Terms and Conditions
Eagle Genomics Standard Terms and Conditions
Intellectual Property Rights and Subscription Licence
a) Eagle Genomics (“EAGLE”) Intellectual Property Rights (“EAGLE IP”) shall mean all EAGLE owned intellectual property rights howsoever arising, including but not limited to rights in EAGLE’S platform, software, copyright, registered and unregistered design rights, patents, rights relating to databases, registered and unregistered trade and service marks and know how properly owned by EAGLE before the start of any work, together with any intellectual property arising as a result of creating any deliverables. EAGLE shall remain the owner of all EAGLE IP unless specifically agreed and specified otherwise in customer agreements.
b) EAGLE IP shall not be used to create derivative works of any kind. User agrees not to modify, alter or reverse engineer any deliverables of EAGLE IP.
c) In respect of the EAGLE platform, user agrees:
i. not to copy the whole or any part of the EAGLE platform except as required to exercise its rights under the licence
ii. not to adapt modify or alter in any way the whole or any part of the EAGLE platform except as required to exercise its rights under the licence
iii. not to disassemble, decompile, reverse engineer or convert the whole or any part of the EAGLE platform from object code into source code except to the extent permitted by law;
iv. except as expressly permitted by this Agreement, part with possession of, lend, or transfer any part of the EAGLE platform to any other person or fail to keep the EAGLE platform safe and secure;
v. not to use any of the confidential information of EAGLE contained in or derived from the EAGLE platform to develop or market any software which is substantially similar in its function or expression to any part of the EAGLE platform.
d) EAGLE warrants that as far as it is aware, the EAGLE platform does not infringe a third party’s intellectual property rights. If any valid claim of breach of such warranty is brought to EAGLE’s attention, it may, at its option and expense as the user’s sole remedy:
i. obtain a licence from the third party so that the EAGLE platform does not infringe; or
ii. modify or replace the EAGLE platform without materially reducing its overall performance so it does not infringe
Confidentiality and Non-Disclosure
a) For the purposes of this Agreement, any of EAGLE’s existing proprietary systems and/or documentation or information designated as confidential which is disclosed to users shall be considered confidential information. Such confidential information shall be subject to the confidentiality obligations set forth in this section
b) For the purposes of this Agreement, any of the user’s existing proprietary systems and/or documentation or information designated as confidential which is disclosed to EAGLE shall be considered confidential information. Such confidential information shall be subject to the confidentiality obligations set forth in this Section.
c) The receiving party shall treat the confidential information as confidential and shall not disclose it without the prior written consent of the disclosing party. The receiving party shall limit the use and circulation of such information, even within its own organization, to employees or contractors who have a reasonable need to know the information.
d) The confidentiality obligations imposed on either party hereunder shall not apply with respect to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) is independently developed by the receiving party without access to the confidential information; or (iv) is required to be released by court order, provided that the receiving party timely notifies the disclosing party of such court order.
e) At any time at either party’s option, each party shall return to the other party all confidential information as supplied to it by such other party in a tangible format.