Provision Language
MEDIGEN – MPP AGREEMENT
8. DECLARATIONS AND WARRANTIES
8.1 Parties Representations and Warranties. Each Party declares and warrants to the other Party as of the Effective Date that:
i. it has the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and
ii. has been duly authorised to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar situation affecting creditors’ rights; and
iii. Neither Party has granted or will grant to any Third Party any of its right, licence or interest in, to or under the Licensed Technology that would conflict with, limit, or adversely affect the Parties’ ability to comply with the terms of this Agreement.
8.2. MEDIGEN’s Warranty. MEDIGEN hereby warrants (i) that the commercial use of the rights licensed hereunder which includes the Licensed Technology does not infringe any known intellectual property right, including patents or pre-existing licenses; and (ii) its ownership, control and right to license the rights licensed hereunder. For the avoidance of doubt, MEDIGEN makes no representations or warranties as regards the Additional Technologies.
8.3. Disclaimer of Warranties. Neither Party makes any declaration or warranty other than those expressly provided hereunder.
FORM OF SUBLICENSE
10. WARRANTIES and INDEMNITY
10.1 Parties Representations and Warranties
i. Each Party declares and warrants to the other Party as of the Effective Date that it: (a) has the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (b) has been duly authorised to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar situation affecting creditors’ rights.
ii. The Sublicensee:
1. represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
2. shall be respectful of its employees’ right to freedom of association and shall encourage compliance with the standards referred to in Clause 10 by any supplier of goods or services that it uses in performing its obligations under this Agreement.
3. shall comply fully at all times with all applicable laws and regulations, including but not limited to drugs’ safety, pharmacovigilance, anti-corruption and antibribery laws.
10.2. Disclaimer of Warranties. No Party makes any declaration or warranty other than those expressly provided hereunder.