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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Both parties agree not to change the terms of the agreement

1.1.Neither 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.
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Both parties agree not to change the terms of the agreement

1.1.Neither 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Supplier may assign, not Customer

1.1.The 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.
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Company may change agreement, but not licensee

1.1.Company 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.
0
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

No assignment or transfer

1.1.You 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
1
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

If the Company doesn't exercise its option, the University and Company can exploit Arising Intellectual Property without each other's permission

1.1.In 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.
7
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Licensing agreement for project

1.1.Each 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Licence to use Arising Intellectual Property

1.1.The 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.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Requires Board approval and Seed Investor Majority to force the remaining shareholders to sell their shares

1.1.Requires Board approval and Seed Investor Majority to drag the remaining shares.
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Neutral
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Dividends on Series Seed Shares will be paid on the same basis as dividends on Common Stock

1.1.Dividends will be paid on the Series Seed Shares on an as converted basis when, as, and if paid on the Common Stock.
3
Neutral
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Company to pay lawyer's fees

1.1.Company to reimburse counsel to investor for a fee up to £12,500.00 (+ VAT if required)
0
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Non-public networks should only be accessible to authorized personnel

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Public network security, data encryption

1.1.The 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.
1.2.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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

The Supplier promises to only communicate electronically over secure wireless networks, as recommended by the product manufacturer

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Confidentiality and integrity

1.1.When 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.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Passwords and private keys

1.1.Symmetric 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Secure random number generator

1.1.Make 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
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Neutral
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

The parties disclaim all implied warranties

1.1.The 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.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Liability for death or personal injury, fraud, and losses caused by deliberate breaches are not limited or excluded

1.1.Nothing in this Assignment limits or excludes either party's liability for:
1.2.death or personal injury;
1.3.any fraud or for any sort of liability that, by law, cannot be limited or excluded; or
1.4.any loss or damage caused by a deliberate breach of this Assignment or a breach of confidence.
1
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

We compensate them

1.1.We indemnify the other party for direct business losses arising from fraud in our company.
0
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No responsibility for use

1.1.Except 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.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Transferring data overseas

1.1.shall 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Consultant agrees to information being sent outside of the European Economic Area for business purposes

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Personal data processing

1.1.You 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

The Consultant may outsource administrative, clerical or secretarial functions to a third party, at the Client's request and cost

1.1.The 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:
1.2.the Client will not be liable to bear the cost of such functions; and
1.3.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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Safety standards and procedures

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Consultant to offer business opportunities to Client first, unless doing so would violate confidentiality or fiduciary duty

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

The Receiving Party may disclose the Confidential Information to its Representatives, who are bound by an appropriate obligation of confidentiality

1.1.The 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
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Recipient may disclose to Representatives who strictly need to know for the Purpose and are bound by confidentiality

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Disclose under duress

1.1.The 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
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Party may disclose Confidential Information if required by law, but must give other party notice if possible

1.1.A 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

The Receiving Party is liable for the actions or omissions of its Representatives

1.1.The 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
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Recipient is liable

1.1.The 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
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Disclosures authorized by law

1.1.The restriction in paragraph 6.1 does not apply to:
1.2.any use or disclosure authorised by the Company or as required by law; or
1.3.any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Confidential information protection

1.1.The 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:
1.2.any use or disclosure authorised by the Client or required by law; or
1.3.any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.
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Clause summary and textUsedFavoured partyAuthorGoverning lawSource

Confidential information must not be disclosed, except in certain circumstances

1.1.The 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:
1.2.any use or disclosure authorised by the Company or required by law; or
1.3.any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
0
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