|1||CHALLENGE SETTER||Name: Prodigio Design Limited|
Address: 4 Bakersgate Courtyard, Pirbright, Surrey, GU24 0NJ
Contact email: firstname.lastname@example.org
Contact phone number: 01483 331420
|2||PARTICIPANT||By ticking the agree to terms you are accepting the following|
|3||CHALLENGE||An innovative R&D opportunity to reimagine the magic of exhibitions arranged by the Challenge Setter.|
|6||AGREEMENT||This Agreement consists of these Special Conditions and the attached Standard Terms, together with all schedules. In the case of any conflict between the Special Conditions and the Standard Terms, the Special Conditions shall prevail.|
|7||DATE OF AGREEMENT||15/07/2020.|
|8||GRANT||The Grant means the cash prize of £5,000 together with a further £5,000 investment for the research and development of the Idea.|
1.1 In this Agreement the following words and expressions shall have the following meanings respectively:
“Act” means the Copyright Designs and Patents Act 1988.
“Agreement” means this agreement made between the parties hereto, comprising the Special Conditions and the Standard Terms, together with all schedules and appendices incorporated by reference or attached hereto.
“Challenge” means the innovative R&D opportunity to reimagine the magic of exhibitions arranged by the Challenge Setter as detailed in Schedule 1.
“Challenge Panel” means (i) the Challenge Setter, (ii) Department for International Trade, (iii) the GREAT Britain campaign and the respective nominees of (i), (ii) or (iii).
“Challenge Setter” means Prodigio Design Limited, 4 Bakersgate Courtyard, Pirbright, Surrey, GU24 0NJ.
“Commencement Date” means the last date of signature hereof.
“Confidential Information” means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as “confidential”), together with any copies thereof, which relate to a Party (the “Disclosing Party”) or its employees, officers, customers or suppliers including a Disclosing Party’s Intellectual Property or Inventions, and which is directly or indirectly disclosed by the Disclosing Party to the other Party (“Recipient Party”) in the course of their participation in the Challenge.
“Department for International Trade” means Department for International Trade, 22 Whitehall, London SW1A 2EG.
“Disclosing Party” means the party which discloses the Confidential Information from the Recipient Party.
“Grant” means the cash prize of £5,000 together with a further £5,000 investment for the research and development of the Idea.
“Idea” means the proposed solution to the Challenge selected by the Challenge Setter for further research and development.
“Intellectual Property” means 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, 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist.
“Inventions” means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
“Location” means Prodigio Design Limited, 4 Bakersgate Courtyard, Pirbright, Surrey, GU24 0NJ.
“Parties” means any individuals, companies and organisations participating in the Challenge.
“Prodigio” means Prodigio Design Limited, 4 Bakersgate Courtyard, Pirbright, Surrey, GU24 0NJ.
“Recipient Party” means the party which receives Confidential Information from the Disclosing Party.
“Special Conditions” means the preceding Special Conditions, forming part of this Agreement.
“Standard Terms” means these Standard Terms forming part of this Agreement.
“The GREAT Britain campaign” means The GREAT Britain campaign
“Third Party” means any individuals, companies and organisations participating in the Challenge other than the Participant.
“UK” means the United Kingdom of Great Britain and Northern Ireland.
“Participant” means the individual as detailed in the Special Conditions.
1.2 The words and expressions used in this Agreement shall have the same meanings as are given to them in the Act. Any reference in this Agreement to any directive, statute, regulation or code shall be a reference to the same as may, from time to time, be amended, varied, replaced or reenacted except to the extent that such amendment, variation, replacement or re-enactment would increase or extend the liability of any party under this Agreement.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting one gender shall include both genders and words denoting persons shall include corporate entities and partnerships.
1.4 The clause headings used in this Agreement are for convenience and reference purposes only and shall not be deemed to govern or act in the interpretation of any provision of this Agreement in any way. The recitals, schedules and appendices to this Agreement, together with any documents referred to in them, form an integral part of this Agreement, and any reference to this Agreement shall be deemed to include this Agreement together with such recitals, schedules and appendices.
2. Participation in the Challenge
2.1 The Participant acknowledges that the Challenge Setter is hosting the Challenge as part of a broader initiative to develop new exhibition experiences. Accordingly, the Participant agrees to participate in the Challenge in the spirit of exploration and collaboration.
