IT IS AGREED as follows:
1. DEFINITIONS
1.1. “Affiliates” means a company or other entity that directly or indirectly controls or is controlled by a Party to this Agreement, or which is controlled by a company or other entity
which controls a Party to this Agreement, it being understood that “control”
shall mean:
(i) Ownership by one company or entity of at least fifty (50%) per cent of the voting shares, if the company is a company issuing shares; or the controlling rights or interests, if the entity is not a company;
(ii)
a company which is under common control with a Party, it being understood that “common control” shall mean,having common shareholders or directors.
1.2. “Competition” means the Asharami M.A.D Equation – Solving for Sahara Beyond XXX
Initiative organized by the Company.
1.3. "Confidential
Information" shall for the purposes of the Agreement mean any and all confidential, proprietary and non-public information made available by
the Company or the Participant (in each case, the “disclosing Party”) to the
other (the “receiving Party”) in connection with the Purpose, in whatever form
(whether written, oral, electronic, or otherwise), and whether or not marked or
identified as confidential, which includes any Submission and all ideas,
concepts, materials, data, or proposals submitted by the Participant in
connection with the Competition; any information, technical, commercial,
financial, marketing, or business information and know-how, including without
limitation, intellectual property, all correspondence, notes, computer disks
and tapes, documents, records, data, services, financial information, marketing
brochures or other information in whatever form relating to the Disclosing
Party’s business or customers, its operating documents, standard forms, which
information has been communicated to the Receiving Party, or otherwise
acquired by the Receiving Party during the
performance of any services pursuant to this Agreement, whether such
Information is formally designated as confidential or not.
Confidential Information does not, however, include information which:
(i) prior to the delivery of such Confidential
Information, was already in the Receiving Party’s or its Representatives’
lawful possession (as evidenced by its written records) and is not otherwise
subject to any restriction or confidentiality obligation;
(ii) was or becomes generally available to the
public other than as a result of an act or omission by the Receiving Party or
its Representatives in breach of this Confidentiality Agreement or as a result
of a breach by the Receiving Party or its Representatives of another
confidentiality undertaking of any kind;
(iii) is received by the Receiving Party or its
Representatives from a third party who, to the Receiving Party’s knowledge, is
not in breach of any legal, contractual or fiduciary obligation to the
Disclosing Party, the Company or any of their respective Representatives and
has not required the Receiving Party to refrain from disclosing such
information to others; or
(iv) is independently developed by the Receiving
Party or its Representatives without the use of, benefit of, or reference to,
the Confidential Information (as evidenced by its written records).
1.4. “Disclosing Party” means the party
to this Agreement which discloses the Confidential Information pursuant to this
Agreement.
1.5. “Participant” means the individual or entity providing a Submission under the Competition.
1.6. “Receiving Party” means the party to this Agreement to whom the Confidential Information is disclosed.
1.7. “Submission” means any ideas, concepts, materials, documents, data, or proposals submitted by the Participant in connection with the Competition.
2. NATURE OF USE, RELEASE, AND CONFIDENTIALITY
2.1 In consideration of the mutual undertakings contained herein, the Company shall be permitted to review and evaluate the Submission solely for the Purpose, and the Participant agrees not to bring any claims against the Company arising from such evaluation, except as
expressly provided in this Agreement.
2.2 The Participant grants the Company the right to use photographs and
recordings of the Participant taken in connection with the Purpose for
publication, publicity, promotional and other related matters, without further
consent or compensation.
2.3 The Company may disclose Confidential Information to its Affiliates and its and their
respective directors, officers, employees, advisers, agents, judges, panel
members, consultants, and other service providers engaged by or acting on
behalf of the Company in connection with the Competition (together,
“Representatives”), strictly on a need-to-know basis for the Purpose, provided
that such Representatives are bound by confidentiality obligations no less
stringent than those set out in this Agreement. The Company shall remain
responsible for any breach of this Agreement by its Representatives.
2.4 The Participant may disclose Confidential Information only where
reasonably necessary for the Purpose, including to academic supervisors or
mentors, provided that such persons are informed of the confidential nature of
the information and agree to keep it confidential.
2.5 Each party asserts that Confidential Information is a valuable asset proprietary to it and
that the unauthorised disclosure or use of the Confidential Information might
result in financial or other harm which may be irreparable.
3. UNDERTAKING
3.1 Each Party undertakes that it shall not, whether during or after the
Competition, disclose or make available any Confidential Information to any
third party without the prior written consent of the other Party, except as
expressly permitted under this Agreement. Each Party shall protect the
Confidential Information using at least the same degree of care it applies to
its own confidential or proprietary information, and in any event, not less
than reasonable care.
3.2 Without prejudice to the generality of the foregoing, the Participant
undertakes not to use the Confidential Information to seek, establish, or
facilitate any commercial or institutional relationships with third parties
(including other organisations or institutions) in relation to the Submission
without the prior written consent of the Company.
3.3 The parties also each undertake not to use, exploit or in any other manner apply the
Confidential Information disclosed to it for any purpose other than the purpose
for which it was disclosed save with the prior written consent of that party or
as approved under this Agreement.
4. RESTRICTION ON USE OF SUBMISIONS
4.1 If the Participant’s Submission is selected, shortlisted, or declared a winner in the
Competition (a “Selected Submission”), the Participant undertakes not to
utilize, directly or indirectly, any Confidential Information or elements of
the Submission to generate personal, commercial, or academic benefit outside of
the Competition or the Purpose. This restriction shall apply during the
Competition and shall survive for a period of six (6) years following the
conclusion of the Competition or until such Confidential Information lawfully
enters the public domain, whichever occurs first.
