Términos del servicio
Intellectual Property Rights; Ownership.
8.1 Clone Coach and its licensors are, and shall remain, the sole and exclusive owners of all
right, title, and interest in and to any written Deliverables, including Pre-Existing Materials, provided to Client
in its execution of the Services, and including all Intellectual Property Rights therein. Clone Coach
hereby grants Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in
accordance with Section 17.7 ), non-sublicenseable, worldwide license only for purposes of Client’s internal
training and reference purposes, to: use, display, reproduce, distribute, transmit, and otherwise share any
Deliverables. All other rights in and to the Deliverables are expressly reserved by Clone Coach.
8.2 Upon the reasonable request of Clone Coach, Client shall cause Client Personnel to
promptly take such further actions, including execution and delivery of all appropriate instruments of
conveyance, as may be necessary to assist Clone Coach to prosecute, register, perfect, or record its
rights in or to any Deliverables.
8.3 Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and
interest in and to the Client Materials, including all Intellectual Property Rights therein. Clone Coach
shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the
extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly
reserved by Client.
9. Confidential Information.
9.1 The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential
Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party;
provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party
to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a “need to
know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations
at least as restrictive as those set forth in this Section 9 ; (b) to use the Confidential Information of the
Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of
Client, to make use of the Services and Deliverables; and (c) to immediately notify the Disclosing Party in the
event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
9.2 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the
Receiving Party shall provide prompt written notice of such requirement so that the Disclosing Party may seek,
at its sole cost and expense, a protective order or other remedy; and reasonable assistance, at the Disclosing
Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on
disclosure.
10. Representations and Warranties
10.1 Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing, and in good standing as a corporation or other entity
as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or
chartering;
(b) it has the full right, power, and authority to enter into this Agreement, to grant the rights
and licenses granted hereunder, and to perform its obligations hereunder;
(c) the execution of this Agreement by its representative whose signature is set forth at the
end hereof has been duly authorized by all necessary corporate action of the party; and
(d) when executed and delivered by such party, this Agreement will constitute the legal,
valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
10.2 Clone Coach represents and warrants to Client that it shall perform the Services using
personnel of required skill, experience, and qualifications and in a professional and workmanlike manner and
shall devote adequate resources to meet its obligations under this Agreement.
10.4 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY
HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE UNDER THIS AGREEMENT, AND (B) CLONE COACH SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (C) CLONE COACH
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (1)
WITH RESPECT TO ANY PARTICULAR RESULT, OUTCOME, OR IMPROVEMENT REGARDING
CLONE OR PLANT PRODUCTION, HEALTH, OR VIABILITY, AND (2) THAT ANY
CLIENT UNDERSTANDS AND AGREES THAT CLONE COACH DOES NOT AND
CANNOT GUARANTEE ANY PARTICULAR OUTCOME WITH RESPECT TO CLONE OR PLANT
PRODUCTION. CLIENT UNDERSTANDS AND AGREES THE SERVICES DO NOT INVOLVE ANY
ADVICE OR RECOMMENDATIONS WITH RESPECT TO CLIENT’S COMPLIANCE OR OTHER
LEGAL OBLIGATIONS UNDER LAWS.
11. Indemnification.
11.1 Clone Coach shall defend, indemnify, and hold harmless Client and its officers,
directors, employees, agents, successors, and permitted assigns (each, a “Client Indemnitee”) from and
against all Losses awarded against a Client Indemnitee in a final judgment arising out of or resulting from any
third-party claim, suit, action, or proceeding (each, an “Action”) arising out of or resulting from:
(a) bodily injury, death of any person, or damage to real or tangible, personal property
resulting from the willful, fraudulent, or grossly negligent acts or omissions of Clone Coach
or Clone Coach Personnel; and
(b) Clone Coach ‘s material breach of any representation, warranty, or obligation
of Clone Coach as forth in this Agreement.
11.2 Client shall defend, indemnify, and hold harmless Clone Coach and Clone Coach’s Affiliates and its officers, directors, employees, agents, successors, and permitted assigns from and
against all Losses arising out of or resulting from:
(a) bodily injury, death of any person, or damage to real or tangible, personal property
resulting from the negligent or willful acts or omissions of Client; and
(b) Client’s breach of any representation, warranty, or obligation of Client in this Agreement.
11.3 The party seeking indemnification hereunder shall promptly notify the indemnifying party in
writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and
expense. The indemnifying party shall immediately take control of the defense and investigation of such
Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole
cost and expense. The indemnified party’s failure to perform any obligations under this Section 11.3 shall not
relieve the indemnifying party of its obligations under this Section 11.3 except to the extent that the
indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The
indemnified party may participate in and observe the proceedings at its own cost and expense.
