How are Morff users covered under Confidentiality & IP?

How are Morff users covered under Confidentiality & IP?

  1. The term “Disclosing Party” shall mean the Party disclosing Confidential Information, as defined below, to the other Party. The term “Receiving Party” shall mean the Party receiving Confidential Information owned by the Disclosing Party directly or indirectly from the Disclosing Party.

  2. The Parties acknowledge and agree that all tangible and intangible information obtained, developed or disclosed including all documents, data, papers, statements, any business/customer information, trade secrets, and process of the Disclosing Party is the confidential and proprietary information of the Disclosing Party (Confidential Information), and the Receiving Party shall hold such Confidential Information in strict confidence. 

  3. Confidential Information includes any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of this Agreement, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information; provided that Confidential Information shall not include any information which:

    1. is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received directly or indirectly from the Disclosing Party;

    2. is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof;

    3. becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; or

    4. is independently developed by agents of the Receiving Party without access to, or the benefit of, any Confidential Information.

  4. In consideration of the Disclosing Party’s disclosure to the Receiving Party of Confidential Information, the Receiving Party shall retain in strict confidence, and not disclose in any manner whatsoever, in whole or in part, to any person.

  5. Nothing in this Agreement shall obligate either Party to refrain from disclosure of Confidential Information to the extent such disclosure is required by law including without limitation, pursuant to the terms of a court or tribunal order or in connection with litigation, arbitration or other proceedings, the Receiving Party shall use its reasonable efforts to give prior prompt notice of such disclosure to the Disclosing Party, and shall allow the Disclosing Party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the Disclosing Party’s behalf, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure.  In any event, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required to be disclosed and will exercise reasonable efforts to obtain confidential treatment for that part of the Confidential Information being disclosed.  The Freelancer will fully cooperate with the Buyer’s efforts and requests in relation to any litigation hold or other requirements relating to electronic discovery rules or procedures that affect the Buyer’s Confidential Information.

  6. Upon the termination of this Agreement, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party's control have been destroyed.  In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 9, the Disclosing Party shall be entitled to an injunction (without posting any bond therefore) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information, or from rendering any service to any third party to whom the Confidential Information, in whole or in part, has been disclosed or to whom the Receiving Party is threatening to disclose same.  Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to Disclosing Party for such breach or threatened breach, including the recovery of damages.

  7. For purposes of this Agreement, “Intellectual Property” shall include, without limitation, all data, designs, discoveries, creations, works, devices, masks, models, work in progress, deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by the Freelancer, alone or with others, which specifically result from, or were created to provide the Services performed by the Freelancer pursuant to this Agreement. The Freelancer’s worldwide right, title and interest in and to the Intellectual Property including all associated intellectual property and moral rights therein, on a perpetual and royalty free basis shall stand automatically transferred in respect of each Milestone Deliverable upon the receipt of the Milestone Approval in respect of such Milestone Deliverable. The Buyer will have the sole right to determine the treatment of any Intellectual Property, including the right to use, publish and disclose it, to file registrations for copyright or trademark in its own name or to follow any other procedure that the Buyer deems appropriate. Freelancer further agrees to execute all deeds, documents, instruments, undertakings, make all applications and filings that are reasonably required to give full effect to this provision and to transfer full title in all Intellectual Property, to the Buyer. The Freelancer also hereby expressly waives the application of Section 19(4) of the Copyright Act, 1957. The Freelancer agrees to disclose promptly, in writing, to the Buyer all Intellectual Property and to treat all Intellectual Property as the Buyer Confidential Information as described above. For the avoidance of doubt, it is clarified that nothing in this Agreement or the Terms of Use shall prevent the Freelancer from claiming to be the author of the Intellectual Property contained in the Milestone Deliverable, and to showcase it for marketing, promotional, publicity and other related purposes only after the work is available to public/published by the Buyer or the Buyer provided approval for the same.

  8. Nothing herein shall give the Buyer any ownership rights in any works or innovations judgments, fines, penalties,  damages of, and liabilities to, the Indemnified Parties or to a third party and costs and expenses of the Indemnified Parties, including, without limitation, reasonable attorneys’ fees, court costs and other legal expenses (collectively, “Claims”), arising out of or in connection with (i) the Indemnifying Party’s gross negligence or willful misconduct in its performance of this Agreement; (ii) when applicable, the Indemnifying Party’s failure to meet its duties and obligations, as the agent or duly authorized representative of the Indemnified Parties under this Agreement; (iii) the Indemnifying Party’s violation of applicable Law in connection with its performance of this Agreement; or (iv) the Indemnifying Party’s violation of any third party’s trade created by the Freelancer prior to, or during work unrelated to, the performance of Services by the Freelancer under this Agreement, or in connection with the requirements of the Freelancer’s own operations (“Pre-existing Works”)

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