7. | Intellectual Property |
7.1 | In the event the work agreed under the Agreement results in the coming into being of software or other business for which of copy right and/or other intellectual and technical property rights is applied for and granted, these rights shall vest the exclusively in SDS, unless agreed otherwise in writing, and the Client shall have a non-exclusive, non-transferable licence to use the products for the term of the Agreement. |
7.2 | All Intellectual and Technical Property Rights in the available software, databases, equipment or other materials such as analyses, design, documentation, reports, quotations and any preparatory materials shall vest in SDS or her licence holder or suppliers. Any and all Intellectual Property Rights created, developed or arising directly or indirectly out of the performance of the Services including without limit those created as a result of any amendment or upgrade to the Software or subsisting in any materials provided by SDS in the performance of the Services shall vest in SDS Medical BV and remain at all times her property. SDS grants to the Client a non-exclusive, non-transferable license to use the products for the term of the Agreement. The Client may, to the extent allowed by local law, not copy or decompile nor reverse engineer, or disassemble the software, databases and other materials. |
7.3 | The Client shall not change or remove any indication as to copyright, brands, trade name or other intellectual or industrial rights from the software, databases, equipment and materials nor any indication as to the confidentiality of information or data, especially the software. |
7.4 | The Client shall not remove or evade the security of software, databases or equipment. In the event the Client is not able to make a reserve copy of the software because of the security measures, SDS shall, at the request of the Client, make a reserve copy for the Client. The Client has the right to one (1) copy of the software and databases. The reserve copy shall be an identical copy and shall have the same labels and indications mentioned in art. 7.3 as the original software. |
7.5 | SDS shall indemnify Client from any action, based on the thesis that the developed software, databases, equipment or materials of SDS breach the Dutch Law of intellectual and technical property right under the condition that the Client informs SDS immediately in writing about the existence and content of the legal action and the settlement of the case, amongst others a possible settlement, completely leaves to SDS. The Client is obliged to grant SDS the necessary powers of attorney, the reasonable necessary information and cooperation in order to enable SDS, if necessary in the name of the Client, to defend herself against these actions. This indemnification shall lapse under the following circumstances: - If and so far the breach is related to changes made to the software, databases or materials by the Client or by third parties by order of the Client; or - With the use of software not supplied by SDS; or - If the equipment, software and/or materials are used in a different manner for which it was developed or was intended. |
7.6 | In the event it is legally irrevocably determined that the developed software, databases, equipment and or materials breach the intellectual and technical property rights of a third party or in the event SDS is of the opinion that there is a reasonable chance that such a breach occurs, SDS shall take back the supplied goods whilst crediting the acquisition costs minus a reasonable reimbursement for use or, if SDS so wishes, SDS shall take care that the Client can continue to use uninterrupted the supplied or functional equivalent of other software, databases, equipment or materials. Any other or further liability or indemnity obligation of SDS because of the breaching of intellectual and technical property rights of third parties if excluded. Included here is the liability and indemnity obligations of SDS for breaches - Connected with adaptations of the equipment, software and/or materials supplied by others than SDS; or - Connected with the usage of software not supplied by SDS; or - Connected with different usage of the equipment, software and/ or material for which it was developed or intended. |
7.7 | In the event the Client makes available to SDS under the Agreement, equipment, software, databases or materials for the usage, processing, management or maintenance by SDS the Client shall guarantee that he is allowed to make it available and that SDS, by using, processing, managing or maintaining shall not breach third party rights. The Client shall indemnify SDS and shall reimburse all costs and damages in connection with any claim of by a third part based on the thesis that the making available, usage or processing is a breach of third party rights. |