SaaS Agreement

Treescribe SaaS Agreement - 25 August 2020

Capitalised words and phrases are defined in the section of the document entitled "Definitions".

Provider means Informatio Pty Ltd (ACN 162 135 864) of New South Wales, Australia, contactable on pat@treescribe.com

Customer means you or the entity that you are contracting for as authorised representative, contactable on the email used to register with the product at www.TryTreescribe.com

1. Supply of services

  • Customer agrees and acknowledges that all data on the Service will be deleted without the possibility of restoration during every Sunday (Sydney time).
  • Customer agrees and acknowledges that the Service is a test version with alpha level of functionality. Provider promises there are bugs in the Service. Customer acknowledges and agrees that the existence of bugs and their acceptance of the same is a condition of using the Service. All rights and obligations in this document will be interpreted by reference to the acknowledgment that the Service is alpha software that contains bugs.
  • Provider will provide the Services described in this document to Customer in accordance with the Agreement.
  • Customer must be 18 years old or over to use of the Service, unless:
    • Customer is at least 13 years old; and
    • uses the Service with the permission and supervision of a guardian.
  • Customer's parent or legal guardian agrees that they will supervise Customer's use of the Service.

2. Agreement duration

  • The Agreement will apply for the Term and will continue to renew automatically on a rolling basis for further Terms.
  • The Agreement will not automatically renew for another Term if a party to the Agreement gives the other party 7 days written notice that it does not wish to renew the Term.
  • In case of such notice the Agreement will continue to the end of the Term when notice was given, but will not roll over for a new Term.

3. Agreement creation

Customer agrees to the terms of the Agreement by using the Services.

4. Payment calculation

Customer may use the initially available functions of the Service with no charge.

7. Confidentiality

Provider will Keep Secret the Confidential Information of Customer perpetually and use it only for providing the Service, however, Provider may disclose Confidential Information to sub-contractors that work with Provider to fulfil obligations under the Agreement.

8. Setup

Customer is entirely responsible for the setup and installation of the Services.

9. Support and maintenance

Provider will provide support and maintenance to Customer at Provider's sole and absolute discretion.

10. Planned interruptions

Provider may interrupt the provision of the Services at any time.

11. Unplanned interruptions

  • Customer acknowledges that:
    • interruptions as a result of third party suppliers to Provider are beyond the control of Provider; and
    • the Services may occasionally be interrupted due to technical difficulties.
  • Provider will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.

12. Document obsolescence

Provider may, at its sole discretion, render any template available through the Service obsolete and inoperable at any time.

13. Service accounts

  • Customer agrees to:
    • provide accurate and complete information to Provider to establish the Account;
    • keep details used to access the Account secure and private; and
    • notify Provider in the event that the Account's security is compromised in any way.
  • Customer agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by any other person.

14. Privacy

  • Provider will store and use the Personal Information of Customer in accordance with Provider's Privacy Policy.
  • Customer is responsible for its own compliance with privacy law. Provider does not promise that any use of the Services by Customer complies with any privacy law.

15. Acceptable use

  • Customer agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
  • Customer agrees not to use the Service to communicate or store any Prohibited Information.
  • Customer agrees not to use the Service such that the use interferes with Provider's ability to provide the same service to other parties.
  • The parties agree that a breach of these acceptable use obligations gives Provider the right to immediately suspend Customer's access to the Service until Provider is reasonably satisfied that the use breaching this clause will be discontinued.

16. Posted information

Customer agrees that:

  • it is responsible for the legal consequences arising from Posted Content;
  • Provider is in no way responsible for legal consequences arising from Posted Content;
  • Provider may edit or remove Posted Content at its discretion; and
  • Customer promises that it will not, by posting Posted Content, infringe the intellectual property rights of any third party, or cause Provider to do so.

17. Data rights

  • Ownership of the Data remains with Customer.
  • Customer provides an Expansive Licence over the Data to Provider for any purpose.

18. Data disclosure

Provider will Keep Secret the Data and use it only for the purpose of providing the Services, however, it reserves the right to disclose Data to:

  • sub-contractors that work with Provider to provide the Services;
  • its professional advisers such as lawyers and accountants;
  • its related entities;
  • its insurers;
  • its debt collectors (if a debt under the Agreement is due); and
  • courts and government agencies, upon receiving a lawful request.

19. Backup responsibility

  • Provider does not offer backups of Data as a component of the Service.
  • Only Customer is responsible for backup of the Data.

