Page History
...
2.7. "Intellectual Property Rights" means, on a worldwide basis, any 
copyrights (i) copyrights and copyrightable works, whether registered or unregistered; (ii) trademarks, service marks, trade dress, logos, registered designs, trade and business names (including internet domain names, corporate names, and e-mail address names), whether registered or unregistered; (iii) patents, patent applications, patent disclosures, mask works and inventions (whether patentable or not); (iv) trade secrets, know-how, data privacy rights, database rights, know-how, and rights in designs; and (v) all other forms of intellectual property or proprietary rights, and derivative works thereof, in each case in every jurisdiction worldwide.
...
7.2. Limitations. Confidential Information does not include that which was: (i) as of the Effective Date of this Agreement, generally known to the public without breach of this Agreement; (ii) is or became generally known to the public after the date of this Agreement other than as a result of the act or omission of Recipient or Recipient's Affiliates; (iii) was already in the possession of the Recipient without any obligation of confidence; (iv) released by Disclosing Party with its written consent to third parties without restriction on use and disclosure; (v) lawfully received by Recipient from a third party without an obligation of confidence; (vi) independently developed by Recipient outside the scope of this relationship by personnel not having access to any Confidential Information; or (vii) is required to be disclosed in accordance with a judicial or governmental order or decree, provided that the Recipient provides prompt notice of the order or decree to the Disclosing Party and reasonably cooperates with the Disclosing Party to limit the disclosure and use of the applicable information.
7.3. Non-Disclosure. Recipient shall: use (i) use at least the same degree of care that it uses with respect to its own confidential information, but in no event less than a reasonable degree of care to avoid disclosure, publication or dissemination of the other party's Confidential Information; (ii) disclose Confidential Information only to its personnel, Affiliates and subcontractors who have a need to know such information and are bound by a confidentiality agreement with Recipient; and (iii) promptly report any loss of any Confidential Information to the Disclosing Party.
7.4. Notices. Recipient shall not: alter (i) alter or remove from any Confidential Information of the Disclosing Party any proprietary legend, or (ii) decompile, disassemble or reverse engineer the Confidential Information (and any information derived in violation of such covenant shall automatically be deemed Confidential Information owned exclusively by the Disclosing Party).
...
7.7. PII. "Personally Identifiable Information" or "PII" means information which can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information, which is linked or linkable to a specific individual. If Provider has access to PII (except for business contact information and e-mail addresses of the Customer), such access will likely be incidental. The intended purpose of the Application is not to accept or use PII. Customer shall retain control of its PII. To the extent Provider has incidental access to Customer PII, Provider shall use or disclose PII only: in (i) in furtherance of or in performing the services pursuant to this Agreement and the relevant Ordering Document; (ii) pursuant to a lawful subpoena, service of process, or otherwise required or permitted by law; (iii) as directed or instructed by Customer; or (iv) with prior informed consent of the individual about whom the PII pertains.
...
10.3.1. Either party may terminate this Agreement, upon (i) upon thirty (30) days prior written notice, in the event that the other party materially breaches a provision of the Agreement and fails to cure such breach within the thirty (30) days after it receives such notice (or immediately, if such breach is not capable of being cured) or (ii) in accordance with Section 9 (Force Majeure).
...
10.3.3.Provider may terminate this Agreement on thirty (30) days written notice if Customer fails to make timely payments hereunder.
Anchor
10.4.1. Customer will pay Provider for all Services performed and expenses incurred by Provider prior to the date of termination. In the event the Agreement has been terminated early not due to Provider's breach or insolvency, then Customer shall repay any discounts set forth in the Ordering Document governing the unfinished Term.
10.4.2. Provider will: deliver (i) deliver to Customer all Deliverables and Products for which Customer has fully paid; (ii) and immediately discontinue (and cause its contractors and personnel to immediately discontinue) all use of Customer Materials. Upon termination or expiration of Agreement, this clause does not permit Customer to retain Provider Materials for any purpose and Customer must return Provider Materials within 10 days.
...
12.6. The exclusions, disclaimers and limitations provided in this Agreement have been considered by the parties in the pricing of the Goods and Services provided in this Agreement.Anchor
13.1. NOTICES
All notices from one party to the other under this Agreement will be in writing and will be deemed given when (i) delivered personally with receipt signature; (ii) sent via certified mail with return receipt requested; or (iii) (iv) sent by commercially recognized air courier service with receipt signature required, to the following address:
...
ATTENTION: Chris Pelz (chris.pelz@irely.com)
[NAME & ADDRESS]
ATTENTION: ____________________________________________
...
Overview
Content Tools