AGREED TERMS
1. DEFINITIONS
“Commencement Date” – means the date on which the Product is made available to the Recipient via an online login.
“Evaluation” – has the meaning provided at clause 3.2.
“Evaluation Period” – means the period of two weeks starting from the date the Product is delivered to the Recipient.
“Intellectual Property” – means patents, rights to inventions, copyright, trade marks, goodwill, rights in designs, rights in computer software, database rights, confidential information (including know-how and trade secrets), and all other intellectual property rights and any similar or equivalent rights in any part of the world.
“Product” – means the “NbS Project Screening” product developed by the Company.
2. COMMENCEMENT AND DURATION
This agreement shall be effective from the Commencement Date and, subject to clause 7, shall continue until the expiry of the Evaluation Period.
3. LICENCE
3.1. The Company shall provide the Product on such medium or by such delivery method as parties may agree.
3.2. The Company grants to the Recipient a non-exclusive, non-transferrable or sublicensable, royalty-free licence to use the Product solely for the purpose of internal evaluation of its efficacy to help determine whether the Recipient would wish to enter into an agreement with the Company for commercial use of the Product (“Evaluation”).
3.3 The Product is provided on an ‘as is’ basis.
4. INTELLECTUAL PROPERTY
4.1. The Recipient acknowledges that all Intellectual Property in the Product remains owned by or validly licensed to the Company.
4.2. All Intellectual Property created by the Recipient in relation to the Evaluation shall be promptly notified to the Company and vest in and be owned absolutely by Company. The Recipient agrees to assign and now assigns to the Company, including by way of present assignation of future rights, all such Intellectual Property and shall sign such documents as the Company may reasonably request in order to confirm ownership of such Intellectual Property in favour of the Company.
4.3. The Recipient acknowledges that it has no right to sub-license the Product or otherwise allow for any third party to use the Product.
4.4. The Recipient agrees that it will not:
4.4.1. copy the Product or adapt, vary, alter or modify the whole or any part of the Product, nor permit the Product to be combined with, or become incorporated in, any other technologies or programs, except as required in relation to the Evaluation; or
4.4.2. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Product.
5. CONFIDENTIALITY
5.1. Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, trade secrets, software, market opportunities and customers (“Confidential Information“), except as permitted by clause 5.2.
5.2. Each party may disclose the other party’s Confidential Information:
5.2.1. to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 5 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause 5; or
5.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.
6. LIABILITY
6.1. Save for death and personal injury caused by the Company’s negligence or any other liability which cannot be excluded under applicable law, the Company shall have no liability of any kind in any circumstances whatever to the Recipient in respect of the use of the Product or otherwise arising under this agreement.
6.2. The Recipient accepts and agrees that the Product is supplied by the Company for Evaluation only and the Recipient makes no representation or warranty as to the accuracy, completeness or reasonableness of the Product and no such representation or warranty shall be implied.
6.3. No representations, conditions, warranties or other terms of any kind are given in respect of the Product, and all statutory warranties and conditions are excluded to the fullest extent possible.
7. TERMINATION
7.1. This agreement may be terminated immediately by either party on giving written notice if the other party is in breach of any of its obligations under this agreement.
7.2. Upon termination of this agreement, all licences granted under this agreement shall automatically terminate and the Recipient shall promptly return to the Company all materials and property belonging to the Company and at the Company’s discretion, return or destroy the Product.
8. NOTICES
8.1. Any notice required to be given under this agreement shall be in writing and shall be delivered personally, sent by recorded delivery or by commercial courier or by email. Notice shall be deemed to have been received by the party to which sent as follows:
8.1.1. on the day of delivery if delivered by hand;
8.1.2. if sent by recorded delivery, on the date and time that the delivery receipt is signed;
8.1.3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; and
8.1.4. if sent by email, when confirmation of completion of its transmission has been recorded by the sender’s email system.
8.2. All notices shall be addressed to the parties at their respective addresses stated at the start of this agreement or at such other address or email address as notified to each other.
9. GENERAL
9.1. Entire agreement. This agreement shall constitute the whole of the terms agreed between the parties in respect of the subject matter of this agreement and it supersedes all prior arrangements, agreements or discussions between the parties and/or their representatives in respect of such subject matter.
9.2. Modification. No variation of or amendment to this agreement shall bind either party unless made in writing and signed by both parties.
9.3. Severability. In the event that any clause of this agreement is held to be invalid by an authority having jurisdiction over this agreement, that clause may be deleted from this agreement and the remaining clauses shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the parties.
9.4. No Waiver. No modification, alteration or waiver of the provisions of this agreement shall be effective unless in writing and executed by or on behalf of each of the parties. No delay, omission or failure by either of the parties to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.
9.5. Survivorship: Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
9.6. No Assignment. Neither party may assign any of its rights under this agreement to any third party without the prior written consent of the other party.
9.7. Third Party Rights. This agreement is entered into for the benefit of the parties and their successors and permitted assignees and it is not intended to benefit, or be enforceable by, any other person.
9.8. Counterpart. This agreement may be executed in duplicates which shall together constitute one and the same agreement.
10. GOVERNING LAW AND JURISDICTION
10.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland.
10.2. The parties agree that the courts of Scotland shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).