Proprietary Research Clause Samples

Proprietary Research. External Users, as well as Core Partners, may use ExFAB facilities to conduct Proprietary Research and, in such event, the following terms will apply: i. The ExFAB Core Partners will not enter into any non-disclosure agreements for, and will not accept any export-controlled data, information, or technology in connection with the Proprietary Research. ii. All data and Materials, and any Intellectual Property rights thereto, provided to ExFAB by the User or generated in the performance of Proprietary Research is exempt from Section 3.b. and 5.b. iii. External Partners have the sole responsibility to examine and assess whether the performance of the research in relation to the External Partner Materials and/or the use of the results thereof infringes the Intellectual Property Rights and proprietary rights belonging to a third party. If the performance of the project and/or the use of the results thereof requires that a license is obtained from a third party, the External Partner must pay any and all costs in connection with obtaining the license. The External Partner is obliged to indemnify, hold harmless and defend Core Partners against any and all expenses, costs of defense (including without limitation attorneys' fees, witness fees claims for damages, demands, actions, liabilities, judgments, fines and amounts paid in settlement) and other amounts that Core Partners becomes legally obliged to pay because of any claim(s) against it by a third party stating that Core Partners’ use of the External User’s proprietary materials in connection with the performance of the Services, and in accordance with this Agreement, infringes the Intellectual Property Rights and proprietary rights belonging to such third party.