Article 3 Obligations of the Licensor
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 theLicensee with effect from the Effective Date of the Contract,
anon-exclusive, non-transferable right and licence under the
Know-how andthe Applicable Patents:
(a) to employ the Process and Know-how in the design, engineering
andconstruction 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
(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
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
andother documents required by the Licensee and the Contractor
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
thePlant... 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.