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DocuSign Envelope ID:05EFDA32-4C8F-4F23-93BC-D19E217654E0 (ii) are developed independently from performance of the CONTRACT; or (iii) are used by CONTRACTOR in connection with or to perform the CONTRACT, but are not based on or arising out of COMPANY GROUP's IP RIGHTS or CONFIDENTIAL INFORMATION. (b) CONTRACTOR warrants that any WORK PRODUCT related to the CONTRACT will be the original work of CONTRACTOR, its employees, and if applicable, other third parties engaged by it. CONTRACTOR warrants that the possession, use, or distribution by COMPANY or other members of COMPANY GROUP and its or their customers or nominees of WORK PRODUCT or of any other materials made available to COMPANY by CONTRACTOR in connection with SCOPE, will not infringe or misappropriate the IP RIGHTS of any third party. 11.4 Safekeeping CONTRACTOR will hold all original documents comprising WORK PRODUCT in safekeeping and will maintain a record sufficient to evidence the process of independent creation. At COMPANY's request, CONTRACTOR will deliver to COMPANY any WORK PRODUCT related to SCOPE designed for COMPANY. 11.5 Indemnity (a) CONTRACTOR will INDEMNIFY COMPANY GROUP, assignees,transferees, and sub-licensees permitted by this CONTRACT for any LIABILITIES resulting from any claim that the possession or use of any SCOPE or WORK PRODUCT infringes or misappropriates the IP RIGHTS of any third party. (b) CONTRACTOR will not, without the prior written consent of COMPANY, settle or compromise any infringement claim if the settlement or compromise obligates COMPANY GROUP to part with any property, assume any obligation (including the payment of money), grant any licence or other rights, or be subject to any injunction by reason of the settlement or compromise. 11.6 Substitution on Infringement Where items, designs, processes, methods, information, SCOPE, WORK PRODUCT specified or delivered by CONTRACTOR and used or proposed to be used by COMPANY GROUP or its nominees, are held to constitute infringement or misappropriation of a third party's IP RIGHTS and their use is wholly or partially prevented, CONTRACTOR will promptly at its own expense either procure the right to use the same or replace them with non-infringing items, designs, processes, methods, information, materials,goods, or services of at least equivalent functionality. 12 FINANCIAL AND PERFORMANCE AUDIT (a) COMPANY will have the right to audit: (i) invoiced charges and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii)the performance of any other of CONTRACTOR's obligations under the CONTRACT, where capable of being verified by audit. (b) Based on the findings of the audit, the parties will settle any amounts charged incorrectly within 45 days of any audit finding; and CONTRACTOR will provide or re-perform any SCOPE where the requirement to do so is identified by any audit within 45 days of any audit finding. Purchase Contract—GOODS and SERVICES Ver.2016a 20