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Can either party assign any of its rights and obligations?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Both parties agree not to change the terms of the agreementNeither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. | 19 | Neutral |  Genie Team | England and Wales | User uploaded |
Both parties agree not to change the terms of the agreementNeither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Can either party assign, novate or transfer rights and obligations?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Supplier may assign, not CustomerThe Supplier may, but the Customer may not (without the Supplier’s prior written consent), assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement. | 4 | Neutral | Genie Team | England and Wales | User uploaded |
Company may change agreement, but not licenseeCompany may, but the Licensee may not without Company’s prior written consent, assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Can rights or obligations be assigned or subcontracted to third party?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
No assignment or transferYou shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement | 3 | Neutral | Genie Team | England and Wales | User uploaded |
Can the university and company separately commercially exploit jointly owned arising intellectual property?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
If the Company doesn't exercise its option, the University and Company can exploit Arising Intellectual Property without each other's permissionIn the event that the Company does not exercise its option pursuant to Clause 4.7.1, the University and the Company may themselves separately commercially exploit or non-exclusively sub-license jointly owned Arising Intellectual Property to third parties without the other joint owner’s consent. | 9 | Neutral | Genie Team | England and Wales | User uploaded |
Do the parties grant a licence for the other party to use its background intellectual property?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Licensing agreement for projectEach Party grants the other Parties a royalty-free, non-transferable, non-exclusive, licence to use its Background Intellectual Property for the sole purpose of the performance of the Project. | 2 | Neutral | Genie Team | England and Wales | User uploaded |
Does the company grant the university and student arising intellectual property rights?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Licence to use Arising Intellectual PropertyThe Company hereby grants to the University and the Student a royalty-free irrevocable, non-transferable, non-exclusive licence to use its Arising Intellectual Property for their own non-commercial activities such as teaching and scientific or clinical research. | 3 | Neutral | Genie Team | England and Wales | User uploaded |
How can the remaining shares be dragged?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Requires Board approval and Seed Investor Majority to force the remaining shareholders to sell their sharesRequires Board approval and Seed Investor Majority to drag the remaining shares. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
How will dividends be paid?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Dividends on Series Seed Shares will be paid on the same basis as dividends on Common StockDividends will be paid on the Series Seed Shares on an as converted basis when, as, and if paid on the Common Stock. | 3 | Neutral | Genie Team | England and Wales | User uploaded |
How should communication over internal networks be protected?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Non-public networks should only be accessible to authorized personnelThe Supplier shall ensure that any non-public network utilized by the Supplier is constructed and protected in such a manner that only authorized access is possible. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
How should communication over public networks be protected?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Public network security, data encryptionThe Supplier shall ensure that when public networks (Internet) are utilized by the Supplier, appropriate security mechanisms are in place so that no unauthorized access is possible. The Supplier shall ensure that when Confidential Information or COMPANY NAME Data is communicated over a public network it shall be encrypted either with SSL/TLS with encryption keys of AES-128 bits strength or equivalent for symmetric encryption and RSA-2048 bits strength or equivalent for asymmetric encryption, or by another solution that has been approved in writing by COMPANY NAME beforehand. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
How should communication over wireless networks be protected?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
The Supplier promises to only communicate electronically over secure wireless networks, as recommended by the product manufacturerThe Supplier undertakes to only utilize internal electronic communication over wireless networks when WPA2 or higher encryption is in use according to the product manufacturer’s recommendation. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
How else should confidentiality be maintained?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Confidentiality and integrityWhen considering encryption, consider the use of digital signatures or hash functions as well. Encryption only helps with confidentiality. In most cases where confidentiality is important, integrity is also important and digital signatures and hash functions are important tools to ensure integrity. Please refer to the Data Protection Policy for more details. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
How often should keys be changed?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Passwords and private keysSymmetric algorithm keys and private keys are like passwords, and our Password Policy applies. For instance these keys should never be re-used and should also be changed at least every PRIVATE KEY RENEWAL months. Public keys are typically not confidential and can be changed less frequently. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
How should keys be generated?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Secure random number generatorMake sure that all keys are randomly generated using a secure random number generator. You cannot use common words as keys. Keys should also never be stored in source code | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Are the undertakings and warranties in lieu of all other warranties?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
The parties disclaim all implied warrantiesThe express undertakings and warranties given by the parties in this Assignment are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by law. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Does anything in the assignment limit or exclude either party's liability?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Liability for death or personal injury, fraud, and losses caused by deliberate breaches are not limited or excludedNothing in this Assignment limits or excludes either party's liability for: death or personal injury; any fraud or for any sort of liability that, by law, cannot be limited or excluded; or any loss or damage caused by a deliberate breach of this Assignment or a breach of confidence. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Does either party accept responsibility for use made by the other party of the patent?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
We compensate themWe indemnify the other party for direct business losses arising from fraud in our company. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
