|
MSA 2020 - for use in North America
<br />7. ACCEPTANCE
<br />As part of the Services, SpearTip will provide Client with the Deliverables identified in the SOW/Proposal.
<br />SpearTip's conformity to the specifications and service levels set forth in the SOW/Proposal will solely
<br />determine Client's right to reject the Deliverables. Client shall report any deficiencies in the Deliverables in
<br />writing within ten (10) days of receipt specifying in detail the deficiencies. If Client does not report any
<br />deficiencies within the ten (10) day period, the Deliverables will be deemed accepted. SpearTip will correct
<br />the deficiencies within a reasonable time period. Client acknowledges that SpearTip's ability to correct any
<br />defects in the Deliverables is dependent upon and may be delayed due to third -party vendors or licensors.
<br />8. NOT AN EXCLUSIVE AGREEMENT
<br />It is expressly understood and agreed that this Agreement does not grant to SpearTip any exclusive rights
<br />to do business with Client and that Client may contract with other suppliers for the procurement of
<br />comparable services. Client makes no guarantee or commitment for any minimum or maximum amount of
<br />Services to be purchased under this Agreement. Nothing in this Agreement will prevent SpearTip from
<br />marketing, developing, using and performing services or delivering products similar to or competitive with
<br />the Services furnished under the Agreement.
<br />9. PROPRIETARY RIGHTS
<br />9.1 Work Product. Except for SpearTip Pre -Existing IP (as defined below), any material or
<br />data generated, designed or developed while performing the Services, including any intellectual property
<br />rights and the intellectual property rights therein (collectively the "Work Product") and all rights, title and
<br />interest in and to the Work Product shall belong to Client. SpearTip assigns all intellectual property rights
<br />in the Work Product to Client.
<br />9.2 Preexisting SpearTip Materials. SpearTip retains all right, title and interest in and to
<br />SpearTip Pre -Existing IP. "SpearTip Pre -Existing IP" shall mean all pre-existing information, data, software,
<br />tools and other materials developed by or for SpearTip prior to commencement of the Services or developed
<br />by or for SpearTip independently outside the scope of the Services. All improvements, add-ons or
<br />modifications to SpearTip Pre -Existing IP shall be the exclusive property of SpearTip. SpearTip grants to
<br />Client a perpetual, paid-up, non-exclusive, non -transferable license to use the SpearTip Pre -Existing IP for
<br />Client's internal business purposes, any SpearTip Pre -Existing IP which are incorporated in a Deliverable
<br />or necessary for Client to use as a Deliverable.
<br />9.3 Reservation of Rights. Neither party will be prevented from using ideas, concepts,
<br />expressions, techniques, know-how, skills and experience possessed by it prior to, or developed or learned
<br />by it in the course of, performance of its obligations under the Agreement.
<br />10. CONFIDENTIALITY/NONDISCLOSURE
<br />10.1 Confidential Information, Standard of Care. Subject to the requirements of the Texas
<br />Public Information Act in the performance of or otherwise in connection with this Agreement, one party
<br />("Disclosing Party") may disclose to the other party ("Recipient") certain Confidential Information of the
<br />Disclosing Party. "Confidential Information" will mean any information, technical data, or know-how
<br />(including, but not limited to, information relating to research, products, software, services, development,
<br />inventions, processes, engineering, marketing, techniques, clients, customers, insureds, policyholders,
<br />claimants, Client's sales agents, pricing, internal procedures, business and marketing plans or strategies,
<br />finances, employees and business opportunities) disclosed by the Disclosing Party to Recipient either
<br />directly or indirectly in any form whatsoever (including, but not limited to, in writing, in machine readable or
<br />other tangible form, orally or visually): (i) that has been marked as confidential; (ii) whose confidential nature
<br />has been made known by Disclosing Party, orally or in writing, to Recipient; or (iii) that due to its character
<br />and nature, a reasonable person under like circumstances would treat as confidential. The Recipient will
<br />treat such Confidential Information as confidential and proprietary to the Disclosing Party and Recipient will
<br />not be deemed by virtue of the Agreement or any access to the Disclosing Party's Confidential Information
<br />to have acquired any right or interest in or to any such Confidential Information. During the Term of this
<br />Agreement and for a period of two (2) years thereafter Recipient will: (a) use the Confidential Information
<br />of the Disclosing Party solely for the purposes set forth in this Agreement; (b) take suitable precautions and
<br />measures to maintain the confidentiality of the Confidential Information of the Disclosing Party; (c) afford
<br />Disclosing Party's Confidential Information at least the same level of protection against unauthorized
<br />MSA 2020 3 Confidential and Proprietary
<br />
|