4.2
If the
Participant’s Submission is not selected, shortlisted, or declared a winner (a
“Non-Selected Submission”), the Participant’s obligations under this clause
shall apply to Confidential Information belonging to the Company for a period
of six (6) years following the conclusion of the Competition or until such
Confidential Information lawfully enters the public domain, whichever occurs
first.
4.3 The Participant acknowledges that the restrictions in this clause are necessary to
protect the Company’s confidential information, proprietary rights, and the
integrity of the Competition, and agrees to comply fully with these
obligations.
5. TITLE TO SUBMISSIONS
5.1. All Confidential Information disclosed by the Company to the Participant is
acknowledged to be the exclusive property of the Company. Disclosure of such
Confidential Information to the Participant does not grant any license,
ownership, or other rights in the Confidential Information to the Participant,
except as expressly provided under this Agreement.
5.2. All submissions provided by the Participant to the Company remain the intellectual
property of the Participant, unless the Submission is selected by the Company.
5.3. For Submissions that are selected and declared a winner in the Competition (“Selected Submissions”), the Participant agrees to transfer to the Company any registered intellectual
property rights (e.g., patents, copyrights, trademarks) in the Submission, in accordance with the Competition rules or as otherwise agreed in writing. The transfer shall be deemed to be effective upon selection, and the Participant shall cooperate in executing any documents necessary to perfect such rights.
5.4. In the event of dispute over the transfer of intellectual property rights over a
Selected Submission or any other unresolved dispute, the Participant
acknowledges and accepts that the Parties shall be entitled to terminate
further engagement on the Selected Submission and terminate this Agreement save
for the Participant’s obligation for confidentiality pursuant to clauses 4.1
and 4.2.
5.5. For Selected Submissions that
are not covered by registered IP rights, the Participant grants the Company a
non-exclusive, royalty-free, worldwide license to use, reproduce, develop, and
exploit the Submission solely for the Purpose of the Competition and any
follow-on activities related to the Selected Submission, including evaluation,
further development, promotion, and, if the Company chooses, to register and
hold intellectual property rights in its name. The Participant agrees to
cooperate in executing any documents necessary to enable the Company to secure
such IP rights.
6. RETURN OR DESTRUCTION OF INFORMATION
6.1 Within 28 days of receiving a written
request from the other party, Company or Participant shall:
(A) At its option destroy or return all
hard copy documents containing the Confidential Information of the other party;
and
(B) ensure that, so far as reasonably
practicable, all other Confidential Information of the other party ceases to be
readily accessible from any computer or other device containing Confidential
Information, and, where relevant, shall ensure its Affiliates and other representatives do the same.
6.2 Notwithstanding the obligations in
this clause, either party will be entitled to retain (i) such Confidential
Information as is required by law and (ii) one copy of documents which may
incorporate Confidential Information and have been submitted to its management
for decision making purposes and (iii) Confidential Information as required for
the purposes of compliance with relevant professional standards, regulatory
bodies or insurance policies.
7. PARTICIPANT’S WARRANTIES
7.1 The Participant represents and
warrants that the Submission is their original work and does not infringe,
misappropriate, or violate any intellectual property, proprietary, or other
rights of any third party, and agrees to indemnify and hold harmless the
Company from any claims, losses, or damages arising from any breach of this
warranty.
7.2 The Participant acknowledges and
agrees that the Company makes no guarantee, promise, or representation that any
Submission will be selected, shortlisted, awarded, or used in any way, and that
selection and evaluation of Submissions is at the Company’s sole discretion.
8. REMEDIES
8.1 Both parties agree that damages alone
may not be an adequate remedy for any breach of this agreement. Either party may be entitled to the remedies
of injunction, specific performance and other equitable relief for any breach
of this agreement.
9.
TERM AND TERMINATION
9.1 This Agreement shall commence on the date it is signed by the Participant and shall remain in effect until the completion of the Competition and any follow-up activities related to Selected Submissions, unless terminated earlier in accordance with Clause 9.2.
9.2 Either Party
may terminate this Agreement upon written notice to the other Party.
Termination shall not relieve either Party of any obligations with respect to
Confidential Information or intellectual property disclosed prior to
termination, including obligations in Clauses 3, 5, and 7.
9.3 All obligations relating to
confidentiality, use restrictions, intellectual property rights, and
Participant warranties shall survive the termination or expiration of this
Agreement for the periods specified in the relevant clauses.
9.4 Termination of this Agreement shall
not affect any accrued rights or remedies to which either party is entitled.
10. GOVERNING LAW AND JURISDICTION
10.1. This Agreement and any obligations in connection with it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
10.2 Any dispute arising out of or in connection with this Agreement (including any
question as to its existence, validity or termination, or any non-contractual
obligation arising in connection with this Agreement) shall be resolved between
the Parties amicably within 21 days, failing which the dispute shall be
referred to Mediation at the Lagos Multi-Door
Courthouse (LMDC) for resolution under the provisions of its extant law. Each
party shall bear its respective costs of the proceedings.
10.3 Where the mediator is unable to settle the dispute arising out of or in connection
with this Agreement within a period of twenty-one (21) days from the date the dispute is submitted for mediation, parties agree that the courts in Lagos, Nigeria, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
10.4 Notwithstanding, this clause shall not preclude any party from obtaining interim relief or seeking injunctive relief to protect its respective interests, from a court of
competent jurisdiction.
11. COUNTERPARTS
