TERMS AND CONDITIONS
DATA COLLABORATION ALLIANCE
BY AGREEING TO JOIN THE DATA COLLABORATION ALLIANCE (“DCA”), YOU (THE “PARTNER”) AGREE TO THE TERMS OF THIS AGREEMENT AND ANY APPLICABLE TERMS, AS DEFINED BELOW (COLLECTIVELY, THE “AGREEMENT”). PARTNER HEREBY AFFIRMS THAT HE/SHE/THEY ARE OF LEGAL AGE TO ENTER INTO THE AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (AS DEFINED BELOW) TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT SIGN THIS AGREEMENT. OTHERWISE, BY SIGNING BELOW, PARTNER AGREES TO COMPLY WITH THESE PARTNERSHIP TERMS.
DCA and Partner seek to collaborate on advancing data ownership and governance standards, and research aimed at improving the aimed at improving the Global ICT ecosystem (the "Purpose")."
DCA and Partner will engage in activities to support the implementation of the Purpose (hereinafter, the “Work”). The Work will include but not be limited to:
Exchange and transfer of knowledge and expertise between leadership and members of the two organizations on issues of common concern;
Create intellectual capital to shape and influence debate; and lead collective action that advances data ownership and inclusive innovation by leveraging existing collaboration venues and through co-sponsored research;
Identify and scope new projects, use cases, pilots, and proof of concepts enabling cross-sectoral collaboration in data ownership;
With respect to items 1, 2, and 3, devise a mutually-beneficial work plan in a reasonable and timely manner.
III. COST AND EXPENSES
Each Party will bear its own costs and expenses unless otherwise agreed upon in writing signed by both Parties, with terms of any invoices payable to either Party determined and negotiated by a separate contract.
IV. TERM AND TERMINATION
The Agreement shall be effective as of the date in which DCA accepts the Partner’s application and shall continue into effect until terminated earlier by either party upon thirty(30) days’ written notice.
On expiration or early termination, each party shall return to the other party all Confidential Information as defined in Section VI hereof, and proprietary information, documents, and reference material of the other party in its possession.
All such obligations and terms of this Agreement that are required to survive the expiration or early termination of this Agreement shall survive such event including, but not limited to, those described in Sections IV, V, and VI hereof.
V. INTELLECTUAL PROPERTY RIGHTS
Each party or its licensor shall continue to own the intellectual property developed by it prior to or independently of this Agreement.
By entering into this Agreement, the parties undertake:
Not to use each other’s intellectual property without the prior express written consent of the other,
To ensure the confidentiality of such intellectual property of the other within its respective organizations, and
Not to use each other’s intellectual property other than for the purpose of this Agreement.
The parties agree that neither of them shall gain under this Agreement any rights of ownership or any other interest, right, or title to copyrights, patents, trade secrets, trademarks, or any other intellectual property rights owned by the other party. Except as otherwise explicitly agreed between the parties, all works developed in the course of performing obligations under this Agreement and all new inventions, innovations, or ideas developed by a party in the course of performance of its activities under this Agreement will belong to that party who develops the same. To the extent such intellectual property is created under this Agreement, the owning party shall grant a non-exclusive, worldwide, royalty-free license to the other party for the use of the intellectual property solely in connection with the activities under this Agreement. If the parties undertake any joint development in the course of providing services under this Agreement, any such joint development will be governed by a separate agreement to be negotiated in good faith by the parties prior to the commencement of any joint development efforts.
During the term of this Agreement, each Party may disclose to the other its Confidential Information. Confidential Information shall mean all information marked “Confidential” or under any similar legend indicating the confidentiality of the information or information which by its nature is confidential, except such information as is (a) previously known to the receiving party at the time of disclosure, or (b) independently developed by the receiving party without reference to Confidential Information of the disclosing party, (c) disclosed to the receiving party by a third party without an obligation of confidentiality, or (d) already in or subsequently comes into the public domain (other than as a result of a breach of this Agreement); (e) required to be disclosed by the receiving party by law, regulation, court order or other legal process.
The receiving party shall hold such Confidential Information in strict confidence for the disclosing party and shall not use it except in furtherance of the relationship set forth in this Agreement, or except as it may be authorized by the disclosing party in writing. The receiving party shall further be responsible for the compliance of the foregoing by its employees or agents.
VII. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that such party has all necessary corporate power and authority, respectively, to enter into this Agreement and to perform its obligations hereunder.
Each party warrants to the other party that all materials, data, information and other assistance provided by it shall not, to the best of its knowledge, infringe third party intellectual property rights and agrees to hold the other party fully indemnified and harmless and at all times keep the other party indemnified against any loss, damages, costs and expenses including attorney’s fees, which may be incurred as a result of any action or claim that may be made or initiated against it as result of any action on the part of the first party.
EXCEPT FOR THE EXPRESSED WARRANTIES SET FORTH IN THIS SECTION, THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE WORKS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE INSTALLATION, USE OR PERFORMANCE; AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT AND QUALITY OF THE WORKS ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Any press release, publicity or other promotional activity issued or engaged in by either party regarding this Agreement shall be reviewed and approved in writing by the other party prior to release. Such approval shall not be unreasonably withheld or delayed.
IX. LIMITATION OF LIABILITY
EXCEPT FOR DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IN THE AGGREGATE, EXCEED TEN THOUSAND DOLLARS ($10,000 CAD). IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The parties understand that (i) the activities intended by this Agreement may not be successfully completed; and/or (ii) the results achieved may not be as anticipated. Further, the parties acknowledge and agree that this Agreement is a non-exclusive engagement and except as specifically agreed herein with respect to an activity, nothing contained herein shall be construed as preventing or restricting either party from pursuing any opportunity with other entities without involving the other party or to enter into similar alliance arrangements with other entities.
This Agreement shall not be construed to be an agency or a partnership or joint venture or an employment relationship whether for tax or for any other purpose. Neither party shall be entitled to bind the other party with any third party by its actions, unless it has specifically obtained the prior written consent of such other party to do so.
Each party is an independent contractor, and no provision of this Agreement grants any party any express or implied right of authority to assume or create any obligations or responsibility on behalf of or in the name of the other party or bind the other party in any manner or thing whatsoever. Any commitment by a party to pay fees or other amounts to the other party must be approved in writing, by the paying party in advance. Except as may be agreed by the parties, each party will be responsible for all expenses incurred by such party in connection with negotiation of this Agreement and any promotion, marketing, or other activities under this Agreement. Each party shall be liable to pay any tax attributable to it.
Each party warrants to the other party that in performing their duties required under this Agreement, they will comply with the applicable law and shall take no action which constitutes a violation of applicable law and which would subject the other party to penalties under applicable law.
Neither party shall assign or transfer this Agreement without the prior written consent of the other party.
The federal laws of Canada and the laws of Ontario shall govern this Agreement. Any dispute between the parties arising in connection with the performance of this Agreement shall be resolved amicably between the parties through a process of negotiation prior to the use of any judicial remedy in the appropriate court.
This Agreement supersedes all prior oral or written communication, discussions, and representations communicated between the parties hereto in respect of the subject matter of this Agreement. Any modification to this Agreement shall only be made by way of a written document duly executed by representatives of both parties hereto.
Any notice under Section III of this Agreement will be in writing and delivered by hand or by registered mail, return receipt requested, to the other party at the registered office or as may be substituted by the notice. If any notice is sent by mail, notice will be effective on the date of receipt.