19A. Deletion of content

  • Provider may delete Data, Posted Content or other content on the Customer's Account and the entirety of the Customer's Account every Sunday (Australia time).
  • Customer is responsible for exporting and / or saving any such content before the deletion occurs, and Provider is not responsible for any Cost suffered by Customer as a result of such deletion.

20. Intellectual property protection

  • Provider reserves the right to alter any element of the Product IP at its discretion.
  • Customer agrees not to reverse engineer any part of the Product IP.
  • No licence or right is granted over any intellectual property in the Product IP unless explicitly described in the Agreement.
  • Customer does not have any right to resell or sub-licence the Product IP unless the Agreement explicitly provides otherwise.
  • If Customer provides Feedback to Provider, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Provider.
  • If Customer is a legal services entity, Customer may use templates or documents on the Service to generate new agreements during the Term. If the Agreement is cancelled or the Term expires and is not renewed, Customer may keep any executed agreements generated using the Service, but must cease using any intellecutal property in any Service template or Service-generated document to generate any new document.

21. First party claim limits

The amount Customer can claim from Provider in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.

22. First party covering costs

Customer will Cover Direct Losses of Provider arising from the risks described below.

Risks from data, including:

  • breaches of privacy or data protection law;
  • breach of any law in connection with spam;
  • third party loss from the storage of third party data; and
  • an individual pursuing a right under privacy or data protection law connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from software and network, including:

  • digital security issues like software vulnerabilities and malware connected with conduct;
  • inaccessibility of software or a network connected with conduct; and
  • the use of software for unlawful conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from intellectual property, including:

  • infringement of third party intellectual property; and
  • any third party claim or legal action for intellectual property infringement connected with conduct,

by Indemnifier in connection with the Agreement and Services.

Risks from the Agreement, including:

  • negligence;
  • third party reliance on the Agreement and Services resulting from conduct;
  • any act or omission;
  • delays; and
  • breaches,

by Indemnifier in connection with the Agreement and Services.

23. Agreement changes

  • If the Agreement has an automatically renewing term, Provider may change the Agreement by notifying Customer in writing 7 days before the end of a Term, and the changes will take effect in the next Term.
  • If Customer does not agree to the Agreement changes, Customer must cease using the Services before that next Term begins.

24. Cancellation for breach

  • Agreement can be cancelled immediately by either party if:
    • either party notifies the other party of an Agreement breach; and
    • 7 days after the breach notification, the Agreement breach is not remedied.
  • Agreement can be cancelled by either party if the other party becomes insolvent.

25. Precedence over payment interface

The terms in this document will take precedence over any terms on any payment interface provided by Provider to the full extent of any inconsistency.

26. Binding version of agreements

  • Provider does not guarantee that agreements as presented on the 'Preview signing' page after Customer presses the "Preview" button are identical to the agreements as they were presented during editing.
  • Before signing or deploying any agreement or document created using the Service, Customer is responsible for ensuring that the version of agreement or document presented on the 'Preview signing' page reflects Customer's intentions for that agreement or document.
  • With respect to any agreement signed using the Service, the binding version of the agreement is the Executed Version.
  • To the extent of any inconsistency between the Executed Version and any other version of any agreement (for example, the text version of an agreement as it appears in emails sent to parties to agreements), the Executed Version takes precedence.

27. Boilerplate

Governing law

The governing law of the Agreement will be New South Wales, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.

Communications

The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement.

Taxes

Customer will be liable for all duties and taxes connected with the Agreement, including any tax incurred under GST Law.

Independence

The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.

Retrospectivity

The Agreement will apply retrospectively to anything (and any Indemnifier) provided by Provider to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.

Agreement technicalities

The parties agree to:

  • the Boilerplate Provisions; and
  • the Interpretation Principles.

Defined words and phrases

  • Defined words and phrases are capitalised. Clauses with defined phrases will be read in such a way that the rights and obligations described by the defined phrase are incorporated by reference into the clause.
  • The text in a defined phrase is for convenience only and is not legally effective, however, the operation of the rights and obligations in the definition of the defined phrase will be determined by the other words in the clause incorporating the defined phrase.

Definitions

Account, Accounts

means a digital account used by Customer for the purpose of the Services.

Agreement, Agreements

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

Assignee, Assignees

means the party receiving ownership of the Intellectual Property Rights in the Provision.

Assignor, Assignors

means the party transferring ownership of the Intellectual Property Rights in the Provision.

Boilerplate Provisions

The following sections apply to the Agreement.

