client Materials are provided to Celerate, Client hereby authorizes Celerate to use, reproduce and create derivative works from such Client Materials for purposes of including and integrating such Client Materials into the Project. Moreover, Client hereby represents and warrants to Celerate that any and all such Client Materials shall have been independently created or that Client has the full legal and unencumbered right in and to such Client Materials. Client further represents and warrants to Celerate that none of the Client Materials are the product of infringement of any third party’s rights or otherwise. Client hereby covenants and agrees to indemnify and hold Celerate, its employees, officers, members, consultants, contractors and vendors harmless in the event that Celerate incurs damage, injury, harm, cost and/or expense (including, but not limited to court costs and reasonable attorneys’ fees) as a result of Celerate’s use of such Client Materials or which directly or indirectly result from Client’s delivery of same to Celerate. Furthermore, the Parties hereby acknowledge and agree that it is solely Client’s responsibility when creating its own intellectual property-protected works or having Celerate create such works on its behalf, including, but not limited to, trademark-protected works and copyrightable materials, to perform its own due diligence and to take any and all measures necessary to ensure that such any such work(s) do not or will not knowingly infringe upon another’s intellectual property rights. Although Client may request that Celerate create a certain design, image or other work on behalf of the Client, the Parties hereby acknowledge and agree that Celerate takes no responsibility nor does it accept or assume any liability resulting from the creation of such design, image or other work, which it was directed to create by Client. Celerate fully relies upon Client’s representation and warranty, set forth above, that any and all such Work Product will not knowingly infringe on another’s rights.
Client-supplied Materials. Client shall deliver to PCD, at Client's sole cost and expense, such subscription, promotion, circulation, billing, correspondence, back issues and other materials and information (herein called "Materials") as PCD shall reasonably request as necessary for PCD to perform its services hereunder. Materials furnished by Client shall meet optical scanning computer addressing, mechanical inserting and other specifications furnished in writing by PCD to Client.
Client-supplied Materials. Client shall be responsible for the accuracy, completeness, and regulatory compliance of all information about Client or Client's products or services that Client provides to Vendor pursuant to this Agreement.
Client-supplied Materials. Except as expressly set forth in this Agreement or in a Work Plan or as otherwise agreed upon by the Parties, Client will be responsible for sourcing and providing to Hovione all Client-Supplied Materials, *, for all Development Services and Manufacturing Services. Hovione’s requirements for Client-Supplied Materials and the dates by which such Client-Supplied Materials must be provided to Hovione for the commencement of the applicable Services (a) will be set forth in the applicable Work Plan or otherwise mutually agreed to in writing for Development Services, and (b) is set forth in Section 5.5 for Manufacturing Services. Notwithstanding anything in this Agreement to the contrary, Hovione will not be in breach of its obligation to supply Product or perform Services by the agreed to delivery date and it will not constitute a Supply Failure if the delivery or performance delay is substantially the result of Client’s failure to meet its material obligations in accordance with the terms of this Agreement; provided that, if such failure is reasonably likely to cause the delivery or performance delay, Hovione promptly notifies Client thereof and provides Client with a reasonable estimate of the delay and Hovione uses all reasonable efforts to mitigate the delay. Hovione will promptly advise Client in writing of any Client-Supplied Materials that are lost or damaged, including any Material Loss.
Client-supplied Materials. Client, at its expense (including without limitation shipping costs), shall supply to Baxter, in a timely manner, all Client supplied Materials. B▇▇▇▇▇’▇ obligations with respect to evaluation and testing of incoming Client supplied Materials shall be set forth in the Quality Agreement
Client-supplied Materials. Identify if any Client —supplied materials in addition to those identified in Appendix A will be supplied by Client. Identify when such Client-Supplied Materials must be at the Hovione Facility for Services to commence
Client-supplied Materials. Commencing upon a Commercial Supply Election, Client agrees to use commercially reasonable efforts to build, over time, an inventory of Client-Supplied Materials at the Facility to support * of the Rolling Forecast, and will, at a minimum, provide Client-Supplied Materials to Hovione sufficient to enable Hovione to manufacture the then current binding portion of the Rolling Forecast at least *calendar days in advance of said requirement.
Client-supplied Materials. No Intellectual Property Infringement If the Client provides material for incorporation into the final product, they guarantee that this material does not infringe on existing intellectual property rights. This Contract is ongoing until the project's completion. Either party can terminate the agreement at any time by sending a notice to the other party, specifying the termination date (7 days from receipt). The contract officially ends once this period has passed. When terminating, the party must provide 7-day notice as per Section 11.4. The Contractor will cease work immediately upon receiving notice, unless otherwise stated. The Client will compensate the Contractor for completed work up to the termination date and reimburse them for agreed-upon, non-cancellable expenses. The following sections remain in effect even after the Contract's end: Sections 2 (Ownership and Licenses), 3 (Competitive Engagements), 4 (Non-Solicitation), 5 (Representations), 8 (Confidential Information), 9 (Limitation of Liability), 10 (Indemnity), and 11 (General). Confidential client information, including customer lists, business strategies, research & development notes, and other private data, will be treated with the utmost care by the Contractor. The Contractor acknowledges that this confidential information is off-limits for any purpose beyond completing its obligations under this Contract. For instance, if the Client allows the Contractor to use a customer list for sending out newsletters, the Contractor cannot utilize those email addresses for any other purposes without explicit permission from the Client. However, if the Client grants written consent, the Contractor may use the information accordingly. Upon termination of this Contract, the Contractor must return or destroy all confidential client information and confirm that it has done so. The Contractor guarantees that it will not disclose confidential client information to third parties unless authorized in writing by the Client. These obligations persist even after the Contract ends, except for circumstances where the Contractor can demonstrate that the information was already publicly available, became public through no fault of its own, or was known and had no obligation to keep it secret. When both parties agree on something going wrong, the Contractor might offer to defend the Client or cover their losses. The Client is also protected if they're sued for something caused by the Contractor. If someone sues the Cl...
Client-supplied Materials. Client expressly agrees and acknowledges that in the course of performance, SimpliMeta may access, utilize and, upon Client request, copy, adapt, modify and prepare derivative works of, the Client-Supplied Materials (as defined herein) and the Deliverables may consist, in whole or in part, of derivative works of Client-Supplied Materials, and Client hereby grants to SimpliMeta and its agents and subcontractors an irrevocable license, for the term of this Agreement, to do any and all of the foregoing. Client hereby represents, warrants and covenants to SimpliMeta that (a) Client has secured or will secure from all owners or proprietors of any and all Client-Supplied Materials, prior to delivering or making available such Client-Supplied Materials to SimpliMeta, all rights in, and consents of third parties with respect to, such Client-Supplied Materials reasonably necessary for SimpliMeta and its agents, and subcontractors to lawfully perform the Services and create the Deliverables and to do all acts related thereto described in this Agreement or in any SOW (including exercising any licenses granted hereunder); and (b) Client will maintain all rights and consents set forth at subsection (a) throughout the term of this Agreement. For purposes of this Agreement, “