CREATED, DEVELOPED OR CONCEIVED SOLELY
BY SUCH PARTY, WHETHER PRIOR TO OR DURING THE TERM OF THIS AGREEMENT. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY INTELLECTUAL PROPERTY DEVELOPED
JOINTLY BY PERSONNEL OF BOTH PARTIES IN CONNECTION WITH THE PRODUCTS OR THIS
AGREEMENT SHALL BE JOINTLY OWNED, WITHOUT A DUTY OF ACCOUNTING OR OBLIGATION TO
OBTAIN THE CONSENT OF THE OTHER PARTY TO LICENSE OR EXPLOIT SUCH INTELLECTUAL
PROPERTY BY REASON OF SUCH JOINT OWNERSHIP. THE PARTIES WILL DISCUSS IN GOOD
FAITH THE PROSECUTION OF SUCH JOINT INVENTIONS, INCLUDING THE ALLOCATION OF
COSTS AND/OR RIGHT TO OBTAIN THE OWNERSHIP INTEREST OF THE OTHER PARTY.
15.3.
LIMITATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL EMS
OR UTS USE ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY TO MANUFACTURE ANY
PRODUCT FOR ANY THIRD PARTY.
15.4.
LICENSE OF INDUSTRIAL DESIGN AND TOOLING
IF UTS PROVIDES UTS INDUSTRIAL DESIGN AND/OR UTS TOOLING TO EMS, UTS HEREBY
GRANTS TO EMS THE NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSEABLE RIGHT TO
USE THE UTS INDUSTRIAL DESIGN AND UTS TOOLING SOLELY TO PERFORM EMS'S
OBLIGATIONS UNDER THIS AGREEMENT ON BEHALF OF UTS.
EMS ACKNOWLEDGES THAT UTS
HEREBY RESERVES ALL RIGHTS EXCEPT THOSE EXPRESSLY GRANTED HEREIN, AND THAT NO
RIGHT OR LICENSE WILL ARISE BY IMPLICATION, ESTOPPELS OR OTHERWISE BY OPERATION
OF LAW.
EMS SHALL NOT REVERSE ENGINEER, DISASSEMBLE OR DECOMPILE ANY
PROTOTYPES, SOFTWARE OR OTHER TANGIBLE OBJECTS PROVIDED BY UTS UNLESS EXPRESSLY
AUTHORIZED TO DO SO IN WRITING BY UTS.
EMS HEREBY GRANTS TO UTS THE
NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE RIGHT UNDER EMS'S
INTELLECTUAL PROPERTY TO USE THE EMS INDUSTRIAL DESIGN AND EMS TOOLING SOLELY TO
ENABLE UTS TO EXERCISE UTS' RIGHTS UNDER THIS AGREEMENT.
15.5.
TRADEMARK LICENSE
UTS HEREBY GRANTS TO EMS A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSEABLE,
WORLDWIDE LICENSE TO USE THE UTS TRADEMARKS ONLY AS REASONABLY NECESSARY TO
FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT.
EMS SHALL COMPLY WITH ANY AND ALL
REASONABLE AND CUSTOMARY GUIDELINES PROVIDED BY UTS IN WRITING CONCERNING THE
USE OF THE UTS TRADEMARKS.
EMS ACKNOWLEDGES AND AGREES THAT ITS USE OF THE UTS
TRADEMARKS IS LIMITED TO THE USE LICENSED IN THIS AGREEMENT AND THAT EMS HAS NOT
ACQUIRED, AND WILL NOT ACQUIRE, ANY OWNERSHIP OR OTHER RIGHTS THEREIN.
16.
QUALITY REQUIREMENTS
THE FOLLOWING PROVISIONS AS WELL AS THE PROVISIONS CONTAINED IN EXHIBIT C AS
AGREED BY THE PARTIES, QUALITY ASSURANCE AGREEMENT, SHALL GOVERN QUALITY ISSUES
ARISING OUT OF THIS AGREEMENT.
14
STOP BUILD/STOP SHIP UTS MAY ISSUE STOP BUILD/STOP SHIP NOTICES FROM TIME TO
TIME TO PREVENT PRODUCTS WITH POSSIBLE QUALITY ISSUES FROM BEING MANUFACTURED OR
ENTERING UTS' CUSTOMER BASE. TO ACCOMMODATE THIS ACTION, EMS MUST HAVE IN PLACE
A FULLY DOCUMENTED STOP BUILD/STOP SHIP PROCESSES TO REMOVE AND ISOLATE UTS'
PRODUCT FROM EMS' ASSEMBLY AND FINAL SHIPPING AREA SUCH THAT THE AFFECTED
PRODUCTS WILL NOT BE MANUFACTURED OR SHIPPED TO UTS.
EPIDEMIC FAILURE COSTS
EMS WILL BE RESPONSIBLE FOR ALL COSTS AND DAMAGES
INCURRED BY UTS (OR ITS SUBCONTRACTORS) IN RECTIFYING ANY EPIDEMIC FAILURE,
INCLUDING WITHOUT LIMITATION, ALL