LIMITS
PROVIDED BY THE SUPPLIER'S EMPLOYER'S LIABILITY AND COMMERCIAL GENERAL
LIABILITY.
18.1.5
UPON INTENTIA'S WRITTEN REQUEST, THE SUPPLIER SHALL WITHOUT
UNDUE DELAY SUBMIT A COPY OF INSURANCE CERTIFICATES EVIDENCING SUCH INSURANCE
COVERAGE.
19.
OWNERSHIP
19.1
INTENTIA SHALL BE THE SOLE AND EXCLUSIVE OWNER OF
ALL RIGHTS, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY, TO ALL SOFTWARE
(INCLUDING SOURCE CODE) AND OTHER MATERIALS OWNED BY IT AS OF THE AGREEMENT DATE
AND TO ALL DERIVATIVE WORKS OF SUCH SOFTWARE AND MATERIALS AND ANY OTHER
INTELLECTUAL PROPERTY DEVELOPED BY INTENTIA OR ACQUIRED BY INTENTIA DURING THE
TERM.
19.2
ALL RIGHTS TO ALL SOFTWARE AND MATERIALS (INCLUDING
SOURCE CODE) DEVELOPED BY THE SUPPLIER FOR INTENTIA DURING THE TERM INCLUDING
INTELLECTUAL PROPERTY EMBODIED THEREIN AND INCLUDING THE RIGHT TO MODIFY AND
TRANSFER SUCH RIGHTS BUT EXPRESSLY EXCLUDING ANY AND ALL RELATED INTELLECTUAL
PROPERTY SHALL, UPON PAYMENT IN FULL THEREFORE, BELONG TO INTENTIA AND BE DEEMED
WORKS MADE-FOR-HIRE IN THE COURSE OF PERFORMING THE SERVICES.
19.3
INTENTIA HEREBY GRANTS TO THE SUPPLIER AND ITS
AFFILIATES A NON-EXCLUSIVE, NON-TRANSFERABLE, FULLY PAID UP, WORLDWIDE,
ROYALTY-FREE LIMITED RIGHT AND LICENSE TO ACCESS, USE, EXECUTE, REPRODUCE,
DISPLAY, PERFORM, MODIFY AND DISTRIBUTE INTENTIA OWNED AND/OR LICENSED SOFTWARE
AND MATERIALS PROVIDED BY INTENTIA TO SUPPLIER USED BY THE SUPPLIER AND ITS
AFFILIATES FOR THE SOLE PURPOSE OF PROVIDING THE SERVICES TO INTENTIA.
INTENTIA
HEREBY REPRESENTS AND WARRANTS THAT IT HAS FULL RIGHT, TITLE AND AUTHORITY IN
AND TO ALL OF THE INTENTIA PRODUCTS NECESSARY TO GRANT THE AFOREMENTIONED
LICENSE TO SUPPLIER. CONSEQUENTLY, THE SUPPLIER MAY NOT USE OR SUBLEASE INTENTIA
OWNED SOFTWARE OR MATERIALS FOR ANY OTHER PURPOSE.
19.4
SUPPLIER MAY NOT USE ANY RELATED INTELLECTUAL
PROPERTY FOR THE PROVISION OF SERVICES (INCLUDING BUT NOT LIMITED TO THE
DELIVERABLES), UNLESS PREVIOUSLY APPROVED BY INTENTIA IN WRITING.
19.5
ON THE OCCASION WHEN INTENTIA GIVES ITS WRITTEN
APPROVAL TO SUPPLIER TO USE RELATED INTELLECTUAL PROPERTY, THEN INTENTIA AND
SUPPLIER AGREE TO NEGOTIATE THE RELATED INTELLECTUAL PROPERTY AT THAT TIME.
IF
THE PARTIES ARE UNABLE TO AGREE UPON TERMS AND CONDITIONS FOR THE RELATED
INTELLECTUAL PROPERTY, THEN SUPPLIER SHALL NOT BE OBLIGATED TO USE SUCH RELATED
INTELLECTUAL PROPERTY FOR THE PROVISION OF SERVICES (INCLUDING BUT NOT LIMITED
TO THE DELIVERABLES).
19.6
IF SUPPLIER OWNED RELATED INTELLECTUAL PROPERTY IS
USED THE SUPPLIER SHOULD BE OBLIGED TO GRANT INTENTIA A FULLY PAID-UP PERPETUAL
LICENSE FOR THE USE IN CONNECTION WITH INTENTIA PRODUCTS.
13
19.7
OPEN SOURCE SOFTWARE MAY ONLY BE USED WITH
PRE-APPROVAL FROM INTENTIA IN WRITING. EXCEPT AS AUTHORIZED BY INTENTIA,
SUPPLIER MAY NOT INCLUDE ANY OPEN SOURCE TECHNOLOGY THAT WOULD CAUSE THE
DELIVERABLE TO BE INCLUDED IN THE PUBLIC DOMAIN.
19.8
EXCEPT AS PROVIDED IN SECTION 24 [CONFIDENTIALITY]
AND SECTION 21
[PROTECTION OF IP RIGHTS] AND PROVIDED THAT SUPPLIER DOES NOT
BREACH THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, INTENTIA ACKNOWLEDGES
AND AGREES THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL PREVENT SUPPLIER FROM
USING ITS KNOWLEDGE, EXPERIENCE, KNOW-HOW AND EXPERTISE, WHETHER GAINED PRIOR
TO, DURING OR AFTER ANY SERVICES PERFORMED UNDER THIS AGREEMENT, IN