Common use of Client-supplied Materials Clause in Contracts

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. 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.