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Spheros Environmental | www.spherosenv.com | Page 8
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<br />Change (each, a “Change Order”). Spheros may charge
<br />for the time it spends assessing and documenting a
<br />change request from Client on a time and materials
<br />basis. Spheros shall not implement any Change, and
<br />shall not be entitled to compensation for Services
<br />performed in respect of any Change, unless a Change
<br />Order in respect of such Change has been executed by
<br />both Parties. In the event that Spheros seeks any
<br />change to the Services such that the cost, scope, or
<br />schedule is impacted, Spheros shall within seven (7)
<br />days, notify Client in writing of the Change and
<br />promptly prepare and deliver to Client a proposal
<br />regarding the effect that such Change would have on
<br />(1) the cost of the Services, (2) the timing for
<br />performance of the Services and (3) any other material
<br />aspect of this Agreement. Notwithstanding this Section
<br />IV, Spheros may change the Services without the
<br />consent of Client provided that such changes do not
<br />materially affect the nature or scope of the Services, or
<br />the fees or any performance dates.
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<br />V. OWNERSHIP OF DOCUMENTS. All intellectual
<br />property rights, including copyrights, patents, patent
<br />disclosures and inventions (whether patentable or not),
<br />trademarks, service marks, trade secrets, know-how
<br />and other confidential information, trade dress, trade
<br />names, logos, corporate names, and domain names,
<br />together with all of the goodwill associated therewith,
<br />derivative works and all other rights (collectively,
<br />“Intellectual Property Rights”) in and to all documents,
<br />work product, and other materials that are delivered to
<br />Client under this Agreement or prepared by or on
<br />behalf of Spheros in the course of performing the
<br />Services, including any items identified as such in the
<br />Order Confirmation (collectively, the “Deliverables”)
<br />except for any Confidential Information (as defined in
<br />Section VI) of Client or Client materials shall be owned
<br />by Spheros. Spheros hereby grants Client a license to
<br />use all Intellectual Property Rights free of additional
<br />charge and on a non-exclusive, worldwide, non-
<br />transferable, non-sublicensable, fully paid-up, royalty-
<br />free, and perpetual basis to the extent necessary to
<br />enable Client to make reasonable use of the
<br />Deliverables and the Services. The Client shall not re-
<br />use or make any modification to Spheros’s designs,
<br />documents or work product without the prior written
<br />authorization of Spheros, and any such authorized use
<br />or modification shall be at the sole risk of Client with
<br />no liability to Spheros.
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<br />VI. CONFIDENTIALITY. From time to time during
<br />the term of this Agreement, either Party (as the
<br />“Disclosing Party”) may disclose or make available to
<br />the other Party (as the “Receiving Party”), non-public,
<br />proprietary, and confidential information of Disclosing
<br />Party (whether or not marked, designated, or otherwise
<br />identified as “confidential”) in connection with the
<br />Services (“Confidential Information”); provided,
<br />however, that Confidential Information does not
<br />include any information that: (a) is or becomes
<br />generally available to the public other than as a result
<br />of Receiving Party’s breach of this Section VI; (b) is or
<br />becomes available to the Receiving Party on a non-
<br />confidential basis from a third-party source, provided
<br />that such third party is not and was not prohibited from
<br />disclosing such Confidential Information; (c) was in
<br />Receiving Party’s possession prior to Disclosing Party’s
<br />disclosure hereunder; or (d) was or is independently
<br />developed by Receiving Party without using any
<br />Confidential Information. Spheros’s Confidential
<br />Information shall include the Services performed
<br />hereunder and the nature or results of the work
<br />performed hereunder. The Receiving Party shall: (i)
<br />protect and safeguard the confidentiality of the
<br />Disclosing Party’s Confidential Information with at least
<br />the same degree of care as the Receiving Party would
<br />protect its own Confidential Information, but in no
<br />event with less than a commercially reasonable degree
<br />of care; (ii) not use the Disclosing Party’s Confidential
<br />Information, or permit it to be accessed or used, for any
<br />purpose other than to exercise its rights or perform its
<br />obligations under this Agreement; and (iii) not disclose
<br />any such Confidential Information to any person or
<br />entity, except to the Receiving Party’s Group who need
<br />to know the Confidential Information to assist the
<br />Receiving Party, or act on its behalf, to exercise its
<br />rights or perform its obligations under this Agreement.
<br />The Receiving Party shall be responsible for any breach
<br />of the confidentiality and non-use obligations
<br />contained herein by the Receiving Party’s Group. If the
<br />Receiving Party is required by applicable law or legal
<br />process to disclose any Confidential Information, it
<br />shall, prior to making such disclosure, use commercially
<br />reasonable efforts to notify Disclosing Party of such
<br />requirements to afford Disclosing Party the
<br />opportunity to seek, at Disclosing Party’s sole cost and
<br />expense, a protective order or other remedy. For
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