Cancer Research UK Intellectual Property Agreement

This is a legal agreement between:

(1) CANCER RESEARCH UK a company limited by guarantee registered in England and Wales number 04325234 whose registered office is at 61 Lincoln’s Inn Fields, London WC2A 3PX (“Cancer Research UK”);

(2) CANCER RESEARCH UK TRADING LTD a company limited by guarantee registered in England and Wales number 04355631 whose registered office is at 61 Lincoln’s Inn Fields, London WC2A 3PX (“Trading”)

Collectively “THE CHARITY”; and

(3) The “Community Member”.

Definitions

“Agreement” means the terms and conditions contained in this document

“Background Intellectual Property” means any Intellectual Property, other than Competition Intellectual Property which has been developed prior to the Competition and is used in performing any project discussion or development in connection with the Competition.

“Background Proprietary Information” includes any scientific, technical, trade or business secrets of any person or entity and any scientific, technical, trade or business materials that a person or entity treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to a person or entity and confidential information obtained by or given to a person or entity about or belonging to a third party that a Community Member has rights to prior to the Competition.

“THE CHARITY” means Cancer Research UK a company limited by guarantee registered in England and Wales number 04325234 whose registered office is at 61 Lincoln’s Inn Fields, London WC2A 3PX and Cancer Research UK Trading Ltd a company limited by guarantee registered in England and Wales number 04355631 whose registered office is at 61 Lincoln’s Inn Fields, London WC2A 3PX.

“Closed Forum” means a part of the Site where a Community Member may post any Competition Content and restrict the access of other Community Members to such Competition Content.

“Community Licence” means the non-exclusive royalty free licence that all Community Members will automatically grant in relation to Competition Content placed on the Open Forum and the non-exclusive royalty free licence that a Community Member will grant on a case by case basis to other Community Members in the Closed Forum.

“Community Member(s)” means a person or persons registered in the Competition.

“Competition” means the ‘Open Ventures Challenge’, a venturing competition run from 22nd Oct 2008 to the 25th June 2009 to generate new ventures to support THE CHARITY’s work.

“Competition Confidentiality Agreement” means the agreement that the relevant Community Member(s) will enter into with THE CHARITY if their Competition Content is selected as part of a Short-Listed Venture or Winning Venture. The Competition Confidentiality Agreement will be for a period of two years and on any other terms agreed between THE CHARITY and the relevant Community Member(s).

“Competition Content” means all information that Community Member(s) may contribute for the purposes of the Competition and which may become available for use or display, including without limitation, all designs, text, graphics, pictures, video, animation, information, applications, software, programs, music, sound, audio, schematics, illustrations, diagrams, data, and other files for creative output, in whatever format and includes Background Intellectual Property, Background Proprietary Information, Competition Intellectual Property, Competition Proprietary Information and Confidential Information.

“Confidential Information” means any confidential or secret information in any form directly or indirectly belonging or relating to the Community Member, its affiliates, its or their business or affairs, disclosed by a Community Member pursuant to or in the course of this Agreement or the Competition, including without limitation any Competition Content.

“Competition Intellectual Property” means any Intellectual Property that arises during the course of the Competition.

“Competition Intellectual Property Licence” (“Competition Licence”) means a licence granted by relevant Community Member(s) in respect of Competition Intellectual Property in Short-Listed or Winning Ventures in accordance with clauses 6.2 and 6.3.

“Competition Judges” means a person appointed by THE CHARITY to select Competition Content as Short Listed Ventures(s) and / or a Winning Ventures(s).

“Competition Proprietary Information” means any Proprietary Information that is developed or discussed or arises during the course of the Competition and may, where agreed with THE CHARITY, continue after the course of the Competition to be Confidential Information.

“Deselected, Deselect” means any Competition Content that is not selected to be a part of a Short Listed Venture or Winning Venture. Entrants will be informed when their Competition Content has been Deselected.

“Intellectual Property” includes any patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Inventions” includes ideas, discoveries, inventions, developments and improvements, whether or not patentable or otherwise within the definition of Intellectual Property

“Open Forum” means a part of the Site where a Community Member may post and discuss Competition Content and where such information is available for all Community Members to review and use.

