Terms & Conditions
Version 1.00.03 - 25 June 2015
In the furtherance of the performance of this application it shall become necessary for the parties to disclose confidential information to each other.
Any and all information of whatever nature (whether commercial, technical, financial, operational or otherwise, in whatever form and whether or not recorded in any way), which is not publicly known and which is at any time prior or after the date of this application made available to Udugu Institute by the Applicant or on behalf of the Applicant, and any information of whatever nature developed jointly by the parties is considered as confidential information (“Confidential Information”).
Udugu Institute undertakes the following:
1.1 To treat and safeguard as private and confidential all information and data received or held by it arising out of, and apparent in the application or provide by Applicant for the purpose of this engagement.
1.2 It shall not use the Confidential Information other than for the purposes of the parties’ business with each other and shall disclose it only to their respective officers, directors, employees, or partners with a specific need to know for the purposes of evaluating Applicant materials for the 2015 Innovation Baraza Exhibition.
1.3 Not to make any copies or reproduce the confidential information or extracts there from except for the purposes of evaluating Applicant materials for the 2015 Innovation Baraza, in which Udugu Institute will institute proper and effective procedures to control the copying and distribution of such documents.
1.4 To ensure that proper and secure storage is provided for the confidential information.
1.5 To ensure that each party’s subsidiaries, officers, employees, agents and advisors, and the officers, employees, agents, or advisors of its subsidiaries strictly observe the terms agreed by the parties and that each of the parties shall be responsible for any breach by any of the aforesaid class of persons, and shall indemnify either party in respect of all damage which may arise directly or indirectly from the unauthorized disclosure of the confidential information.
1.6 Not to make any announcement with respect to the confidential information without the written agreement of the other party as to the form, content and timing of the announcement.
1.7 Upon request of either parties, the party in possession of any confidential information shall return all such Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within seven (7) days of such request.
1.8 Udugu Institute shall have no obligation under this engagement with respect to Confidential Information, which is or becomes publicly available without breach of these terms and conditions or if it rightfully received the information without obligations of confidentiality; or if developed by itself without breach of this Agreement.
1.9 All intellectual property rights of the Applicant (including but not limited to artworks, project proposals, concept notes,presentations,notes,diagrams, designs, drawings any other artistic concepts and samples related to the application together with any modifications, adaptations or amendments thereto), shall vest in the Applicant at all times.
1.10 Nothing contained in this Application shall be deemed to assign, cede or in any other way transfer any of such rights from Applicant to Udugu Institute.
1.11 Udugu Institute shall not sell, distribute or supply such intellectual property to any third party or make any commercial use of the same without Applicant’s prior written consent.
1.12 Udugu Institute shall not willfully do or cause to be done or permit any activity that may prejudice or damage the Applicant’s ownership/right to its intellectual property and/or the goodwill associated thereto.