11.1 The Purchaser or its licensors own the Intellectual Property Rights and all other rights in all drawings, specifications, artwork, data, supplies, equipment, tooling, dies, moulds, designs, fixtures, patterns and any other materials provided by the Purchaser to the Supplier in connection with this agreement (“Purchaser Material”).
11.2 Where the Supplier develops a product that is supplied to the Purchaser under a Purchase Order:
(i) To the extent that the development of the product involves the creation of Intellectual Property Rights by the Supplier (“Developed Material”), the Supplier assigns unconditionally to the Purchaser the Developed Material upon its creation. The Supplier will do all things necessary to give effect to the assignment of Developed Material, including executing any documents which are reasonably required by the Purchaser to be executed; and
(ii) to the extent that the development of the product involves the use or modification of drawings, specifications, artwork, data, supplies, equipment, tooling, dies, moulds, designs, fixtures, patterns or any other materials owned by the Supplier or its licensors (“Supplier Material”), the Supplier grants the Purchaser a non-exclusive, royalty-free, irrevocable and perpetual licence (including the right to sub-license) to use the Supplier Material to the extent necessary for the Purchaser to operate, maintain, develop, repair or otherwise support the product.
11.3 The Purchaser grants the Supplier a limited non-exclusive, royalty-free, non-transferrable and non-sub licensable licence to use the Purchaser Material and the Developed Material only for the sole purpose of fulfilling a Purchase Order. The Supplier must not use the Purchaser Material or Developed Material for any other purpose without the Purchaser’s prior written approval. 11.4 Upon the termination or expiry of this agreement, the Supplier must:
(i) Immediately cease to use any of the Purchaser Material or Developed Material; and
(ii) at the Purchaser’s option, return to the Purchaser all records of the Purchaser Material or Developed Material in the Supplier’s possession or control, or destroy or permanently disable access to all records of the Purchaser Material or Developed Material in the Supplier’s possession or control.
If requested by the Purchaser, the Supplier agrees to provide a statutory declaration by its chief executive officer that the Supplier has complied with this clause 11.4.
11.5 The Supplier warrants that the Developed Material and Supplier Material, and the exercise of the Purchaser’s rights in respect of the Developed Material and Supplier Material under this agreement, do not infringe the Intellectual Property Rights of any person.
11.6 The Supplier indemnifies the Purchaser against all loss, damage, expense or liability arising out of or in connection with:
(i) Any breach of the warranty in clause 11.5; or
(ii) Any third party claims that the Developed Material or Supplier Material, or the exercise of the Purchaser’s rights in respect of the Developed Material or Supplier Material under this agreement, infringes their Intellectual Property Rights.
11.7 The Supplier further agrees not to use the Purchaser’s trademarks and trade names on any products except on the Products, including packaging, sold to Purchaser.