“Parties” means the Community Member and THE CHARITY. parties (lower case) shall have its general dictionary meaning.

“Piloting” means any activity that is conducted by a Venture Team or THE CHARITY under the terms of the Competition Confidentiality Agreement and/or Competition Licence for the purposes of commercially or non-commercially testing Short-Listed Ventures and Winning Ventures during and after the course of the Competition.

“Proprietary Information” includes any scientific, technical, trade or business secrets of any person or entity and any scientific, technical, trade or business materials that a person or entity treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to a person or entity and Confidential Information obtained by or given to a person or entity about or belonging to a third party.

“Return” THE CHARITY’s return (financial or otherwise), derived from the Piloting of Short-listed and/or Winning Ventures, the form and value of which is to be agreed between THE CHARITY and the relevant Community Member(s) and/or Venture Team(s).

“Short-Listed Venture(s)” means Competition Content that is selected by Competition Judges in the period between April 23rd – June 25th.

“the Site” means the Competition web site run by mo.jo.co.uk Limited.

“Venture(s)” means a Short-Listed Venture(s) and/or Winning Venture(s).

“Venture Team” means any relevant Community Members and THE CHARITY who are involved in the developing and or Piloting of a Short-Listed Venture(s) and/or a Winning Venture(s).

“Winning Venture(s)” means the Competition Content that is selected by Competition Judges as the Winning Venture(s) of the Competition.

1. THE AGREEMENT (TERMS AND CONDITIONS)

1.1 These terms and conditions contained in this Agreement are a mandatory registration requirement.

1.2 Every Community Member must understand and agree to these terms and conditions to enter the Competition.

1.3 By continuing to access and use the Site the Community Member is deemed to have understood and agreed the terms and conditions of this Agreement.

1.4 If a Community Member does not agree to the terms and conditions of this Agreement, then they must refrain from using the Site and entering the Competition.

2. BACKGROUND PROPRIETARY INFORMATION AND BACKGROUND INTELLECTUAL PROPERTY

All Background Proprietary Information and/or Background Intellectual Property are and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom the right to use the Background Proprietary Information and/or Background Intellectual Property has been derived).

3. OPEN FORUM – COMMUNITY LICENCE

3.1 If a Community Member uploads any Competition Content onto the Open Forum, they agree to grant all other Community Members a Community Licence to use the associated Competition Content for the purposes of discussion and development of further Competition Content.

3.2 For the avoidance of doubt, no Community Member(s) may exploit or otherwise commercialise Competition Content unless such Competition Content is Deselected or as otherwise as agreed with or advised by THE CHARITY. In the event that the Competition Content placed in the Open Forum is Deselected, the aforementioned Community Licence (3.1) will grant all remaining Community Members a non-exclusive, perpetual, royalty free licence to use and exploit the Competition Content for whatever purposes they see fit.

3.3 For the avoidance of doubt, any Community Member who places Competition Content onto the Open Forum which is then selected as one of the Short-Listed Ventures and/or Winning Ventures is required to grant the members of the relevant Venture Team(s) and THE CHARITY a Competition Licence and/or agree to a Competition Confidentiality Agreement.

4. CLOSED FORUM – COMMUNITY LICENCE

4.1 A Community Member may upload any Competition Content into the Closed Forum.

4.2 Subject to clause 4.4, the Community Members may only access the Competition Content in the Closed Forum if invited to do so and on such terms determined by the owner of the Competition Content.

4.3 Community Members are not required to grant any form of Community Licence to other Community Members in regards to Competition Content uploaded to the Closed Forum unless they have agreed to do so with THE CHARITY for the purposes of the Competition.

4.4 Nothing in this clause will restrict Competition Judge’s right to access Competition Content in the Closed Forum for the purposes of selecting Short-Listed Venture(s) and/or Winning Venture(s).

4.5 For the avoidance of doubt, any Community Member who places Competition Content into the Closed Forum which is then selected as one of the Short-Listed Venture(s) and/or Winning Venture(s) is required to grant and agree the Venture Team(s) and THE CHARITY a Competition Confidentiality Agreement and/or a Competition Licence.

