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IP Policy

Purpose

We are proud of the documents, information, slides, hand-outs, know-how and materials that we develop and present to our clients and prospects. Consequently, we ask that our rights be respected, and our documents, information, slides, hand-outs, know-how and materials be used and presented correctly.

 

Our intellectual property

We and our licensors shall retain ownership of all intellectual property rights in all documents, information, slides, hand-outs, know-how and materials that we use during the performance of our services or which we otherwise provide to you (“Deliverables”).

 

Your right to use our intellectual property

We grant to you a non-exclusive and perpetual licence to use the Deliverables for your own internal business purposes.

You shall not:

  • sub-license, assign or otherwise transfer the rights granted to you (whether to an affiliate or other third party),
  • disclose any Deliverables to any affiliate or other third party without our prior written consent,
  • make the Deliverables available on your company website, except where the Deliverables are password-protected and accessible only by your employees,
  • copy or reproduce any Deliverables except to such of your officers and employees as may be necessary to make full and proper use of the Deliverables,
  • amend or develop any Deliverables (including transferring any Deliverables into your own corporate template or colours) without our prior written consent,
  • remove or amend any copyright and proprietary notices contained within the Deliverables,
  • present any Deliverables, or engage any third party to present any Deliverables, by way of a training, information or similar session or workshop,
  • use any Deliverables other than for your own internal business purposes, nor
  • make any commercial use of any Deliverables.

You will ensure that any employee who receives a copy of, or access to, the Deliverables is made aware of this policy. Upon the cessation of that person’s employment with you, you will ensure that person returns any copies of the Deliverables to you, and no longer has any right to access copies of the Deliverables.

 

Our responsibilities

We warrant that your receipt and proper use of the Deliverables will not infringe the intellectual property rights of any third party. This warranty shall not apply to any infringement that is caused by:

  • you using the Deliverables, or allowing the Deliverables to be used, in breach of the terms set out in this policy,
  • the use or inclusion of any documents, information, items and materials owned by you or your licensors in the Deliverables,
  • any modification of the Deliverables other than by us, or
  • our compliance with your specifications or instructions.

We shall indemnify you against all direct liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any breach of that warranty, provided that you:

  • notify us in writing of any claim against you in respect of which you wish to rely on the indemnity (and we shall not be liable for any out-of-pocket costs or expenses incurred by you prior to such notification),
  • allow us to conduct all negotiations and proceedings and to settle the claim, always provided that we shall obtain your prior approval of any settlement terms, such approval not to be unreasonably withheld or delayed,
  • provide us with such reasonable assistance regarding the claim as we may required,
  • do not make any admission relating to the claim or attempt to settle it without our prior agreement, and
  • take all reasonable steps to mitigate any liabilities, costs, expenses, damages and losses suffered or incurred by you.

Our liability relating to this warranty and indemnity shall be limited as follows:

  • we shall not be liable for any reason whatsoever or howsoever for any loss of profits, sales or business, agreements or contracts, anticipated savings, goodwill or data, nor for any indirect, consequential, special or punitive loss, and
  • our total liability whatsoever or howsoever shall be limited to a sum equivalent to 150% of the aggregate fees payable by you in respect of the services that breached the warranty.