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S.B. 142
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VETOES
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BE DELIVERED FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF
INFRINGEMENT OR MISAPPROPRIATION, BUT A LICENSEE THAT FURNISHES
DETAILED SPECIFICATIONS TO THE LICENSOR AND THE METHOD REQUIRED FOR
MEETING THE SPECIFICATIONS HOLDS THE LICENSOR HARMLESS AGAINST ANY
SUCH CLAIM THAT ARISES OUT OF COMPLIANCE WITH EITHER THE REQUIRED
SPECIFICATION OR THE REQUIRED METHOD EXCEPT FOR A CLAIM THAT RESULTS
FROM THE FAILURE OF THE LICENSOR TO ADOPT, OR NOTIFY THE LICENSEE OF, A
NONINFRINGING ALTERNATIVE OF WHICH THE LICENSOR HAD REASON TO KNOW.
(B) A LICENSOR WARRANTS:
(1) FOR THE DURATION OF THE LICENSE, THAT NO PERSON HOLDS A
RIGHTFUL CLAIM TO, OR INTEREST IN, THE INFORMATION WHICH AROSE FROM AN
ACT OR OMISSION OF THE LICENSOR, OTHER THAN A CLAIM BY WAY OF
INFRINGEMENT OR MISAPPROPRIATION, WHICH WILL INTERFERE WITH THE
LICENSEE'S ENJOYMENT OF ITS INTEREST; AND
(2) AS TO RIGHTS GRANTED EXCLUSIVELY TO THE LICENSEE, THAT
WITHIN THE SCOPE OF THE LICENSE:
(A) TO THE KNOWLEDGE OF THE LICENSOR, ANY LICENSED
PATENT RIGHTS ARE VALID AND EXCLUSIVE TO THE EXTENT EXCLUSIVITY AND
VALIDITY ARE RECOGNIZED BY THE LAW UNDER WHICH THE PATENT RIGHTS WERE
CREATED; AND
(B) IN ALL OTHER CASES, THE LICENSED INFORMATIONAL RIGHTS
ARE VALID AND EXCLUSIVE FOR THE INFORMATION AS A WHOLE TO THE EXTENT
EXCLUSIVITY AND VALIDITY ARE RECOGNIZED BY THE LAW APPLICABLE TO THE
LICENSED RIGHTS IN A JURISDICTION TO WHICH THE LICENSE APPLIES.
(C) THE WARRANTIES IN THIS SECTION ARE SUBJECT TO THE FOLLOWING
RULES:
(1) IF THE LICENSED INFORMATIONAL RIGHTS ARE SUBJECT TO A
RIGHT OF PRIVILEGED USE, COLLECTIVE ADMINISTRATION, OR COMPULSORY
LICENSING, THE WARRANTY IS NOT MADE WITH RESPECT TO THOSE RIGHTS.
(2) THE OBLIGATIONS UNDER SUBSECTIONS (A) AND (B)(2) OF THIS
SECTION APPLY SOLELY TO INFORMATIONAL RIGHTS ARISING UNDER THE LAWS OF
THE UNITED STATES OR A STATE, UNLESS THE CONTRACT EXPRESSLY PROVIDES
THAT THE WARRANTY OBLIGATIONS EXTEND TO RIGHTS UNDER THE LAWS OF
OTHER COUNTRIES. LANGUAGE IS SUFFICIENT FOR THIS PURPOSE IF IT STATES
"THE LICENSOR WARRANTS 'EXCLUSIVITY, 'NONINFRINGEMENT', 'IN SPECIFIED
COUNTRIES', 'WORLDWIDE'", OR WORDS OF SIMILAR IMPORT. IN THAT CASE, THE
WARRANTY EXTENDS TO THE SPECIFIED COUNTRY OR, IN THE CASE OF A
REFERENCE TO "WORLDWIDE" OR THE LIKE, TO ALL COUNTRIES WITHIN THE
DESCRIPTION, BUT ONLY TO THE EXTENT THE RIGHTS ARE RECOGNIZED UNDER A
TREATY OR INTERNATIONAL CONVENTION TO WHICH THE COUNTRY AND THE
UNITED STATES ARE SIGNATORIES.
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- 3674 -
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