CORPORATEHEALTH INTERNATIONAL APS´S RIGHTS AND DUTIES
CorporateHealth International ApS will perform its services as described in the Offer. Within the framework of this agreement, CorporateHealth International ApS is free to design and plan the execution of the services.
This agreement does not in any way restrict CorporateHealth International ApS’s access to perform similar services for other clients or parties.
Notwithstanding anything else in this agreement, CorporateHealth International ApS shall have no other responsibility than to exercise professional medical skill, care and diligence in the performance of the services under the agreement.
The contribution of the client is described in the Offer.
REPRESENTATIONS AND WARRANTIES
CorporateHealth International ApS warrants that it either owns or possesses all the necessary rights, licenses and authorizations in relation to the services for the performance of its obligations under the agreement and that the use of services will not infringe on the intellectual property rights of any third party.
CorporateHealth International ApS warrants that it will defend the client against any claim or demand of any third party based on the alleged violation of the intellectual property rights of third parties in relation to the performance of this agreement. CorporateHealth International ApS undertakes to hold harmless and to fully indemnify (including reasonable attorney’s fees) the client for any amount paid by the client in relation with such claim or demand based on the alleged violation of intellectual property rights.
INTELLECTUAL PROPERTY RIGHTS
The client will be entitled to use the material handed over to the client as decision support for diagnostic purposes.
CorporateHealth International ApS will retain all rights to any ideas and inventions developed as a part of the delivery of the services.
IPR shall be defined as all intellectual property rights (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights, and all other rights of a similar nature throughout the world) related to the services at all points in time. IPR belongs exclusively to CorporateHealth International ApS. No IPR is transferred as part of this agreement.
The client is granted a royalty free, non-transferable, non-sub-licensable, non-exclusive right and license to use the results of the services in each clinical case with each patient. The services may not be sold or distributed further in any form by the client or any of the client’s affiliates.
Upon termination of this agreement, the royalty free, non-transferable, non-sub-licensable, non-exclusive right and license to use the services is revoked by CorporateHealth International ApS and the client will no longer be permitted to use the Software Services. To protect the IPR of CorporateHealth International ApS and limited to a period of 24 months upon termination of this agreement, the client will not offer a competing capsule service to the market.
CorporateHealth International ApS may use the name of the other party in connection with promotion of its business, products and services as well as for the purpose of reference.
Any data input to and created through the Software Services belongs to the client. CorporateHealth International ApS has full access to the data for operational purposes and, in anonymized form, for ongoing research and development. To the extent permitted by statutory law and upon written request from the client, CorporateHealth International ApS commits to delete any data belonging to the client.
CorporateHealth International ApS shall only be liable to pay compensation (damages) for direct loss of the client arising out of or in connection with the agreement if a breach of clause 2.3 is established against CorporateHealth International ApS.
CorporateHealth International ApS is not liable for any operating loss, loss of profits, increased costs or any other indirect or consequential loss.
CorporateHealth International ApS’s liability for damages cannot exceed the total fees paid to CorporateHealth International ApS, however with a maximum of the annual fee for delivering the services for any rolling 12 month period at the time a claim is made.
CorporateHealth International ApS’s liability will cease 2 years from the conclusion of the services to which the error or omission relates.
The client must complain in writing to CorporateHealth International ApS without undue delay after the time when the client becomes aware or should have become aware of the existence of a possible liability in damages. If the complaint is not put forward in due time, the client will lose his right to hold CorporateHealth International ApS liable for damages.
The agreement can be terminated at will with at least a calendar quarter´s written notice and only to the end of a calendar quarter.
BREACH OF CONTRACT
Either of the parties may terminate this agreement without notice in case the other party commits a material breach.
Termination is conditional upon the party wanting to claim breach of contract having communicated in writing to the other party, detailing the nature of the breach and stating that this agreement will be terminated unless the breach is remedied within 20 (twenty) days.
The following circumstances of force majeure or other circumstances which are outside the control of the parties will exempt from liability if they occur after the formation of this agreement and prevent the performance of it: labor disputes or any other circumstances beyond the parties’ control, such as fire, war, mobilization or unforeseen military calling up, currency restrictions, riot or unrest, acts of terrorism, including computer virus and hacking; power or telecommunications failure, breakdown of or lack of access to IT systems or damage to IT systems or damage to data in such systems caused by any of the events listed above, regardless of whether the party or a third-party supplier is in charge of the operation of the systems; lack of means of transportation, general scarcity of goods, restrictions on motive power plus defects in or delay of supplies from suppliers or sub-suppliers caused by any of the above circumstances.
Either party is entitled to terminate this agreement by written notice to the other party if performance of this agreement becomes impossible within reasonable time due to one or more of the above circumstances.
“Confidential Information” means all information, whether written or oral, and in any form including, without limitation customer data as specified in clause 7.7., engineering documents, research and development, manuals, reports, designs, drawings, plans, flowcharts, software (in source or object code), program listings, data file printouts, printed circuit boards, processes, component part listings and prices, product information, new product plans, sales and marketing plans and/or programs, pricing information, customer lists and other customer information, financial information and employee files or other employee information relating to the disclosing party’s business or technology which is disclosed by the disclosing party either directly or indirectly to the receiving party.
Confidential Information received for the purpose of this agreement is, and shall remain, the property of the disclosing party. Nothing herein shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information except as expressly provided herein. The receiving party acquires hereunder only a limited right to use the Confidential Information solely for the purpose of the agreement.
The receiving party agrees that it shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of Confidential Information to third parties. The Confidential Information may be disclosed only to the receiving party’s employees with a “need to know” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein. The receiving party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the receiving party shall not affect the confidential nature or ownership of the same as stated hereunder.
This agreement shall impose no obligation of confidentiality upon the receiving party with respect to any portion of the Confidential Information received hereunder which is: (i) now or hereafter, through no unauthorized act or failure to act on the receiving party’s part, in the public domain; (ii) known to the the receiving party without an obligation of confidentiality at the time the receiving party receives the same from the disclosing party, as evidenced by written records; (iii) hereafter furnished to the receiving party by a third party as a matter of right and without restriction on disclosure; or (iv) independently developed by the receiving party without use of the Confidential Information. Nothing in this agreement shall prevent the receiving party from disclosing Confidential Information to the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving party shall (a) assert the confidential nature of the Confidential Information to the agency; (b) immediately notify the disclosing party in writing of the agency’s order or request to disclose; and (c) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
ASSIGNMENT OF RIGHTS AND DUTIES
The parties may not without the other party’s written consent assign its rights or duties under this agreement to any third party. Such consent may not be refused without factual cause.
LAW AND VENUE
This agreement is governed by Danish law.
In case of disagreement between the parties as to the performance of this agreement, the parties undertake to keep a conciliation meeting at eight days’ notice where the parties’ advisors, if any, will participate; the purpose of the meeting is to open negotiations with a view to solving the dispute.
If a conciliation meeting has been held without any agreement between the parties, either party is entitled to take legal action in accordance with 10.4 below.
Any disagreement or dispute between the parties as to the interpretation or scope of this agreement is to be settled in accordance with the rules governing the hearing of cases at the Danish Institute of Arbitration (Danish Arbitration). All members of the arbitration court are to be appointed by Danish Arbitration in accordance with the above rules. One member of Danish Arbitration will take part in solving the dispute.
CorporateHealth International ApS – Standard terms of Business
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