Personal Data Protection. To the extent Supplier has access to or receives Personal Data (as defined in the Personal Data Protection Act 2012 (Act 26 of 2012) (“PDPA”)) from Purchaser,
To the extent Supplier discloses Personal Data to Purchaser, Supplier undertakes to Purchaser that, by the time of such disclosure:
Intellectual Property All Purchaser Materials are the exclusive property of Purchaser. Purchaser shall retain ownership of all Intellectual Property Rights in the Purchaser Materials. The Supplier agrees and acknowledges that the Supplier shall not, without the prior written approval of Purchaser, use Purchaser's logo and/or name. Any use of Purchaser's logo and/or name shall adhere to the Purchaser's guidelines and/or such other reasonable guidelines and policies as Purchaser may notify from time to time. The Supplier shall submit to Purchaser, all materials created which use Purchaser's Materials for Purchaser's approval one (1) week prior to the intended use of the said materials. Purchaser reserves the right to object and/or refuse any proposed usage of Purchaser Materials if found inappropriate or outside of agreed terms. The Supplier agrees that (a) any goodwill derived from the use by the Supplier of the Purchaser Materials shall inure to the benefit of Purchaser. Purchaser may at any time call for a confirmatory assignment of that goodwill and the Supplier shall immediately execute it; and (b) the Supplier shall not apply for or obtain the registration of any Purchaser Materials or any trade mark which comprises or is confusingly similar to the Purchaser Materials for any goods or services in any country. All Intellectual Property Rights in any materials or documents created or commissioned by the Supplier for Purchaser pursuant to and/or for the purpose of delivering the Goods and/or performing the Services under this Agreement (“Commissioned Materials”) (if any) shall belong to Purchaser. Commissioned Materials include without limitation the Deliverables, and any and all updates and modifications to the Deliverables. Purchaser shall have the right, without any charge to any party whatsoever, to edit, modify, change, adapt, rearrange, translate and/or use the Commissioned Materials, in whole or in part, anywhere in the world, in any way as Purchaser deems fit for any purpose whatsoever. Supplier shall do all things necessary to effect the necessary transfer, assignment or other assurance for the Intellectual Property Rights in all Commissioned Materials to vest in the Purchaser when called upon by the Purchaser to do so. Supplier further warrants that it shall have the authority to effect the necessary transfer, assignment or other assurance as aforesaid. Where Supplier is the owner of any pre-existing Intellectual Property Rights included in the production of any of the Commissioned Materials (“Supplier’s IP”), Supplier hereby grants to Purchaser a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use the Supplier’s IP for Purchaser’s own purposes and/or in connection with Purchaser’s business. Where a third party content comprising pre-existing Intellectual Property Rights is included in the production of any of the Commissioned Materials, Supplier shall negotiate a grant of the required usage rights at either no additional charge or pre-agreed cost to Purchaser. Supplier warrants and represents to the Purchaser that, in relation to the provisions of the Goods,
Supplier shall fully indemnify Purchaser against any claim by any third party for infringement or alleged infringement of any Intellectual Property Rights which arises or would arise as a result of the Purchaser’s use of the Goods or as a result of Supplier’s performance of the Services. In the event of an alleged intellectual property infringement being made out, Supplier shall forthwith and without charge to Purchaser, (a) modify, alter or adjust the Goods & Services as shall be necessary to make it non-infringing; (b) procure for Purchaser the right to continue using the Goods & Services; or (c) replace the Goods & Services with non-infringing products and services having substantially the same functionality and performance. If none of the foregoing is practicable, then Purchaser (without prejudice to the Purchaser’s right to terminate this Agreement and/or the applicable SOW and any other rights it may have) is entitled to full refund of the price Purchaser paid Supplier for the Goods & Services, plus compensation for any and all damages, losses, expenses and costs Purchaser incurred as a result of the foregoing. In the event of termination or expiry of this Agreement, the Supplier shall (a) cease any and all use of the Purchaser Materials in any way, shape, or form or use any marks or names so nearly resembling any of the Purchaser Materials as to cause confusion or deception; (b) forthwith and at its own expense destroy and/or dispose of all Purchaser Materials to Purchaser's satisfaction; and (c) refrain from engaging in any act which would lead a person to believe that the Supplier is associated or connected with Purchaser.