Master Alliance Provisions Guide (MAPGuide)

Fiocruz – AstraZeneca, COVID-19 Vaccine Technology Transfer Agreement

  • Liability | Representations & Warranties

14. Warranties and Undertakings

14.01 AstraZeneca’s Warranties

AstraZeneca hereby assures that to the best of its knowledge:

a) that the Licensed Technology can be freely Developed, Manufactured and Commercialized in the Territory;
b) that the use of the Licensed Technology will not infringe the Intellectual Property Rights or other rights of any Unrelated Third Party;
c) that all or any part of the Licensed Know-How is confidential and is not otherwise available to the public; and
d) AstraZeneca takes responsibility for its obligations under the Head License and further assures Licensee that in the event of any change or amendments in the Head License, the financial and other terms of the Agreement shall not adversely affect Licensee.

14.02. Mutual Warranties and Undertakings

Each Party represents and warrants to the other that of the Effective Date:

a) It is an entity, duly incorporated and validly existing under the laws of the country of its incorporation;
b) It has the full power and authority to enter into and perform this Agreement without obtaining the consent of any third party (including the Head Licensor) and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
c) This Agreement is a legal valid and binding obligation;
d) Neither Party has a material interest in the tobacco industry, illicit drugs, arms dealing, gambling operations, the promotion of violence or any illegal activity including slavery, human trafficking and the use of child labour.

14.03. Performance

Each Party shall ensure that the activities that it, its Affiliates and contractors carry out pursuant to this Agreement are carried out with reasonable skill, care and diligence and in accordance with Applicable Laws.