Article 3 Obligations of the Licensor
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Article 3 Obligations of the Licensor



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3.1 The Licensor warrants that it has the right to grant licences for the use of the Know-how and the Patents in (country) for the production of Product and that Product produced may be sold in (country) or to all countries of the world (except ... countries). The Licensor hereby


grants to the

Licensee with effect from the Effective Date of the Con­tract,

a

non-exclusive, non-transferable right and licence under the

Know-how and

the Applicable Patents:

(a) to employ the Process and Know-how in the design, engineering

and

construction of the Plant and in its operation during the life time of the Plant;

(b) to sell, use or otherwise dispose of the Product manufactured by the Licensed Plant in ... or in any other country of the world, ex­cept ...;

(c) to purchase, acquire, make or have made any equipment, appara­tus or other material or chemicals necessary for the construction and operation of the Plant.

Improvements in the Process

3.2 The Licensor undertakes to make available to the Licensee all Improve­
ments in the Process developed or acquired by the Licensor for the
duration of the Agreement and specifically:

(a) to make available, free of charge, all developments and im­provements in operating techniques, preventive maintenance, safety measures, and process developments;

(b) to grant to the Licensee, on payment of a reasonable fee and on agreed terms, the rights to use proprietary process developments implemented, or acquired by the Licensor, including patented de­velopments, which could result in significant improvement(s) in the capacity, reliability and efficiency of the Plant, and quality of the products.

Supply of Technical Documentation and Related Services

3.3 The Licensor shall supply to the Licensee sufficient technical informa­
tion and Know-how related to the Process to enable the Licensee to
undertake through his Contractor the detailed engineering of the Plant,
to construct the Plant, to commission the Plant and to operate the
Plant.

Penalties

3.6 The Licensor shall be subject to a penalty to be paid to Licensee

(1) for delay in supplying the Basic Engineering Design Package

and

other documents required by the Licensee and the Contractor

for





Article 7 Patent Infringement 7.1The Licensor shall indemnify and hold harmless the Licensee in the event that any claim is made or any suit or other action is brought against the Licensee alleging infringement of one or more of Third Parties' Patents published until the Effective Date by reason of the Licensee's practice of the Process and the Know-how in the Plant or of the sale on the home market of the product produced in the Plant, provided the Licensee so notifies the Licensor promptly. 7.1.1Indemnify shall mean that the Licensor shall reimburse in full to the Licensee any royalties, licence fee or damages paid to a third party as a result of a ruling of a competent court of law that Licensee's prac­tice of the Process and/or Know-how infringes the patent rights of the third party.

detailed engineering of

the

Plant... thousand US Dollars for each week of delay;

(2) if the Plant fails to demonstrate the Performance Guarantees in the last Performance Guarantee Test the Licensor shall pay the Licensee compensation in the form of penalties.



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