5. COMPETITION CONFIDENTIALITY AGREEMENT

For the purposes of Piloting Short-Listed Ventures and Winning Ventures, Community Members agree that where their Competition Content is selected as a (or as part of a) Short-Listed or a Winning Venture(s) that they will agree to treat the Competition Content in accordance with the Competition Confidentiality Agreement.

6. COMPETITION LICENCE AND PILOTING

6.1 Community Members agree that if Competition Content containing Competition Intellectual Property owned by them is selected as a (or as part of a) Short-Listed Venture and/or Winning Venture they will grant Competition Licences in respect of such Competition Intellectual Property in such Competition Content in accordance with the terms of clauses 6.2 and 6.3 and any such other terms as may be agreed between the Community Member and THE CHARITY.

6.2 In the event it is agreed by the relevant Community Member(s) and THE CHARITY that a Venture should be Piloted by both the relevant Venture Team and THE CHARITY, the relevant Community Member(s) will only grant:

6.2.1 THE CHARITY a royalty free licence for the period of two years for the Purpose of Piloting the Venture; and

6.2.2 each Community Member in the relevant Venture Team a licence for a period of two years to use the Competition Intellectual Property to Pilot the Venture provided always THE CHARITY receives the Return.

6.3 In the event it is agreed by the relevant Community Member(s) and THE CHARITY that a Venture be Piloted by THE CHARITY only, then the relevant Community Member(s) will grant THE CHARITY an exclusive, royalty free licence for a period of two years to use the Competition Intellectual for the purposes of Piloting the Venture.

6.4 In the event that THE CHARITY decides to Deselect the Venture relating to the Competition Licence then THE CHARITY shall, as soon as is practicable, notify the relevant Community Member(s) that the Competition Licence has automatically terminated and accordingly any terms applicable to it.

6.5 In the event Competition Content is Piloted and the Community Member(s) that have contributed Competition Content are (for whatsoever reason) not involved in the Venture Team and/or the Competition, the Community Member that has contributed the Competition Content will automatically grant all remaining Community Member(s), Venture Team(s) and THE CHARITY the right to use, exploit or commercialise the Competition Content that they have contributed. For the avoidance of doubt, any Competition Licence granted under this clause may not necessarily be exclusive as the Competition Licence may be required to be granted to multiple parties including the relevant Venture Team(s) and THE CHARITY.

7.CONFIDENTIALITY

7.1 Unless otherwise specified by this Agreement or as agreed with THE CHARITY, the Community Member must keep all Competition Content confidential until the Competition Content is Deselected.

7.2 Subject to 7.3, the Community Member agrees to keep confidential and not to disclose to any third party, or to use themselves other than for the purposes of the Competition or as permitted under or in accordance with this Agreement any Competition Content.

7.3 Each Community Member undertakes only to disclose the Competition Content to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement. Each Community Member will ensure that where such disclosure is necessary for the purposes of the Competition, all such personnel who are not Community Members enter into and observe the terms of an individual confidentiality undertaking in the form set out in the Schedule.

7.4 Save where otherwise specified in this Agreement, the obligations contained in this clause shall not apply to any Confidential Information which:

7.4.1 is lawfully publicly known at the time of disclosure to the receiving party; or

7.4.2 becomes publicly known otherwise than through a breach of this Agreement by the receiving party, its officers, employees, agents or contractors; or

7.4.3 can be proved by the receiving party to have reached it otherwise than by being communicated by the other party including:

7.4.3.1 being lawfully known to it prior to disclosure; or

7.4.3.2 having been developed by or for it wholly independently of the other party; or

7.4.3.3 having been obtained from a third party without any restriction on disclosure on such third party of which the recipient is aware, having made due enquiry; or

7.4.4 is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving party, provided that, where practicable, the disclosing party is given reasonable advance notice of the intended disclosure.

8. INTELLECTUAL PROPERTY INDEMNITY

8.1 The Community Member(s) will indemnify THE CHARITY against any claim made against THE CHARITY for actual or alleged infringement of a third party’s Intellectual Property rights arising out or in connection to any Background Intellectual Property or Competition Intellectual Property. The Community Member(s) agrees to be responsible for, and to indemnify THE CHARITY against, all losses, costs (including reasonable legal costs), damages, liabilities, claims and expenses suffered or incurred by the Community Member(s) in connection with any such claim.

