Terms and Conditions
1. Company wishes to use a framework created by Balwurk to make one multidimensional AI Classification and Risk Assessment of its systems.
2. To use the Balwurk framework to execute that risk assessment Company will have access to Balwurk Confidential Information (as that term is defined hereafter).
3. Balwurk wish to ensure that Confidential Information so disclosed to the Company Party remains confidential under the terms of this Agreement.
The Parties hereby agree on the following clauses:
Company – means you, as one individual or as a company, and will include your directors, officers, employees, agents, AFFILIATES, or advisors, if any sometimes referred to individually as a “Party”;
Parties – means collectively Balwurk and the Company. The Balwurk is sometimes referred to as the “Disclosing Party”, and the Company receiving Confidential Information hereunder is sometimes referred to as the “Recipient”.
Confidential Information – means, the software application developed and owned and duly registered as trade mark by Balwurk named “MAI-CRA“ (Multidimensional AI Classification and Risk Assessment), ( the “Framework“) as well as all the information whether or not marked or identified as confidential related with it or with Balwurk, namely but not limited to trade secrets, proprietary and other information of the Disclosing Party, including all computer programs, source code, routines, data information, documentation, know-how, and technology relating to or forming any part of Balwurk computer systems or software.
2.1 – Company shall hold in confidence and shall not disclose (or permit or allow its personnel to disclose) to any person outside its organisation any Confidential Information. In particular, Company and its personnel shall use the Framework only for the purpose for which it was disclosed and shall not use or exploit it for commercial purposes, for its own benefit or the benefit of another without the Balwurk prior written consent.
2.2 – Without limitation of the foregoing, Company shall not cause or permit reverse engineering, decompilation or disassembly of the Framework or any other part of the Confidential Information.
2.3 – Company may only disclose Confidential Information received by it under this Agreement only to persons within its organisation who have a need to know such Confidential Information during the performance of their duties and who are bound by a written agreement, enforceable by Balwurk, to protect the confidentiality of such Confidential Information.
2.4 – Company shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Confidential Information and shall be responsible before Balwurk for any disclosure or misuse of Confidential Information which results from any failure to comply with this Agreement.
2.5 – Company shall protect the confidentiality of the Confidential Information using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorised dissemination or publication of the Confidential Information as it uses to protect its own confidential information.
2.6 – Company will promptly report to Balwurk any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by Balwurk to prevent, control, or remedy any such violation.
Company´s obligations specified in Section 2. above shall not apply, in case it is required to be produced to comply with applicable law or court order, provided that Company provides prior written notice of such disclosure to Balwurk and takes reasonable and lawful actions to avoid and/or minimise the extent of such disclosure, and will inform the court or the official requiring entity about the confidential nature of the information so disclosed.
4.1 – Company agrees that the Balwurk is and shall remain the exclusive owner of the Framework and all the Confidential Information related to it so disclosed by Balwurk as well as of all patents, copyright, trade secret, trademark, and other intellectual property rights therein.
4.2 – No license or conveyance of any such rights to the Company is granted or implied under this Agreement. Company t shall not remove any copyright or other proprietary rights notice attached to the Framework and the all Confidential Information related to it, and to the extent reproduction of the Confidential Information is permitted hereunder, Company shall reproduce all such notices on any copies of the Confidential Information.
5.1 – The Framework and all the Confidential Information related to it disclosed to the Company shall not be duplicated, copied, or reproduced except as may be authorised by Balwurk in writing prior thereto.
5.2 – Upon the termination of this Agreement or at any time upon the request of Balwurk, Company and all the persons within its organisation who have accessed to the Framework, shall return it to Balwurk with all drawings, documents and other tangible manifestations of Confidential Information received by the Company pursuant to this Agreement (and the all copies and reproductions thereof) or shall, at the Balwurk’s request, destroy all such Confidential Information and provide a certificate from an authorised officer of Recipient certifying Balwurk that such items have been destroyed.
