Customer-Owned Tooling definition
Examples of Customer-Owned Tooling in a sentence
Without Customer’s prior written consent, Manufacturer shall not at any time use any Customer-Owned Tooling for the production of goods or products or the performance of services for or on behalf of any third party or for any purposes other than the performance of services or manufacture of Products for Customer pursuant to this Agreement.
Manufacturer will be responsible for any loss of or damage to Customer-Owned Tooling, other than normal wear and tear, while on Manufacturer’s premises or in its control, will develop a maintenance plan and use commercially reasonable efforts to maintain any Customer-Owned Tooling in good condition and repair, and will provide all necessary calibration services for such Customer-Owned Tooling except to the extent such loss or damage is not attributable to Manufacturer.
Upon Customer’s request (during or after the term of this Agreement) and at Customer’s sole expense, Supplier will cooperate with Customer in all ways reasonably necessary to facilitate the Customer-directed destruction, delivery, or other disposition of any Customer-Owned Tooling under this Agreement.
Manufacturer shall not be prohibited from using its own tooling for any third party if designed without using or copying any Customer-Owned Tooling.
Customer shall be responsible for insurance, repair or extraordinary costs of maintenance of the Customer-Owned Tooling.
Upon Customer’s request (during or after the term of this Agreement), Manufacturer will cooperate with Customer in all ways reasonably necessary to facilitate the Customer-directed destruction, delivery, or other disposition of any Customer-Owned Tooling that is no longer used to produce Products under this Agreement; if the foregoing mentioned Customer-directed destruction, delivery, or other disposition results in occurrence of any costs, Customer shall reimburse Manufacturer for such costs.
Supplier hereby irrevocably transfers and assigns to Customer, and agrees to transfer and assign to Customer, all right, title, and interest, including all Intellectual Property Rights, that Supplier may at any time have or acquire in or to: (i) the Product Design (and any improvements or modifications thereto); (ii) any and all Deliverables and Specifications, and (iii) any and all Customer-Owned Tooling.
Buyer shall return any Customer-Owned Tooling Product to its owner upon the written or oral request of such owner.
Buyer agrees to maintain the Customer-Owned Tooling in accordance with industry standards and to apply the same standard of care to the Customer-Owned Tooling that Buyer applies to its own property.
Buyer agrees to (i) hold the Customer-Owned Tooling for the benefit of each owner of Customer-Owned Tooling and (ii) notify the owners of the Customer-Owned Tooling pursuant to a letter, the form of which is agreed to by Seller, that such Customer-Owned Tooling is in the possession of Buyer within thirty (30) days after the Closing Date.