Legal

PLEASE READ THIS COPYRIGHT LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE CREATING PRODUCTS OR PERFORMING SERVICES INVOLVING LICENSED COPYRIGHTED WORK ON BEHALF OF MBSATA. BY COMMENCING WORK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT COMMENCE WORK.

1 Definitions

1.1 Appropriate Standard of Care means using procedures and precautions of at least the same degree of care that each party uses to protect its own Confidential Information [subject to the limitation(s) in Section 4.1].

1.2 Company Business means the business of discovery, training, research, development, manufacturing, formulation, licensing, marketing, promotion, distribution, producing, performing, leasing, and/or selling of any products or services or any other activities that are necessary or appropriate to run MBSATA.

1.3 Confidential Information means non-public or proprietary information relating to either party’s business that is obviously confidential or communicated in writing or in a discussion that is indicated to be confidential or proprietary to either party, by either party’s employees or agents or through the inspection of either party’s properties, including but not limited to either party’s services, designs, business plans, business opportunities, prior and current clients, vendors, partners, financial information, research, development, know-how, personnel, or third-party non-public or proprietary information.

1.4 Content means all written content (e.g., articles, blog posts, infographics, e-books), audio, video, images, and other audio-visual works, and other forms of physical or electronic content, information, data, or copyrighted materials, in its complete or incomplete form, used to perform any work on behalf of MBSATA.

1.5 Feedback means any ideas, comments, suggestions, or recommendations to either party regarding either party’s Confidential Information.

1.6 Licensed Copyrighted Work means the original material object or body of work and any reproduction or derivative works created by or on behalf of MBSATA whose use, manufacture, performance, production, reproduction, display, distribution, or sale would, absent the license granted under this Agreement, constitute an infringement. It includes all license and copyright rights therein in all forms.

1.7 Promotional Materials means all sales and marketing representative training materials and all written, printed, graphic, electronic, audio, or video presentations of information, including, without limitation, journal and periodical advertisements, sales visual aids, formulary binders, reprints, direct mail, direct to consumer advertising, internet postings, broadcast advertisements, packaging, labeling, sales reminder aides (such as pens, keychains, and other such items) and any other publicly disseminated or accessible materials for the purpose of advertising, marketing, and promoting MBSATA and its business.

1.8 Work Development Process means the system of steps and tasks, which include any related documentation, schematics, layout, bill of materials, and other information created by you to create, perform, or develop Licensed Copyrighted Work and/or Content.

2. General

2.1 Acknowledgement of Intellectual Property Rights. You acknowledge that MBSATA is producing a Licensed Copyrighted Work and/or Content for Company Business.

2.2 Ownership of Licensed Copyrighted Work and Content. You acknowledge and agree that you own the Licensed Copyrighted Work and/or Content as of the effective date of this Agreement and can freely transfer the rights therein.

2.3 License to Licensed Copyrighted Work and Content. Subject to the terms and conditions of this Agreement, you grant an irrevocable, exclusive, worldwide, royalty-free, perpetual, fully paid-up, sublicensable, and transferable license to MBSATA for any Licensed Copyrighted Work and/or Content created or performed on behalf of MBSATA. You grant MBSATA complete ownership of the Licensed Copyrighted Work and/or Content and acknowledge that you have no interest or ownership in the Licensed Copyrighted Work and/or Content. You acknowledge that MBSATA has all intellectual property rights to any Licensed Copyrighted Work and/or Content and any collective work or compilation in which your any Licensed Copyrighted Work and/or Content is incorporated.

2.4 Release for Promotional Materials and Company Business. You grant MBSATA the right to use your name, likeness, image, voice, appearance and/or performance whether recorded on or transferred to videotape, video files, film, slides, photographs, audio tapes, or other media, now known or later developed as Content in its Promotional Materials and Company Business. This grant includes, without limitation, the unlimited right to edit, mix or duplicate and to use or re-use that Content. MBSATA shall have complete ownership of the Content in which you appear, including copyright interests, and I acknowledge that I have no interest or ownership in the Content or its copyright. You also grant MBSATA the right to broadcast, exhibit, market, sell, and otherwise distribute the Content, either in whole or in parts, and either alone or with other products, for commercial or non-commercial purposes. You agree that you shall not make any claim, action, suit, or demand of any kind against MBSATA or its successors, assigns and licensees, including but not limited to those grounded upon invasion of privacy, rights of publicity or other civil rights, or for any reason in connection with the MBSATA’s authorized use of your name, likeness, image, voice, appearance and/or performance as herein provided.