6.1 – Company shall release, defend, indemnify, and hold Balwurk harmless of and from all damages (direct, consequential, or otherwise), claims, losses, causes of action, liability, costs (including attorney’s fees and experts fees at trial and on appeal) and expenses arising out of or relating to any breach of this Agreement by the Company and by any and all the persons within its organisation who have accessed to the Framework and to the Confidential Information.
6.2 – In the event of any actual or threatened breach of this Agreement by the Company, or by any of the persons within its organisation who have accessed to the Framework and to the Confidential Information, Balwurk shall be entitled to use appropriate equitable relief arising from this Agreement and the provisions of law simultaneously.
If any part, term, or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected hereby.
8.1 – This Agreement shall continue for a period of 3 (three) months from the date of signing this Agreement (and if signed on different dates, the date the Company signs it shall be the date of signing) and it will be automatically terminated at the end of that period, unless renewed in written by Balwurk for an equal period.
8.2 – This Agreement may be terminated by Balwurk on the provision of ten (10) days’ notice to the Company at any time without having to state a reason.
8.3 – The obligations of confidentiality and non-use contained in this Agreement shall survive perpetually the termination of this Agreement.
8.4 – Termination of this Agreement does not influence on effecting obligations set forth in this Agreement.
All Confidential Information is provided “AS IS”, and NONE OF THE CONFIDENTIAL INFORMATION OR OTHER INFORMATION WHICH IS DISCLOSED TO RECIPIENT SHALL CONSTITUTE ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND BY THE DISCLOSING PARTY, INCLUDING WITH RESPECT TO THE INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS.
Company acknowledges and agrees that its obligations and promises under this Agreement are of a unique character that gives them particular value and that a breach of any promise or covenant related to Confidential Information contained in this Agreement will result in irreparable and continuing damage to Balwurk for which there shall be no adequate remedy at law. In the event of such a breach, in addition to other remedies which may be available, Balwurk shall have the right to seek injunctive relief and/or a decree for specific performance and to be indemnified by the Company from any loss or harm (including reasonable attorneys’ fees) in connection with any such breach.
11.1 – This Agreement supersedes all prior agreements, written or oral, between the Parties relating to the subject matter of this Agreement.
11.2 – This Agreement may not be modified, amended, or discharged, in whole or in part, except by an agreement in writing signed by the Parties.
11.3 – Neither Party shall be bound with respect to any transaction being discussed between them unless and until a definitive written agreement is executed by both Parties.
11.4. – This Agreement will be binding upon, and inure to the benefit of, the Parties hereto and their respective heirs, successors, and assigns. The word “including” means “including without limitation”.
11.5 – This Agreement shall be governed by and construed in accordance with the laws of Portugal.
11.6 – All the disputes out of or in connection with the present Agreement shall be submitted to the Associação Comercial de Lisboa and shall be finally settled under the Rules of Arbitration of that Association by one arbitrator appointed in accordance with the said Rules.
11.7 – The Arbitration will take place in Lisbon at the offices of the Associação Comercial de Lisboa, and the language of the arbitration will be the Portuguese.
11.8 – In the event of any dispute relating to the interpretation or enforcement of this Agreement or any breach hereof, the prevailing party in such action or proceeding shall be entitled to recover from the other party all court costs and expenses, excluding attorney’s fees (including all pre-trial, trial and appellate proceedings) incurred by the prevailing party in that action or proceeding, in addition to any other relief to which such prevailing party may be entitled.
11.9 – All notices, demands, requests, and consents given under this Agreement shall be: (i) in writing, (ii) mailed to the Parties via certified mail at the addresses listed on the first page hereof, and (iii) mailed to the Parties via e-mail under the condition that the information will be sent in the way described in subsection (i) or (ii).
11.10 – Neither Party will assign, novate, or otherwise transfer any rights or obligations under this Agreement.