2.2 The Participant agrees to take part in the Challenge and to use reasonable endeavours to solve the Challenge.
2.3 Once all entries have been collated, the Challenge Panel will nominate the best five ideas to take forward into the dedicated workshops. The Idea which has, in the opinion of the Challenge Panel, presented the best solution to the Challenge shall be the winner of the Challenge. It being clearly understood that the decision whether or not to select any Idea as the winner of the Challenge shall be at the absolute discretion of the Challenge Panel whose decision on all matters shall be final and binding. The Challenge Panel reserves the right to decide that no winner may be chosen, and therefore, no Grant awarded. Where a winning Idea is selected the Challenge Setter shall confirm the selection of the winning Idea to the Participant on or about 15 August 2020.
2.4 The following remain the wholly and entirely at the sole discretion of the Challenge Panel:
2.4.1 The validity and suitability for purpose of any ideas submitted
2.4.2 The choice of the winner, if any;
2.4.3 A winning Idea, if any; and
2.4.4 The award of the Grant.
2.5 The award of the investment funding from the Great campaign remain at the sole discretion of the UKTI department.
2.6 Within 7 days of the date of the written notification under clause 2.3 the Participant shall sign the Collaborative R&D Agreement making it a party to that Agreement and giving it access to, among other things, the £5,000 cash prize and £5,000 funding to research and develop the Idea on the terms and conditions of the Collaborative R&D Agreement (included in Schedule 2).
2.7 Each of the Parties will obtain and maintain all regulatory and ethical licences, consents and approvals necessary to allow it to participate in the Challenge and will participate in accordance with all laws and regulations which apply to its activities under or pursuant to this Agreement.
2.8 Each of the Parties will ensure that its employees and students (if any) involved in the Challenge observe the conditions attaching to any regulatory and ethical licences, consents and approvals.
2.9 Each of the Parties will ensure that its staff and students (if any) involved in the Challenge, when visiting the Location, comply with all applicable health and safety and security policies and procedures and, if accessing or using another Party’s or another participant’s information systems, comply with that other Party’s information security policies and procedures.
2.10 Although the Participant will use reasonable endeavours to solve the Challenge, it does not undertake that its participation will lead to any particular result, nor does it guarantee a successful outcome to the Challenge.
2.11 Each of the Parties warrants to the other that it has full power and authority under its constitution to allow it to enter into and perform this Agreement.
2.12 The Challenge Setter confirms that they will not acquire any rights in the Participant’s Intellectual Property by virtue of the Participant’s participation in the Challenge.
2.13 The Participant confirms that all their work and Intellectual Property is of their own origination.
2.14 During the Challenge the Participant will meet Third Parties and may be introduced to Inventions and other Intellectual Property in which Third Parties have rights that are protected by the Act or otherwise. The Participant acknowledges that Third Parties have been encouraged to share knowledge and expertise in the same spirit of collaboration and exploration as is described in clause 2.1, but that nonetheless there is an expectation that Third Party rights will not be infringed. Accordingly the Participant agrees not to exploit any Third Party Intellectual Property without the express permission of the relevant Third Party.
2.15 During the Challenge the Participant may choose to share the Participant’s own creative ideas with Third Parties. In order to protect the Participant’s rights the Challenge Setter confirms that Third Parties have been required to sign up to the same terms as are set out in clause 2.11. The Participant agrees that he/she will not bring any action against the Challenge Setter in circumstances where the Participant’s rights in any Intellectual Property have been infringed by a Third Party.
3.1 This Agreement will begin on the Commencement Date and will continue until the earlier of the withdrawal of the Grant or the signature by the Participant of the Collaborative R&D Agreement or until this Agreement is terminated in accordance with clause 9.
4.1 Each Party undertakes with the other that it shall keep and it shall procure that its respective directors and employees keep secret and confidential all Confidential Information which has been communicated to it by the other(s) under or in respect of this Agreement or acquired from the other(s) as a result of this Agreement and shall not use the same other than for the purpose of its participation in the Challenge and/or disclose the same or any part of the same to any person whatsoever other than to their directors, employees or professional advisors directly concerned in the matters which are the subject of this Agreement.
