These terms set forth the additional terms and conditions that apply to any Services provided by Vendor to Archer under an Ordering Document and supplement the Archer Vendor Terms and Conditions.
PROVISION OF SERVICES
Vendor will provide the Services to Archer as described in the applicable Ordering Document(s). Vendor will perform the Services in a prompt manner and at all times in accordance with the terms and conditions of the applicable Ordering Document and the Agreement, including, without limitation, providing each Deliverable (as defined below) by no later than any dates specified in the applicable Ordering Document(s).
For purposes of any Services provided by Vendor pursuant hereto, “Deliverables” shall mean any and all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Vendor may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing the Services, or that result from, or that are related to, such Services, whether or not they are eligible for patent, copyright, trade secret, trademark or other legal protection.
REVIEW AND ACCEPTANCE OF SERVICES AND DELIVERABLES
Unless otherwise specified in an Ordering Document, Archer will have thirty (30) days (the “Test Period”) following receipt of each Deliverable to review such Deliverable for conformance to any applicable specifications or other requirements set forth in any Ordering Documents (collectively, the “Specifications”). If Archer determines that a Deliverable is not in material conformance with the Specifications, it will notify Vendor and specify the non-conformance in reasonable detail (“Review Notice”). If a Review Notice is sent, Vendor will have thirty (30) days following receipt of such Review Notice to remedy the identified non-conformance at no additional cost or liability to Archer and resubmit the Deliverable for subsequent review in accordance with this provision. Acceptance under this provision will not affect any warranty obligation of Vendor under the Agreement, including, without limitation, the performance warranty set forth below. Unless otherwise specified in an Ordering Document, no invoice will be issued for any Deliverable (or corresponding Services) until the Deliverable has been accepted by Archer in accordance with this provision.
Vendor represents and warrants that all Services (and related Deliverables) shall be completed in: (i) a professional, workmanlike manner; and (ii) accordance with the applicable Ordering Document(s).
Unless otherwise specified in an Ordering Document, Vendor will, without charge, correct any non-conformity or defect in any Deliverable reported by Archer within thirty (30) days of such report, or if Vendor is unable to correct any such non-conformity or defect within such 30-day period, then Archer may immediately terminate the applicable Ordering Document, and unless otherwise specified in an Ordering Document, Vendor will refund to Archer all fees paid for the corresponding Services within ten (10) days of termination.
OWNERSHIP OF DELIVERABLES
Unless specifically identified in the Ordering Documents, Vendor agrees that all Deliverables will be the sole and exclusive property of Archer. Vendor will and hereby does irrevocably assign to Archer all right, title and interest in and to the Deliverables, including, without limitation, all worldwide patent rights (including, without limitation, patent applications and disclosures), copyright rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, the “Intellectual Property Rights”). If Vendor is not providing Services as an individual, to the fullest extent permitted by law, all copyrightable aspects of the Deliverables will be deemed to be a “work made for hire” (as defined in Section 101 of Title 17 of the United States Code). If Vendor has any rights in such a Deliverable that cannot be assigned to Archer (including any moral rights, such as the right to be named as author, the right to modify, the right to prevent mutilation and the right to prevent commercial exploitation), Vendor hereby unconditionally and irrevocably waives the enforcement of such rights and waives any and all claims and causes of action of any kind against Archer, its Affiliates, and its licensees (through multiple tiers) with respect to such rights, and agrees, at Archer’s request and expense, to consent to and join in any action to enforce such rights.
To the extent that Vendor owns or controls (presently or in the future) any Intellectual Property Rights that may block or interfere with, or may otherwise be required for, the exercise by Archer of the rights assigned to it hereunder (collectively, the “Related Rights”), Vendor hereby grants or will cause to be granted to Archer a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Archer to exercise all of the rights assigned to it hereunder.
NO THIRD PARTY INFORMATION
Vendor represents and warrants that (i) in its performance of the Services it will not incorporate or utilize any third party’s confidential information or Intellectual Property Rights unless it has obtained all necessary rights from such third party to perform the Services contemplated hereunder; and (ii) in no event will Vendor incorporate any third party’s confidential information or Intellectual Property Rights into any Deliverable without Archer’s express written consent as set forth on the Ordering Documents.
Vendor will be solely responsible and liable for any employment-related taxes, insurance premiums or other employment benefits respecting Vendor’s provision of the Services. Neither Vendor nor any of Vendor’s employees, agents or subcontractors will be eligible for any benefits (including, without limitation, stock options, health insurance or retirement benefits) normally provided by Archer to its employees.
NO MINIMUM COMMITMENT
Without limiting any other of Archer’s express termination rights under an Ordering Document or as otherwise provided in the Agreement, if the Services are being provided on a time and materials basis, Archer may, unless otherwise specified in an Ordering Document, at any time and from time to time in Archer’s reasonable discretion upon notice to Vendor, increase or decrease the number of hours to be worked (including reducing down to zero) for any specified period of time, and will only have liability for Services properly performed in accordance therewith.
EFFECT OF TERMINATION
Upon any expiration or termination of the Agreement for any reason, or upon earlier request by Archer, Vendor will promptly deliver to Archer all Deliverables (in whatever state of completion) and return or (if directed by Archer) destroy all Archer Confidential Information and derivatives thereof.