Common use of Continuity of Supply Clause in Contracts

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer Philips may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s 's designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer Philips as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s Philips' notice or if within same period no precautions are taken by Supplier to Buyer’s Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer Philips will have the right to have the affected goods manufactured or services performed directly for Buyer Philips by the Subcontractor. At the same time Buyer Philips provides notice to Supplier, Buyer Philips will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer Philips immediately if Supplier does not cure the default or does not take precautions to Buyer’s Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to BuyerPhilips, Supplier will immediately provide to Buyer Philips all materials, specifications and other items necessary to enable BuyerPhilips, or a third party designated by BuyerPhilips, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer Philips a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s Philips' behalf. The Materials will be provided to Buyer’s Philips' third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for BuyerPhilips. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In 15.1 SUPPLIER shall within sixty (60) calendar days from the event that Supplier is in default under any Agreement, Buyer may notify Supplier Effective Date of its intent to have the goods manufactured this Agreement identify an escrow custodian (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “SubcontractorEscrow Custodian”) acceptable to both parties and contract with such Escrow Custodian (“Escrow Agreement”) for the pre-arranged holding and releasing of materials required to produce or by any third party designated by Buyer as stipulated below if such default have produced the Products (“Escrow Material”). Escrow Material shall include, but is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day periodlimited to, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications specifications, and other items necessary to enable BuyerDell, or a third party designated by BuyerDell, to manufacture, support, distribute, license license, and sell the goods or perform Products. Within thirty (30) calendar days after the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works execution of the Materials Escrow Agreement, SUPPLIER shall deposit with the Escrow Custodian the most current production level of the Escrow Material, as defined in the Escrow Agreement. Thereafter, SUPPLIER shall within ten (10) days after the release of an update to a Product, deposit updated Escrow Material with the Escrow Custodian. SUPPLIER agrees to bear the cost of establishing and maintaining the escrow account for the purposes Products and the costs associated with its compliance with this Section, including without limitation the costs of making, manufacturing any and supporting all document preparation necessary to meet the goods requirements of this Section and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties Escrow Agreement. If due to do the occurrence of any of the foregoing on Buyer’s behalf. The following events SUPPLIER is unable to or fails to provide Products for Dell: (a) any bankruptcy, reorganization, or other case or proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is commenced by or against SUPPLIER, and if such case or proceeding is not commenced by SUPPLIER, it is acquiesced in or remains undismissed for ninety (90) days; or (b) SUPPLIER ceases active operation of its business for any reason; or (c) SUPPLIER applies for or consents to the appointment of a trustee, receiver or other custodian for SUPPLIER or makes a general assignment for the benefit of its creditors; or (d) SUPPLIER does not remedy any supply * Confidential treatment requested issue within ninety (90) days of receipt of notice from Dell that a supply issue exists, then Dell shall have the right to receive possession of the Escrow Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of the Escrow Agreement and SUPPLIER agrees that it authorizes Dell to use the Escrow Material to produce or have produced the Products by sources other than SUPPLIER. Such authorization consists of a worldwide, non-exclusive manufacturing rights license to make or have made the Products only for use consistent with the terms of this section 14Agreement. Such license shall be in force until such time as SUPPLIER is able to resume manufacturing of the Products; provided, however, that if Dell has commenced manufacturing the Products, it shall be entitled to continue manufacturing the Products despite SUPPLIER’s ability to resume doing so, for * after SUPPLIER is able to resume manufacturing the Products. Dell may not sell, lease, or otherwise distribute Products other than as intended in this Agreement. Following the Escrow License Period, Dell shall return all of SUPPLIER’s Escrowed Material and documentation to SUPPLIER or its successor or trustee within thirty (30) calendar days.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-–exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-–disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer WEEN may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer WEEN as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s WEEN’ notice or if within same period no precautions are taken by Supplier to Buyer’s WEEN’ reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer WEEN will have the right to have the affected goods manufactured or services performed directly for Buyer WEEN by the Subcontractor. At the same time Buyer WEEN provides notice to Supplier, Buyer WEEN will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer WEEN immediately if Supplier does not cure the default or does not take precautions to Buyer’s WEEN’ reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to BuyerWEEN, Supplier will immediately provide to Buyer WEEN all materials, specifications and other items necessary to enable BuyerWEEN, or a third party designated by BuyerWEEN, to manufacture, ,support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer WEEN a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s WEEN’ behalf. The Materials will be provided to Buyer’s WEEN’ third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for BuyerWEEN. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.

Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s 's designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 4 and 10 of these Terms and Conditions, to any goods manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.