4.2 The provisions of Clause 4.1 shall not apply to Confidential Information which;
4.2.1 the Recipient Party can prove was already in its possession and at its free disposal; or
4.2.2 is or becomes generally available to the public in printed publications in general circulation through no act or default on the part of the Recipient Party; or
4.2.3 the Recipient Party can prove was independently developed by it without reference to the Disclosing Party’s Confidential Information; or
4.2.4 is after the Commencement Date disclosed to the Recipient Party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so; or
4.2.5 is necessarily disclosed under an obligation to a court or similar statutory authority, governmental or other authority or regulatory body which governs the Recipient Party’s conduct provided that:
220.127.116.11 the Disclosing Party is immediately informed of the requirement to make the disclosure; and
18.104.22.168 the Disclosing Party is, where possible, given the opportunity to make the disclosure itself; and
22.214.171.124 where the Disclosing Party is not entitled to make the disclosure, only the minimum degree of disclosure is made by the Recipient Party sufficient to comply with that obligation, the disclosure is made under the maximum disclosure restrictions possible and the Disclosing Party is provided with full information on the disclosure made.
4.3 The Participant shall not, without the Challenge Setter’s prior written consent, give any information directly or indirectly relating to the Challenge, or any Third Party involved in the Challenge, (i) to any journalist, critic or correspondent of any newspaper or publication, (ii) to any person, firm or company by whom or in any circumstances in which the repetition or publication of any such statement might reasonably be anticipated, or (iii) on any on-line messaging service, website, blog, social network (including, but not limited to, Facebook, Twitter, Google Plus and YouTube) or any other internet or intranet-based form, regardless of whether such statement, announcement or comment is directed to one or more specific persons and regardless of whether such statement, announcement or comment can only be accessed by a limited group of people.
4.4 The Participant shall not, without the Challenge Setter’s prior written consent, take any photographs or make any recordings of any activity relating to the Challenge or any Third Parties, nor shall the Participant, at any time, do anything detrimental to or say anything detrimental about the Challenge, the Challenge Setter the Challenge Panel or any Third Party.
5. Challenge funding and reports
5.1 Participation in the Challenge entails competing and being supported by funding from the Grant. As such the Participant will be required to complete reporting information, including short surveys, written reports and interviews, with the Challenge Setter at the point of taking part in the Challenge and at a minimum of three further intervals until the end of the Grant period.
6. Data Protection and Privacy
6.1 Data Protection Legislation means the Data Protection Act 1998 (DPA) and (i) unless and until it is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the DPA. The parties to this Agreement will comply with the Data Protection Legislation. For the purposes of such legislation, the Participant consents to the holding, disclosing and processing of personal data (Data), including sensitive personal data, as such terms are defined under the Data Protection Legislation, relating to the Participant by the Challenge Setter (and any companies in the same group as the Challenge Setter and, where relevant, their employees, agents and advisers) for purposes connected with this Agreement and to ensure compliance with the Challenge Setter’s legal and regulatory obligations. The Participant agrees to inform the Challenge Setter when there are changes to the Participant’s Data.
6.2 The holding, disclosing or processing of Data may be in any form (whether obtained or held in writing, electronically or otherwise) and the Participant acknowledges that the processing of Data further to this Agreement may involve the disclosure of the Data to third parties and the transfer of such Data outside the European Economic Area including the USA and other jurisdictions where data protection regulations may not offer the same protection as those applicable within the European Economic Area and the Participant consents to such transfers.
8. Third Party Rights
8.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. Notwithstanding the foregoing Third Parties shall have the benefit of the obligations of confidence imposed on the Participant hereunder and the right vis a vis the Participant to enforce those obligations.
9.1 Any Party may terminate this Agreement with immediate effect by giving notice to the other(s) if either of the other(s):
9.1.1 Is in breach of any material provision of this Agreement (other than an obligation of payment) and (if it is capable of remedy) the breach has not been remedied within 30 days after receipt of written notice specifying the breach and requiring its remedy.
9.1.2 Becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of the other party’s assets, or if the other party makes any arrangement with its creditors.
10.1 Any grievance relating to this Agreement should be raised in writing with the Challenge Setter.
10.2 Nothing contained in this Agreement shall be deemed to constitute or create a partnership or joint venture between the parties and neither party shall hold itself out as the agent of the other or have the power to bind the other in any matter whatsoever.
10.3 It is agreed that the Participant’s participation in the Challenge is not subject to any collective bargaining agreements, guild or union regulations.