Further assurances

The parties agree to do everything required to give full effect to the Agreement.

Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

Electronic signature

The Agreement may be executed or entered into electronically.

Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.

Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.

Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

Binding on successors

The Agreement is binding on each party's successors and permitted assigns.

Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

Communication, Communications

means any contractual communication in connection with the Agreement.

Compulsory Condition, Compulsory Conditions

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

Confidential Information

means all information:

  • disclosed by the Disclosing Party to the Recipient Party; or
  • which otherwise becomes to be known by the Recipient Party,

that could reasonably be regarded as confidential to the Disclosing Party, and includes information relating to:

  • technology, processes, products, inventions or designs used or developed by the Disclosing Party;
  • trade secrets and know-how;
  • customer lists and customer data; and
  • commercially sensitive information.

Confidentiality Exception, Confidentiality Exceptions

means any exception to the Confidentiality Obligations set out in the Provision.

Confidentiality Obligation, Confidentiality Obligations

means the obligations regarding the Confidentiality Subject that are set out in the Module.

Confidentiality Period

means the Confidentiality Obligations period specified in the Provision, and if none is specified, 5 years from the end of the Agreement.

Confidentiality Purpose, Confidentiality Purposes

means the purpose for which the Recipient is allowed to use the Confidentiality Subject, as specified in the Provision.

Confidentiality Subject, Confidentiality Subjects

means the information described in the Provision, or any part of that information.

Consequential Loss, Consequential Losses

means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.

Cost, Costs

means any cost, expense, loss, damage, claim, demand, proceeding, judgment, settlement, lawyer or attorney's fees, court cost, or other liability.

Cover Direct Losses

Application of Indemnity

  • The Indemnities are subject to the application of any Compulsory Conditions.
  • To the fullest extent permitted by the law, the Indemnifying Party indemnifies the Indemnified Party and its directors, employees, agents and assigns, for all Costs suffered by them, however caused, in connection with each of the Indemnified Risks, with the exception of Consequential Loss.

Scope of Indemnities

  • The Indemnified Party must use reasonable endeavours to mitigate any Cost that arises that is subject to an Indemnity.
  • The Indemnity will not apply to Costs that are the subject of an Indemnity Exception, to the extent of that Indemnity Exception.

Separate Indemnities

Each Indemnified Risk described in the Provision will give rise to a separate indemnity in relation to that Indemnified Risk on the terms and conditions of the Module.

Indemnity details

Any Indemnity created by the Provision:

  • will survive the termination of the Agreement; and
  • will be additional to any contractual damages that the Indemnified Party might otherwise be entitled to claim.

Unless otherwise stated in the Provision, the Indemnified Party and Indemnifying Party agree that the Indemnified Party may make a claim under any Indemnity before any liability is crystallised, loss sustained or cost incurred.

Data

means any data or information conveyed to the Service by Customer.

Discloser, Disclosers

means the party or parties identified in the Provision as the party to whom Confidentiality Obligations are owed.

Disclosing Party, Disclosing Parties

means the party disclosing Confidential Information under the Agreement.

Example Limitation Risk, Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from advice, including:

  • reliance on advice or opinions in whatever form;
  • incorrect technical advice or data; and
  • failure to provide correct information.

Risks from data, including:

  • breach of privacy or data protection law;
  • digital security issues like malware;
  • breach of any law in connection with spam;
  • the storage of any third party data; and
  • corrupted or lost data.

Risks from software and network, including:

  • digital security issues like software vulnerabilities;
  • software in a testing phase like (or analogous to) beta and alpha software;
  • software or network that's inaccessible for any reason;
  • faulty technical data created by software;
  • the use of software for unlawful activity; and
  • failure of any software, hardware or network components provided by a third party.

Risks from intellectual property, including:

  • risks relating to infringement of third party intellectual property; and
  • any third party claim or legal action for intellectual property infringement.

Risks from the Agreement, including:

  • negligence connected with the Agreement and its subject matter;
  • third party reliance on the subject matter of the agreement;
  • any act or omission connected with the Agreement;
  • any delay connected with the Agreement; and
  • breaches of the Agreement.

Executed Version, Executed Versions

means the version of a document in "Executed" mode on the URL route /pact/.

