TERMS AND CONDITONS FOR OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
PARTIES
(1) PJLJ LIMITED incorporated and registered in England and Wales with company number 10481622 whose registered office is at Fruitworks Co-Working, 1-2 Jewry Lane, Canterbury, Kent, England, CT1 2NP (the Company); and
(2) You (the Content Provider).
BACKGROUND
(A) The Content Provider supplies content creation services and has agreed on the instructions of the Company to create content for use by the Company at its events (the Content).
(B) The Content Provider has agreed to assign to the Company all Intellectual Property Rights in the Content on the terms set out in these Conditions.
AGREED TERMS
1. Definition
The following definitions apply to these Conditions:
Conditions: these terms and conditions as amended from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2. Ownership of Intellectual Property Rights
2.1 The Intellectual Property Rights in the Content shall, at the Commencement Date or (if later) on creation of the rights, vest in the Company. The Content Provider assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to the Company.
2.2 The Content Provider shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that the Company may consider necessary or desirable to perfect the right, title and interest of the Company in and to the Intellectual Property Rights in the Content.
2.3 The Content Provider shall: 2
2.3.1 procure the irrevocable waiver of all moral rights in the Content, to the extent permitted by law;
2.3.2 ensure that records are maintained that are sufficient to provide evidence of the process of independent creation of the Content; and
2.3.3 be responsible for ensuring that written agreements are entered into with, and adhered to by, any subcontractors engaged in creating Content and that, unless otherwise agreed with the Company in writing in advance, the terms of engagement of such subcontractors are consistent with, and enable the Content Provider to fully to comply with, the provisions as to the Content set out in these Conditions, including this clause 2.
3. Confidentiality
3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or clients or of the other party, except as permitted by clause 3.2.
3.2 Each party may disclose the other party’s confidential information:
3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3.2; and
3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Conditions.
4. General
Governing law and Jurisdiction. These Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.