Tender Specifications - ECHA - Europa

I.12.3 The Contractor shall at its own cost defend, indemnify and hold the Agency harmless against
all claims, suits, actions and proceedings which are attributable to or based on the infringement or
alleged infringement of intellectual property right of other right of a third party by the Agency’s use
of the services or utilization of any license, intellectual property right or other rights relating to the
services under the Contract (“Claims”). The Contractor shall pay a) any and all compensation,
liabilities, damages, costs and expenses relating to the Claims, as well as b) compensate to the
Agency reasonable legal costs and other reasonable out-of-the-pocket expenses incurred by the
Agency as a result of such Claims; c) undertake measures to make the software legally available to
the Agency.
I.12.4 The Agency and the Contractor shall exchange all information on any industrial property
right, copyright or other intellectual property right that could impede the performance of the
Contract.
ARTICLE I.13 – OWNERSHIP AND TRANSFER OF THE INTELLECTUAL AND INDUSTRIAL
PROPERTY RIGHTS
In case of software developed on its behalf under this Contract, the Agency shall become the
owner of its specifications, sources, documentation and test results.
Where industrial or intellectual property rights exist prior to the specific contract or order form being
entered into, the Contractor shall establish a listing of such rights and communicate it to the
Agency at the latest prior to the provision of the services.
Special conditions related to the ownership of the Deliverables and their transfer to the
Agency
I.13.1 The “Deliverables” shall mean all the rights, results and related goods subject of this
Framework Contract as specified in the Tender Specifications, in Annex II to this Framework
Contract, including but not limited to video materials (such as interviews, documentaries,
reportages, animations, coverage of live events), graphic designs and animations, web-based
audiovisual content, multimedia formats, generic reports and documents.
I.13.2 The Contractor shall provide the Agency with the Deliverables as specified in the Annex II to
this Framework Contract.
I.13.3 Any results or rights thereon, including copyright and other intellectual or industrial property
rights, obtained in performance of the Contract, shall be owned solely by the Agency, which may
use, publish, assign or transfer them as it sees fit, without geographical or other limitation, except
where industrial or intellectual property rights exist prior to the Contract being entered into.
I.13.4. The Contractor warrants that he is the author of the Deliverables and/or that he has
obtained all legal, valid and existing rights and permissions on the Deliverables from the original
author, if the Contractor is not the author, the translator, the person inserting data, texts or other
elements in the Deliverables, the graphic designer, the publisher, the editor, the developer, the
photographer or any other rights holder necessary to assign all the rights to the Agency that are
necessary for the Agency to use the Deliverables as described in the present Service Contract and
its Annexes.
I.13.5. The Contractor shall transfer to the Agency all said rights on the Deliverables and shall
warrants that the Agency has the rights, including but not expressly limited to the rights mentioned
below, to
• use, re-use and edit the Deliverables, as a whole or parts of them
• translate and re-write the Deliverables in a different language or into a different form
• exploit the Deliverables
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