2.5 Consideration for License. You acknowledge and agree the consideration to which you agreed at the signing of this Agreement is adequate for the License granted herein.

3. Permitted Uses and Restrictions

3.1 Use of Licensed Copyrighted Work and Content. You grant MBSATA the unlimited right to use, reproduce, distribute, publish, display, and perform the Licensed Copyrighted Work and/or Content or any part thereof.

3.2 Use of Trademarks and Service Marks. You grant MBSATA the right to use your trademarks and service marks in its Promotional Materials.

3.3 No Right of Inspections. MBSATA may make modifications to or derivatives of the Licensed Copyrighted Work and/or Content as it deems necessary, including reformatting, making corrections, condensing length, quoting or extracting, or combining with other related content. You have no right to inspect or assert editorial control over MBSATA’s use of the Licensed Copyrighted Work after the Work Development Process is completed.

3.4 Restriction on Use of Licensed Copyrighted Work and Content. MBSATA shall not use the Licensed Copyrighted Work and/or Content: (i) in a fashion that can be reasonably determined under applicable law to be considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature; (ii) or take any action that may result in denigrating, tarnishing or otherwise adversely affecting the reputation or goodwill of Licensor; (iii) or explicitly or implicitly misrepresent or perform, make, or authorize any false or misleading acts or statements regarding any feature or function of any Licensor product or service.

3.5 Indemnification from Intellectual Property Right Violation. You agree to indemnify and hold harmless MBSATA, its officers, directors, employees, and agents from any claim, action, suit, demand, debt or liability, including reasonable attorneys’ fees and expenses, by third parties that arise from MBSATA’s legal or permitted use of the Content and derivative works thereof, including any claim of infringement, defamation, or violation of applicable law.

3.6 Prior Licensed Copyrighted Work and Content. This Release applies to any Content you may have provided to SAP Concur prior to the date of your signature below and all Content provided after this date.

3.7 Use of Feedback for Development. Notwithstanding any other provision in this Agreement, any Feedback provided by either party to the other is free for either party to use and incorporate in either party’s products, services, or technology, without payment of royalties or other consideration to the other party, so long as either party does not infringe on either party’s patents, copyrights, or trademark rights. No term in this Agreement is intended to grant a license or waive any rights in either party’s patents, copyrights, or trademarks, other intellectual property rights.

3.8 No Additional Rights. Nothing in this Agreement shall be construed to confer any rights upon you by implication, estoppel, or otherwise as to any Intellectual Property Rights of MBSATA.

3.9 Term and Termination. The terms of this Agreement shall be binding immediately upon the signing of this Agreement and continue in perpetuity.

4. Confidentiality

4.1 Standard of Care of Confidential Information. Parties shall use the Appropriate Standard of Care, but no less than reasonable care, not to disclose, publish, or disseminate Confidential Information to anyone other than the parties’ agents, employees, and contractors that are integral to the production of the Licensed Copyrighted Works and/or Content. Neither party shall not disclose to any partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement.

4.2 Trade Secrets. The Receiving Party acknowledges that MBSATA derives independent economic value, actual or potential, from the Confidential Information held by MBSATA. Therefore, the Parties agree that Confidential Information under this Agreement constitute the State and Federal definitions of “Trade Secrets” under New York State common law and Title 18 U.S. Code §1832, respectively.

4.3 Permitted Disclosures of Confidential Information. Both parties may disclose such information to its legal and financial advisers for the purpose of obtaining advice in connection with any offer or agreement between the parties, provided that such disclosure is subject to a written confidentiality agreement or other legally binding duty of confidentiality of similar effect as this Agreement.

4.4 Ongoing Duty. The following Confidentiality terms of this Agreement shall survive any termination, cancellation, expiration, or other conclusion of any discussions of any business offer(s) or other agreements between the parties, unless the parties expressly agree in writing releasing the party that received the Confidential information from these obligations. Breach of this Agreement by either party shall not relieve the party that received the Confidential information of its duty to maintain the secrecy of Confidential Information as stated in this Agreement.