8.2 In the event that any Community Member(s) becomes aware of any such Claim, the relevant Community Member will endeavour to:

8.2.1 immediately give written notice to THE CHARITY of such claim; and

8.2.2 provide THE CHARITY with all such information and assistance as it may reasonably require, provided such assistance can be reasonably provided.

9. DISPUTES BETWEEN COMMUNITY MEMBERS

To the extent, that any Competition Intellectual Property arises or is developed by Community Members jointly or otherwise than solely by one Community Member during the course of the Competition, the Community Member(s) will release THE CHARITY from all claims, demands and damages arising out of or in connection with any dispute a Community Member may have or claim to have with one or more Community Members including, without limitation, that another Community Member infringes on the Intellectual Property rights in any Competition Content provided, developed or discussed by the Community Member during the Competition.

10.TERMINATION

10.1 Without prejudice to any other right of termination, THE CHARITY reserve the right to terminate this Agreement forthwith by written notice if:

10.1.1 The Community Member does anything which in THE CHARITY’s reasonable opinion is or is likely to bring the name or reputation of THE CHARITY or the Competition into disrepute; or

10.1.2 the Community Member commits a material breach of this Agreement and if such breach is capable of remedy fails to remedy such breach within 28 days of receiving notice requiring remedy.

10.1.3 any Community Member(s) is found to have or reasonably suspected of having infringed on the Intellectual Property rights of another Community Member(s) and/or disclosed the Proprietary Information of another Community Member(s)whether or not there is repeat infringement or disclosure

10.2 While THE CHARITY excludes any liability as a result of any Community Member’s conduct during the Competition, THE CHARITY reserves the terminate this Agreement without notice in light of any reasonable complaint THE CHARITY may receive regarding the Community Member’s conduct during the Competition. On the sole discretion of THE CHARITY, THE CHARITY may invite the Community Member to comment on the complaint before THE CHARITY takes any such action.

h3. 11.LIABILITY

11.1 The Parties shall have no liability to the other Parties for any indirect or consequential loss suffered by the other Parties or any third party in relation to or arising out of this Agreement including but not limited to any loss resulting from loss of profit, revenue, business or any anticipated savings or anticipated business.

11.2 No Party shall have liability for death or personal injury except to the extent that such death or personal injury is caused by its negligent acts or omissions or those of its employees or agents in which case its liability is unlimited.

11.3 Nothing in this Agreement shall be deemed to exclude or limit the liability of any Party caused by fraudulent misrepresentation.

11.4 THE CHARITY is not responsible or liable in any manner for Competition Content posted on the Site by the Community Member. THE CHARITY does not endorse and has no control over the Competition Content and are not responsible for what Community Members post, transmit or share on the Site or for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content. THE CHARITY does not guarantee or warrant the quality and provision of any Competition Content provided by a Community Member as part of the Competition.

11.5 THE CHARITY is not responsible for the conduct, whether online or offline of any Community Member.

11.6 THE CHARITY will not be liable for any loss or damage howsoever arising out of or in connection with the Community Member’s use of the Site. In particular, THE CHARITY does not accept liability or responsibility for any loss, damage or personal injury resulting from or relating to:

11.6.1 misinformation, misstatement or misrepresentation by any Community Member; and/or

11.6.2 negligent or criminal damage to property; and/or

11.6.3 theft or any other criminal or illegal activity.

12.MONETARY COMPENSATION AND PAYMENT OBLIGATIONS

12.1 The Community Member agrees that the creation or submission of any Competition Content is not in any way based upon any expectation of compensation from THE CHARITY or any other Community Member.

12.2 The Community Member acknowledges and agrees that any compensation the Community Member might receive as result of submitting such Competition Content may be inadequate or below fair market value and the Community Member expressly agrees to bear such risk in connection with submitting Competition Content on the Site.

12.3 THE CHARITY makes no representations that that any payment or actual compensation in connection with participating on the Site or providing Competition Content.

13. USE OF CHARITY NAME AND LOGO

In connection to the Competition, no Community Member may use the name or logo of THE CHARITY unless specifically authorised by THE CHARITY or make any defamatory statements or do or permit, or act in any way which brings THE CHARITY name and logo into disrepute.

