12.1. All machinery, tools, drawings, specifications, raw materials and any other property or materials furnished to Supplier by or for Interplex, or paid for by Interplex, for use in the performance of the Agreement, shall be and remain the sole exclusive property of Interplex and shall not be furnished to any third party without Interplex’ prior written consent, and all information with respect thereto shall be confidential and proprietary information of Interplex. In addition, any and all of the foregoing shall be used solely for the purpose of fulfilling orders from Interplex, shall be marked as owned by Interplex, shall be held at Supplier’s risk, shall be kept in good condition and, if necessary, shall be replaced by Supplier at Supplier’s expense, shall be subject to periodic inventory check by Supplier as reasonably requested from time to time by Interplex, and shall be returned promptly upon Interplex’ first request. Except as otherwise expressly agreed in writing, Supplier agrees to furnish at its own expense all machinery, tools, and raw materials necessary to perform its obligations under the Agreement.
12.2. Supplier represents and warrants to Interplex that the Goods and Services do not and shall not, alone or in any combination, infringe or violate any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party (including Supplier’s employees and subcontractors), and (ii) that it holds all rights, title and interest necessary to license to Interplex any intellectual property right (including patents, trademarks, copyrights, trade names, trade secret, licenses or other proprietary right) of every component of the Goods and/or Services provided to Interplex, as a whole or as integrated part of another Good/Service, including but not limited to machinery, tools, drawings, designs, software, demos, moulds, specifications or pieces.
12.3. Interplex shall retain all rights in any samples, data, works, materials and intellectual and other property provided by Interplex to Supplier. All rights in and titles to deliverables (including future deliverables) and other data, reports, works, inventions, know‐how, software, improvements, designs, devices, apparatus, practices, processes, methods, drafts, prototypes, products and other work product or intermediate versions thereof produced or acquired by Supplier, its personnel or its agents for Interplex under the Agreement (the “Work Product”) shall become Interplex’ property. Supplier shall execute and deliver any documents and do such things as may be necessary or desirable in order to carry into effect the provisions of this Clause 12.3.
12.4. Supplier shall not have any right, title or interest in or to any of Interplex’ samples, data, works, materials, trademarks and intellectual and other property nor shall the supply of Goods and/or Services alone or in any combination, or the supply of packaging containing Interplex’ trademarks or trade names give Supplier any right or title to these or similar trademarks or trade names. Supplier shall not use any trademark, trade name or other indication in relation to the Goods or Services alone or in any combination without Interplex’ prior written approval and any use of any trademark, trade name or other indication as authorized by Interplex shall be strictly in accordance with the instructions of and for the purposes specified by Interplex.
12.5 Supplier warrants that the Work Product shall observe all generally recognized and applicable rules of product developmentand safety standards and the the Work Products are created free from any third party rights. Supplier will provide Interplex with any documents prepared such as drawings created in writing in the form and manner required by Interplex, including but not limited to CAD data.
12.6. Supplier shall not, without Interplex’ prior written consent, publicly make any reference to Interplex, whether in press releases, advertisements, sales literature or otherwise.