No responsibility for useExcept under[ the warranty in clause 3.1 and ]the indemnity in clause 3.6, and subject to clause 3.9, neither party accepts any responsibility for any use which may be made by the other party of the Patent, nor for any reliance which may be placed by that other party on the Patent, nor for advice or information given in connection with the Patent. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Can data be transferred outside the European Economic Area?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Transferring data overseasshall not, without the prior written consent of the Customer, transfer any such personal data to a country or territory outside the European Economic Area unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation | 2 | Neutral | Genie Team | England and Wales | User uploaded |
Can the client transfer personal information to the client's business contacts outside the EEA?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Consultant agrees to information being sent outside of the European Economic Area for business purposesThe Consultant consents to the transfer of such information to the Client's business contacts outside the European Economic Area in order to further its or their business interests. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
How will personal data be processed?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Personal data processingYou consent to the Company holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 relating to you as appropriate (such as information about your physical or mental health or condition in order to take decisions as to your fitness for work, your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation or information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements). | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Can the consultant use a third party to perform administrative functions?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
The Consultant may outsource administrative, clerical or secretarial functions to a third party, at the Client's request and costThe Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that: the Client will not be liable to bear the cost of such functions; and at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. | 2 | Neutral | Genie Team | England and Wales | User uploaded |
Should the consultant comply with health and safety procedures?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Safety standards and proceduresThe Consultant shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Should the consultant offer business opportunities to the client?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Consultant to offer business opportunities to Client first, unless doing so would violate confidentiality or fiduciary dutyThe Consultant undertakes to the Client that during the Engagement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to their knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Can the recipient disclose confidential information?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
The Receiving Party may disclose the Confidential Information to its Representatives, who are bound by an appropriate obligation of confidentialityThe Receiving Party may disclose the Confidential Information to its Representatives [and any of its Group Companies or their Representatives] [It may not always be appropriate to allow the Receiving Party to disclose to other members of its Group Companies] who strictly need to know such Confidential Information for the Purpose and are bound by an appropriate obligation of confidentiality no less onerous than the obligations set out in this Agreement. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Recipient may disclose to Representatives who strictly need to know for the Purpose and are bound by confidentialityThe Recipient may disclose the Confidential Information to its Representatives [and any of its Group Companies or their Representatives] [It may not always be appropriate to allow the Recipient to disclose to other members of its Group Companies] who strictly need to know such Confidential Information for the Purpose and are bound by an appropriate obligation of confidentiality no less onerous than the obligations set out in this Agreement. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
To what extent can a party disclose confidential information when required by law?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Disclose under duressThe Receiving Party may disclose Confidential Information to the minimum extent required by law or by an order of any court or regulatory authority of competent jurisdiction, provided that to the extent permitted by law it uses all reasonable endeavours to give the Company as much notice of this disclosure as possible and it takes reasonable action and provides reasonable assistance to the Company to secure confidential treatment of the Confidential Information and takes into account the reasonable requests of the Company in relation to the content of this disclosure. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Party may disclose Confidential Information if required by law, but must give other party notice if possibleA party may disclose Confidential Information to the minimum extent required by law or by an order of any court or regulatory authority of competent jurisdiction, provided that to the extent permitted by law it uses all reasonable endeavours to give the other party as much notice of this disclosure as possible. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Who is liable for actions or omissions of the Representatives?
2 Clauses
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
The Receiving Party is liable for the actions or omissions of its RepresentativesThe Receiving Party shall be liable for the actions or omissions of the Representatives [and any of its Group Companies or their Representatives] in relation to the Confidential Information as if they were the actions or omissions of the Receiving Party. | 2 | Neutral | Genie Team | England and Wales | User uploaded |
Recipient is liableThe Recipient shall be liable for the actions or omissions of the Representatives [and any of its Group Companies or their Representatives] in relation to the Confidential Information as if they were the actions or omissions of the Recipient. | 1 | Neutral | Genie Team | England and Wales | User uploaded |
Can either party disclose confidential information if required by law?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Disclosures authorized by lawThe restriction in paragraph 6.1 does not apply to: any use or disclosure authorised by the Company or as required by law; or any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Can the consultant disclose confidential information to a third party?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Confidential information protectionThe Consultant shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to: any use or disclosure authorised by the Client or required by law; or any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
Can the employee disclose confidential information?
1 Clause
| Clause summary and text | Used | Favoured party | Author | Governing law | Source |
|---|---|---|---|---|---|
Confidential information must not be disclosed, except in certain circumstancesThe Employee shall not (except in the proper course of their duties), either during the Employment or at any time after the Termination Date, use or disclose or communicate to any person, Company or other organisation whatsoever (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This shall not apply to: any use or disclosure authorised by the Company or required by law; or any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996. | 0 | Neutral | Genie Team | England and Wales | User uploaded |
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