10.4 No waiver by the parties of any failure by them to perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of any covenant or condition of this Agreement.
10.5 If any clause, provision or any part of this Agreement becomes invalid, illegal or unenforceable in any respect under any law or for any other reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
10.6 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no term or condition of this Agreement shall confer or be construed as conferring any right on any third party.
10.7 This Agreement may be validly executed in any number of counterparts each of which when so executed and delivered shall be an original but which together shall form one and the same instrument. Executed counterpart signature pages of this Agreement sent by fax or scanned and transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) or the equivalent shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.
10.8 Examples used in this Agreement after the word “including” or “include” are illustrative only and shall not limit the generality of the words preceding the word ” including” or “include”.
10.9 This Agreement represents the entire agreement between the parties in respect of its subject matter and replaces any previous agreement(s), whether written or oral, relating to the subject matter and may be varied, modified or terminated only in writing signed by the parties.
10.10 This Agreement is deemed to have commenced on (and have effect from) the earlier of signature of this Agreement and the date of the Challenge as set out in the Special Conditions.
10.11 This Agreement and any related dispute or claim (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England.
11. Condition Precedent
11.1 It shall be a condition precedent to the coming into effect of this Agreement that the Third Parties shall have executed agreements to govern their participation in the Challenge.
SCHEDULE 1 – THE CHALLENGE
Exhibition Futures Challenge 2020
We believe exhibitions and events are truly irreplaceable. They allow like-minded people to create relationships, share ideas, and interact with brands in new and exciting ways.
However, due to the current climate, exhibitions and events have been put on hold.
Therefore companies are racing to find innovative ideas to unlock the potential of digital live events. Until exhibitions and events return, our challenge is this:
“TO REIMAGINE THE MAGIC OF EXHIBITIONS.”
HOW TO TAKE PART
Outline your ideas – be they small, large, simple, complex, outrageous, or just plain brilliant, and send them to us before midnight on 1st August 2020.
Full details are in our info pack which you will receive when you register.
HOW IT WORKS
Once we have collated all entries, our panel of judges will nominate the best pioneering five ideas to take forward into our dedicated workshops.
The final winning Idea will be selected and put forward for research and development.
THE R&D OPPORTUNITY
The Challenge Setter wishes to commission the research and development of the prototype Idea with the Participant.
On offer is a cash prize of £5,000 together with a further £5,000 investment including the support of the GREAT campaign team and the Department For International Trade to catapult your Idea into reality and achieve international exposure.
This is a research and development commission that provides the selected Participant with access to world-leading support in order to develop and deliver the prototype Idea.
Our research and development context promote innovation, experimentation and the creation of a proof of concept prototype.
As an R&D collaboration, the Participant will also make internal in-kind commitments to the prototype and work closely with the Challenge Setter’s team throughout the research, development and production period.
The ultimate development of the prototype experience to full product will be for the commercial benefit of the Participant.
SCHEDULE 2 – COLLABORATIVE R&D AGREEMENT
Proposed Collaborative R&D Agreement between the Challenge Setter and the Participant.
The principles are as follows:
- The Participant will acquire IP ownership of the prototype developed, granting the Challenge Setter licences to use that IP for the purposes of the partnership.
- The Challenge Setter provides the Participant a limited licence to use at no cost its background materials for the purposes of the Challenge and the R&D partnership between the Challenge Setter and the Participant.
- The Challenge Setter will own the methodology and is able to use the same to further the purposes for which it has been funded. The Participant will be granted a royalty free non-exclusive licence to use the Challenge Setter’s background IP to develop the prototype and, to the extent that it is necessary, to use the same when installing and demonstrating the prototype in situ.
- The Participant agrees to abide by the Funder’s funding conditions and reporting requirements. The Funders are Prodigio Design Limited, Department for International Trade and the GREAT Britain campaign.
- The Participant will grant access to the IP it acquires to the Challenge Setter’s R&D team for the purposes of the partnership.
- A detailed milestone agreement will be made at the point of awarding the collaborative R&D contract. Payment will be released against these milestones.
- The agreement with the Participant will ensure there is shared attribution of the project/prototype between the Challenge Setter and the Participant.
- Publicity & communications strategy/timeline to be agreed, but should include publicity of the showcase events.