Expansive Licence, Expansive Licences

  • The Licensor grants the Licensee a licence to the Intellectual Property Rights in the Licence Subject for the Licence Purpose. Unless otherwise specified in the Provision the licence is:
    • irrevocable;
    • transferrable;
    • sub-licensable;
    • perpetual;
    • non-exclusive;
    • royalty free; and
    • global.
  • Where there is a Licence Exception, the licence of Intellectual Property Rights above will not apply to the subject of the Licence Exception.
  • The licence granted above will be subject to any terms and conditions specified in the Provision.
  • Licensor warrants that the Licensee's legitimate exercise of the licensed Intellectual Property Rights for the Licence Purpose will not infringe the rights of any third party.
  • Licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the Licensee can use the Intellectual Property Rights for the Licence Purpose without infringing Moral Rights.

Feedback

means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.

GST Law, GST Laws

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

Indemnified Party, Indemnified Parties

means the party who is indemnified under the Provision.

Indemnified Risk, Indemnified Risks

means the areas of risk or potential liability described in the Provision.

Indemnifier

means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.

Indemnifying Party, Indemnifying Parties

means the party providing the Indemnity under the Provision.

Indemnity, Indemnities

means any indemnity created via the operation of the Provision and the Module.

Indemnity Exception, Indemnity Exceptions

means any exception described in the Provision to any Indemnity, Indemnities or Indemnified Risk.

Intellectual Property Right, Intellectual Property Rights

means, with the exception of moral rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:

  • copyright;
  • trade marks;
  • trade names, brand names or indications of source, appellation or origin;
  • inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
  • circuit layout designs;
  • registered or unregistered designs;
  • rights in databases;
  • topography rights;
  • design rights;
  • plant variety and plant breeder rights;
  • domain name registrations;
  • confidential information, trade secrets, and know how;
  • any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
  • any application for the registration of any of the above, and any rights to make such an application;
  • any right to take action to enforce any of the above rights; and
  • any licence from a third party to use any of the above.

Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

Parties

  • a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
  • any reference to a trustee includes any substituted or additional trustee;

Grammatical Forms

  • unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
  • "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
  • where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
  • headings are for convenience and will not affect interpretation;
  • words in the singular will be taken to include the plural and also the opposite;
  • "$" means the Australian dollar;

Document References

  • a reference to a document will be to that document as updated, varied or amended;
  • a document referenced by the Agreement will not take precedence over the referencing document;
  • when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
  • where a "URL" is mentioned, the non-operation of the "URL" will not render the rights and obligations associated with it invalid;
  • any referenced digital resource may be replaced with another digital resource that is a "copy" of the original resource;

Rights and Obligations

  • a reference to a party's conduct includes omissions as well as acts;
  • if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
  • where a party is required to do "anything necessary", this includes executing agreements and other legal instruments.

Keep Secret

Obligation of confidentiality

  • Recipient agrees to use the Confidentiality Subject solely for the Confidentiality Purpose.
  • Recipient agrees to keep the Confidentiality Subject strictly confidential for the Confidentiality Period.

Standard of confidentiality

Recipient agrees to:

  • use industry standard security techniques to prevent;
  • immediately notify Discloser of;
  • comply with Discloser's reasonable instructions regarding; and
  • use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the Confidentiality Subject for which Recipient is responsible in whole or in part.

Permitted disclosures

  • Recipient may disclose the Confidentiality Subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the Confidentiality Purpose.
  • Recipient may disclose the Confidentiality Subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of Recipient;
  • Recipient is also permitted to disclose the Confidentiality Subject if:
    • the disclosure is necessary in order to enforce the Agreement; or
    • the disclosure is required by law or a binding order of a government agency or court, but Recipient must not make such a disclosure without first notifying Discloser and giving Discloser a reasonable opportunity to object to the disclosure.
  • Recipient must comply with Discloser's reasonable requests with regard to any permitted disclosure.
  • Recipient must use reasonable endeavours to ensure any person receiving the Confidentiality Subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as the Confidentiality Obligations.

Exceptions

Where there is a Confidentiality Exception, the Confidentiality Obligations will not apply to the extent of the Confidentiality Exception.

Damages not an adequate remedy

  • The parties agree that:
    • the value of keeping the Confidentiality Subject confidential is difficult to assess; and
    • damages would not be an adequate remedy for the irreparable harm that would be caused by the Recipient's breach of the Confidentiality Obligations.
  • If Recipient actually breaches or threatens to breach the Confidentiality Obligations, Discloser will be entitled to enforce Recipient's Confidentiality Obligations by injunctive relief or specific performance, in addition to any other available remedy. The Discloser will not be required to prove actual or special damage in order to do so.

Mutual obligations

The Confidentiality Obligations may be mutual so that, if specified in the Provision, each party to the Agreement may simultaneously be a Discloser with respect to its own Confidentiality Subject and a Recipient with respect to another party's Confidentiality Subject.