4.5 No License to Confidential Information. No license or other rights to Confidential Information are granted or implied by this Agreement to either party. Both parties retain all of their own rights to all Confidential Information.

4.6 Return of Confidential Materials. Both parties shall return all tangible property embodying Confidential Information upon request by the party that disclosed the Confidential information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or shall provide the party that disclosed the Confidential information with written certification that all such tangible Confidential Information has been destroyed.

4.7 Export Laws. Neither party shall not export any Confidential Information shared by either party, or any portion thereof, to any country in violation of the United States Export Administration Act and regulations thereunder or any other applicable export control laws or regulations.

4.8 Legally Compelled Disclosures. If the party that received the Confidential information is required by law to disclose Confidential Information, that party shall make reasonable efforts to give the other party notice, by certified mail to the address given at the signing of this Agreement, of such requirement prior to any disclosure and shall take reasonable steps to obtain protective treatment of Confidential Information and to limit disclosure to information absolutely necessary to meet the legal requirements.

5. Breach & Remedies

5.1 Acknowledgment of Harm from Breach. The Receiving Party acknowledges that any violation of this Agreement shall constitute a material breach of this Agreement and cause irreparable harm and loss to MBSATA.

5.2 Injunctive Relief. Any disclosure of Confidential Information in violation of this Agreement grants MBSATA the right to apply to a court of competent jurisdiction for temporary or permanent injunctive relief, without the necessity of posting a bond, to prevent any disclosure of Confidential Information. This right of MBSATA is in addition to all other remedies available to MBSATA.

5.3 Anticipatory Breach. MBSATA shall be entitled to apply to a court of competent jurisdiction for temporary or permanent injunctive relief, without the necessity of posting a bond, to prevent any anticipated disclosure of Confidential Information.

5.4 Compensatory Damages. MBSATA shall be entitled to compensatory damages, including but not limited to actual loss from disclosure, misappropriation, and unjust enrichment, and any and all legal fees, including without limitation, all attorneys’ fees, court costs, and any other related fees and/or costs incurred by MBSATA to enforce this Agreement.

6. Representations & Warranties

6.1 No Warranty. All Confidential Information is provided “As Is” and without any warranty, express or implied, as to its accuracy or completeness.

6.2 Disclosures. You will disclose to MBSATA and, if necessary, provide appropriate disclosures if you have received any compensation or anything of value from a third party relating to the subject matter of Licensed Copyright Work and/or Content itself or have other relationships that would constitute a conflict of interest.

7. General Provisions

7.1 Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings.

7.2 Binding Arrangement. This Agreement shall be binding upon and endure to all parties hereto and to each of their successors, assigns, officers, agents, employees, shareholders, and directors.

7.3 Successors. The Receiving Party agrees that this Agreement may be enforced by MBSATA’s successor(s) in interest by way of merger, business combination, or consolidation. The Receiving Party agrees that successors are intended beneficiaries of this Agreement.

7.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and may not be assigned by the Receiving Party by any means, including without limitation, by operation of law or merger. Any attempted assignment of this Agreement by the Receiving Party shall be void.

7.5 Severability. If any provision of this Agreement is illegal or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

7.6 Waiver. Waiver by one party of default or breach or the failure to exercise any right provided in any provision of this Agreement by the other shall not operate or be construed as a continuing waiver nor shall that waiver be applied to waive any other default, breach, or prior or subsequent rights of this Agreement.

7.7 Choice of Law. New York State law shall exclusively govern all matters arising under or relating to this Agreement, including torts.

7.8 Choice of Forum. The parties agree to submit to the exclusive jurisdiction of any state or federal court located in the City of New York over any suit, action, or proceeding arising under or relating to this agreement, including torts. The parties waive any other venue to which either party might be entitled by domicile, principal place of business, or otherwise.

7.9 Entire Understanding. This document and any exhibit attached constitute the entire agreement of the parties, and all prior agreements and representations concerning the matter of copyright licensing are hereby terminated and canceled in their entirety and are of no further effect.