Water Treatment Plant BOT (New build only) - PPP in Infrastructure ...

37(b)The Purchaser shall indemnify the Supplier in full in respect of all loss,damage and expense of whatever kind and nature arising out of the use by theSupplier of any Purchaser Intellectual Property in accordance with its termswhich infringes the rights of any third party.22.2 Third Party Intellectual PropertyThe Supplier shall use reasonable efforts:(a)(b)to ensure that Intellectual Property owned or developed by third parties andutilised by the Supplier in connection with the performance of its obligationsunder this Contract is licensed to the Supplier on reasonable terms for thepurposes of the operation and maintenance or repair of the Facility andotherwise for the purposes of the Project but for no other purpose; andto ensure that no Intellectual Property of a third party is otherwise used in theperformance of the Supplier's obligations under this Contract without the priorwritten approval of the Purchaser.22.3 Supplier Intellectual PropertyThe Parties agree that all Intellectual Property in data, databases, reports, records,drawings, specifications, software (excluding any third party software), design,inventions, documentation (including documentation relating to any design) and/orother material produced in connection with this Contract shall vest in and be theproperty or be deemed to vest in and be the property of the Supplier.23. REPRESENTATIONS AND WARRANTIES23.1 PurchaserThe Purchaser represents, warrants and undertakes to the Supplier that as at the dateof this Contract and the Effective Date:(a)(b)(c)(d)(e)(f)it is a corporation organised and existing under the laws of [COUNTRY];it has full power and authority to enter into and perform its obligations underthis Contract;[it is the freeholder or leaseholder of the Site][it has full title and ownership ofthe Site and the necessary power to dispose thereof as required in thisContract];all relevant facts, circumstances or contracts have been disclosed to theSupplier, in particular those in relation to environmental matters;it has taken all necessary action for the authorisation of its entry into thisContract and the performance of its obligations under this Contract;it has complied with all applicable procurement rules and restrictions;PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC) Reviewed: Victoria R. Delmon, LEGPShttp://www.worldbank.org/ppp November 2007