Licence Exception, Licence Exceptions

means the exception to the licence of Intellectual Property Rights.

Licence Purpose, Licence Purposes

means the purpose for using the Intellectual Property Rights specified in the Provision or, if no purpose is specified, then any purpose.

Licence Subject, Licence Subjects

means the subject(s) of the licence of Intellectual Property Rights.

Licensee, Licensees

means the party to whom Intellectual Property Rights are licensed in the Provision.

Licensor, Licensors

means the party licensing the Intellectual Property Rights in the Provision.

Limitation Exception, Limitation Exceptions

means the exception to the limitation of liability in the Module that the Provision may or may not describe.

Limitation Risk, Limitation Risks

means the risks that may cause liability described in the Provision.

Limitation Subject, Limitation Subjects

means the subject(s) of the limitation of liability in the Provision (if any).

Limited Party, Limited Parties

means the party whose ability to recover Costs is limited by the limitation of liability in the Provision.

Limited To The Legal Minimum

Limited Party deals with the Limiting Party in respect of the Limitation Subject at its own risk. To the fullest extent permitted by law, Limiting Party excludes all liability (including Consequential Loss) to Limited Party for any liabilities connected directly or indirectly with the Limited Party and Limiting Party dealings in relation to the Limitation Subject, including liabilities based on:

  • contract law;
  • tort law; or
  • legislation,

and including liabilities caused by the Limitation Risks.

Where there is a Limitation Exception, this limitation of liability does not apply to the subject of the Limitation Exception.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by Limiting Party to Limited Party under the Agreement.

Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the Limiting Party and the Limited Party in respect of the Limitation Subject are excluded from the Agreement.

Compulsory Conditions

To the fullest extent permitted by the law, Limiting Party's liability to the Limited Party for breaching a Compulsory Condition in relation to the Limitation Subject is limited to:

  • in a case where a breach is deemed to be a breach in respect of goods:

    • the replacement of the relevant goods or the supply of equivalent goods;
    • the repair of the relevant goods;
    • the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
    • the payment of the cost of having the relevant goods repaired; and
  • in a case where a breach is deemed to be a breach in respect of services:

    • the resupply of the relevant services; or
    • payment of a sum equal to the cost of resupplying the relevant services.

The Limiting Party will choose which of these options will apply.

Limiting Party, Limiting Parties

means the party relying on the limitation of liability in the Provision.

Module

means the module of terms and conditions imported with a defined phrase by the relevant Provision.

Moral Right, Moral Rights

means the rights commonly referred to as "moral rights", such as the right of attribution, which are recognised in the jurisdiction of the Agreement.

Personal Information

means the personal information of individuals as defined by the privacy laws of the Agreement's jurisdiction.

Posted Content

means any content or information posted by Customer that is available to third parties.

Privacy Policy

means Provider's privacy policy published at https://pages.trytreescribe.com/privacy.

Product IP

means the Intellectual Property in the Service.

Prohibited Information

means information:

  • that could reasonably be considered racist or hate speech;
  • that infringes the intellectual property rights of a third party;
  • to harass any third party;
  • that is pornographic in nature;
  • that could reasonably be categorised as "malware"; or
  • that is unlawful.

Provision, Provisions

means, in relation to a particular instance of a defined phrase, the provision in the Agreement that uses the defined phrase.

Recipient, Recipients

means the party or parties identified in the Provision as owing Confidentiality Obligations to the other party or parties.

Recipient Party, Recipient Parties

means the party that receives Confidential Information from the Disclosing Party.

Service, Services

means "Treescribe", the web-based application for creating legal agreements, provided by Provider.

Term, Terms

means a time period of 1 month.

Transfer Exception, Transfer Exceptions

means the exception to the transfer of Intellectual Property Rights.

Transfer Intellectual Property Ownership, Transfers Intellectual Property Ownership

  • Assignor assigns all current and future Intellectual Property Rights in the Transfer Subject to Assignee.
  • The assignment is global unless the Provision specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
  • Assignor warrants and represents to Assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the Assignee's legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
  • Assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
  • Assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the Assignee can deal in the Intellectual Property Rights in the Transfer Subject in accordance with this clause without infringing Moral Rights.
  • Where there is a Transfer Exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the Transfer Exception.

Transfer Subject, Transfer Subjects

means the subject(s) of the transfer of Intellectual Property Rights in the Provision.