11. COMPLIANCE WITH LAW AND POLICIES: Contractor agrees to comply and shall procure its service personnel with all applicable laws, rules and regulations with respect to the performance of its services. Contractor shall comply and shall procure its service personnel with Company’s Code of Business Conduct, health, safety and quality policies and/or any requirements in Company’s contract with its customer including any requirements to undergo any required alcohol or drug tests. During the term of this Agreement, Contractor will not enter into any activity, employment, or business arrangement which conflicts with Company's interests or Contractor's obligations under this Agreement. In view of the sensitive nature of Contractor's status, Company will have the option to terminate this Agreement at any time if, in its sole judgment, a conflict of interest exists or is imminent.
12. INVENTIONS: To the extent any product, method or service developed by Contractor for Company under this Agreement includes Contractor’s Intellectual Property, Contractor grants Company an irrevocable, non-exclusive, non-transferable, world-wide, royalty-free license to use Contractor’s own Intellectual Property as embodied in such product, method or services, and to manufacture, have manufactured for it, sell, lease, or rent, such product, method or services. Contractor shall disclose by written report to Company any discoveries, concepts, ideas or inventions derived, conceived or reduced to practice, whether or not patentable, which are in any way related to the duties and services performed by Contractor hereunder (hereinafter collectively referred to as "Inventions"). Contractor hereby assigns to Company all rights in and to any Inventions and Contractor otherwise hereby grants Company an irrevocable royalty-free license to use, make and sell any products, processes and services derived from any Inventions. This Clause 12 shall survive the termination or expiration of this Agreement.
Except for the limited use rights expressly enumerated herein, this Agreement does not grant, and shall not be construed as granting, to Contractor a license or any rights under any of Company’s patent, trademark, copyright, or trade secret rights beyond that necessary for the purposes of this Agreement, or the granting of any right to use Company’s name in connection with any proposals to third parties. Neither Company nor Contractor shall use the other party’s name, trademarks or other logos, in any publication or public presentation without the prior written consent of such other party.
13. WORK PRODUCT: All work product and generally all materials of any form (such as drawings, reports, calculations, analyses, etc.) that include or are in any way based on secret, proprietary or confidential information of Company or its customers that are received or prepared by Contractor while performing the services hereunder are the sole and exclusive property of Company. Upon completion of the services or earlier termination of this Agreement for whatever reason, Contractor shall forthwith deliver to Company all such materials. No copies of the same or any part in any form shall be retained by Contractor.
14. INDEMNITY: Contractor shall defend, indemnify and hold Company harmless from and against any loss, cost, damage or liability in connection with this Agreement, including but not limited to any payment under applicable labour laws as such severance pay or damages from unfair dismissal. Company shall not be liable for any reason to Contractor for any special, indirect, incidental, exemplary, punitive or consequential damages or costs.
15. COMPLIANCE: Contractor shall not and shall procure its service personnel not to make, in the performance of this Agreement, any payments, loans or gifts, or promises or offers of payments, loans or gifts, of money or anything of value, directly or indirectly, to or for the use or benefit of any official or employee of any government, to any political party or official thereof, or to any other person if Contractor knows or has reason to suspect that any part of such payment, loan or gift shall be, directly or indirectly, given or paid to any government official or political party or candidate or official thereof, or to any other person or entity the making of which would violate either the laws or regulations of Thailand or the United States of America. Contractor agrees that Company shall have the right to audit its books and records, at Company’s expense and at a time reasonably convenient to the parties, to ensure compliance with the requirements of this clause.
16. OTHER AGREEMENTS: This Agreement shall replace and supersede any and all prior agreements, oral or written. This Agreement shall be modified only in writing executed by both parties.