14. FORCE MAJEURE

No Party shall be liable in any way for any delay or failure to perform its obligations under this Agreement due to any circumstances beyond its reasonable control.

15. ASSIGNMENT AND SUB-CONTRACTING

A Community Member may not assign or sub-contract all or any part of any benefit of or interest, right or licence in or arising out of this Agreement without the prior written consent of THE CHARITY.

16. RELATIONSHIP OF PARTIES

Nothing in this Agreement, and no action taken by the Parties pursuant to this Agreement, shall constitute, or be deemed to constitute, a partnership between the Parties, or shall constitute either Party as the agent, employee or representative of the other.

17. VARIATION

THE CHARITY reserves the right to change these terms of this Agreement at our absolute discretion and in the event that THE CHARITY changes this Agreement, THE CHARITY shall take all reasonable and appropriate steps to notify the Community Member of such changes. If THE CHARITY does this, THE CHARITY will post the changes to this Agreement on the Site and will indicate the date that this Agreement was last revised. The Community Member’s continued use of the Site after any such changes constitutes the Community Member’s acceptance of the new Agreement. If the Community Member does not agree to the Agreement as amended, they are required to inform THE CHARITY immediately and, if so required, withdraw from the Competition.

18. WAIVERS

Failure of either party to enforce or exercise, at any time or for any period, any term of this Agreement does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right to enforce such term, or any other term contained in this Agreement, at a later date.

19. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with English law. The parties to this Agreement irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any questions or disputes which may arise out of or in connection with this Agreement.

20. SEVERABILITY

The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement and understanding between the parties with respect to its subject matter and supersedes any prior Agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement, except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made to it on which it has relied in entering into this Agreement unless such untrue statement was made fraudulently, and that party’s only remedies shall be for breach of contract as provided in this Agreement.

22. SURVIVAL

Provisions of this Agreement which are either expressed to survive its termination or, from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

23. FURTHER ASSURANCE

The parties shall do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.

24. RIGHTS OF THIRD PARTIES

No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

Schedule

Confidentiality Undertaking

In this Agreement the following words shall have the meanings set out as follows:

“Community Member(s)” means a person or persons registered in the Competition;

“Confidential Information” any confidential or secret information in any form directly or indirectly belonging or relating to a Community Member, its affiliates, its or their business or affairs, disclosed by a Community Member pursuant to or in the course of the Competition;

“Competition” the ‘Open Ventures Challenge’, a venturing competition run from 22nd Oct 2008 to the 25th June 2009 to generate new ventures to support Cancer Research UK’s work;

“Disclosee” the person to whom the Recipient discloses Confidential Information under the terms of this Agreement;

“Discloser” the Community Member(s) from whom the Recipient receives Confidential Information;

“Recipient” a Community Member who receives Confidential Information from the Discloser;

I, the Disclosee, understand and acknowledge that, by virtue of my relationship with the Recipient, including without limitation my duties as an [officer OR employee OR agent OR contractor] of the Recipient I will receive Confidential Information and in respect of which I agree to be bound by a strict duty of confidence.

In consideration of the disclosure by the Recipient of Confidential Information, I undertake to the Recipient that I shall not at any time, whether before or after the termination of my relationship with the Recipient, directly or indirectly, disclose, divulge or make unauthorised use of any Confidential Information, save to the extent that such Confidential Information:

a. is publicly known at the time of disclosure to me; or
b. after such disclosure, becomes lawfully publicly known otherwise than through a breach of this undertaking by me; or
c. can be proved by me to have reached me otherwise than by being communicated by the Recipient or Discloser, including being known to me prior to disclosure, or having been developed by or for me wholly independently of the Recipient or Discloser, or having been lawfully obtained from a third party without restriction on disclosure; or
d. is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by me, provided that, where practicable, the Discloser and Recipient are given reasonable advance notice of the intended disclosure.

Upon the earlier of a request from the Discloser or the Recipient or the termination of my relationship with the Recipient, I will return to the Recipient all Confidential Information in my possession or control and will not retain any copies of the same.

I understand and acknowledge that this undertaking, and the obligations contained in it, will continue without limit of period.

This undertaking is governed by the laws of England and I submit to the exclusive jurisdiction of the English courts.