“Client” means the person, firm or company purchasing Services from the Company;
“Company” means Praxis Aerospace Concepts International, Inc or another company in its group (Praxis Aerospace Concepts Incorporated) which is entering into the Agreement;
“Intellectual Property Rights” means any and all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, copyright, rights in databases, data, source codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent rights whether or not registered or capable of registration and whether subsisting in the United States or any other part of the world together with all or any related goodwill;
No implied terms
Except as expressly stated in these terms and conditions, all warranties, undertakings, duties, terms and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are excluded to the fullest extent permitted by law.
Where the Services result in the production of reports, software, courseware or other materials (“Deliverables”) such Deliverables shall be submitted to the Client in draft form for the Client’s review and the Client shall provide the Company with written feedback on those Deliverables. The Company will incorporate agreed changes to the draft Deliverables and then issue them to the Client. If the Client does not provide any written feedback in relation to the Deliverables within fourteen days of issue, those Deliverables shall be deemed to be in final form. The Services shall be deemed to be completed upon the issue of all Deliverables in final form and/or upon the completion of all activity set out in the Statement of Work.
To the extent that the Deliverables or any document, software, data or other material developed by the Company in the course of performing the Services constitutes an original work or includes or incorporates a pre-existing work or proprietary item of the Company all right, title and interest (including all Intellectual Property Rights) shall be and remain vested in the Company. Subject to payment of all fees due under the Agreement, the Company grants to the Client a non-exclusive licence to use the same to the extent necessary to enable the Client to possess and use the Deliverables for its internal business only.
The Client and the Company shall retain all right, title and interest (including all Intellectual Property Rights) in all documents, software, data or other materials which constitute the pre-existing works or proprietary items belonging to them respectively and which are provided for use in connection with the performance of the Services. The Client grants to the Company a non-exclusive royalty free licence to use these items belonging to the Client to perform the Services. Upon termination of the Agreement the Company shall return to the Client or destroy, at the Client’s option, such documents, software, data or other materials, provided that if the Client does not notify the Company of its election within one (1) month following termination, the Company shall be entitled to dispose of those items in any reasonably appropriate manner.
Intellectual Property indemnity
Subject to the terms of this Agreement the Company shall indemnify the Client against any loss, claims, damages or expenses (including reasonable costs) that may be incurred or suffered by the Client in respect of any claim or action that the possession or use of the Deliverables by the Client in the manner envisaged by the Agreement infringes the Intellectual Property Rights of any third party (an “Intellectual Property Infringement”) provided that the Client:
1. gives notice to the Company of any Intellectual Property Infringement as soon as reasonably practicable on becoming aware of it;
2. gives the Company the conduct of the defense to and any settlement negotiations in relation to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or attempt to settle or compromise the claim or action without prior consultation with and written consent of the Company which shall not be unreasonably withheld or delayed; and
3 acts in accordance with the reasonable wishes of the Company and gives the Company such assistance as the Company shall reasonably require in respect of the conduct of the defense.