11.4 Notwithstanding anything to the contrary in this Agreement, the indemnifying party is not
obligated to indemnify or defend the indemnified party against any claim (whether direct or indirect) to the
extent such claim or corresponding losses arise out of or result from the indemnified party’s: (a) negligence or
more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to comply
with any of its obligations set forth in this Agreement.
12. Limitation of Liability.
12.1 EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OR
WHERE CLIENT FAILS TO MAKE PAYMENT UNDER THIS AGREEMENT, IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE,
REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS
FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
13. [INTENTIONALLY OMITTED.]
14. [INTENTIONALLY OMITTED.]
15. Non-Exclusivity. Clone Coach retains the right to perform the same or similar type of services
for third parties during the Term of this Agreement.
16. Force Majeure.
16.1 No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or
breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement
(except for any obligations to make payments to the other party hereunder), when and to the extent such failure
or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of
God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or
blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g)
national or regional emergency; or (h) other similar events beyond the reasonable control of the party affected
by the Force Majeure Event. The affected party shall give notice within five (5) calendar days of the Force
Majeure Event to the other party, stating the period of time the occurrence is expected to continue. During the
Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the effected parties resumes performance.
8.1 Clone Coach and its licensors are, and shall remain, the sole and exclusive owners of all
right, title, and interest in and to any written Deliverables, including Pre-Existing Materials, provided to Client
in its execution of the Services, and including all Intellectual Property Rights therein. Clone Coach
hereby grants Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in
accordance with Section 17.7 ), non-sublicenseable, worldwide license only for purposes of Client’s internal
training and reference purposes, to: use, display, reproduce, distribute, transmit, and otherwise share any
Deliverables. All other rights in and to the Deliverables are expressly reserved by Clone Coach.
8.2 Upon the reasonable request of Clone Coach, Client shall cause Client Personnel to
promptly take such further actions, including execution and delivery of all appropriate instruments of
conveyance, as may be necessary to assist Clone Coach to prosecute, register, perfect, or record its
rights in or to any Deliverables.
8.3 Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and
interest in and to the Client Materials, including all Intellectual Property Rights therein. Clone Coach
shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the
extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly
reserved by Client.
9. Confidential Information.
9.1 The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential
Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party;
provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party
to its and its Affiliates, and their officers, employees, consultants, and legal advisors who have a “need to
know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations
at least as restrictive as those set forth in this Section 9 ; (b) to use the Confidential Information of the
Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of
Client, to make use of the Services and Deliverables; and (c) to immediately notify the Disclosing Party in the
event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
9.2 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the
Receiving Party shall provide prompt written notice of such requirement so that the Disclosing Party may seek,
at its sole cost and expense, a protective order or other remedy; and reasonable assistance, at the Disclosing
Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on
disclosure.
10. Representations and Warranties
10.1 Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing, and in good standing as a corporation or other entity
as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or
chartering;
(b) it has the full right, power, and authority to enter into this Agreement, to grant the rights
and licenses granted hereunder, and to perform its obligations hereunder;
(c) the execution of this Agreement by its representative whose signature is set forth at the
end hereof has been duly authorized by all necessary corporate action of the party; and
(d) when executed and delivered by such party, this Agreement will constitute the legal,
valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
10.2 Clone Coach represents and warrants to Client that it shall perform the Services using
personnel of required skill, experience, and qualifications and in a professional and workmanlike manner and
shall devote adequate resources to meet its obligations under this Agreement.
10.4 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY
HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE UNDER THIS AGREEMENT, AND (B) CLONE COACH SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (C) CLONE COACH
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (1)
WITH RESPECT TO ANY PARTICULAR RESULT, OUTCOME, OR IMPROVEMENT REGARDING
CLONE OR PLANT PRODUCTION, HEALTH, OR VIABILITY, AND (2) THAT ANY
CLIENT UNDERSTANDS AND AGREES THAT CLONE COACH DOES NOT AND
CANNOT GUARANTEE ANY PARTICULAR OUTCOME WITH RESPECT TO CLONE OR PLANT
PRODUCTION. CLIENT UNDERSTANDS AND AGREES THE SERVICES DO NOT INVOLVE ANY
ADVICE OR RECOMMENDATIONS WITH RESPECT TO CLIENT’S COMPLIANCE OR OTHER
LEGAL OBLIGATIONS UNDER LAWS.
11. Indemnification.
11.1 Clone Coach shall defend, indemnify, and hold harmless Client and its officers,
directors, employees, agents, successors, and permitted assigns (each, a “Client Indemnitee”) from and
against all Losses awarded against a Client Indemnitee in a final judgment arising out of or resulting from any
third-party claim, suit, action, or proceeding (each, an “Action”) arising out of or resulting from:
(a) bodily injury, death of any person, or damage to real or tangible, personal property
resulting from the willful, fraudulent, or grossly negligent acts or omissions of Clone Coach
or Clone Coach Personnel; and
(b) Clone Coach ‘s material breach of any representation, warranty, or obligation
of Clone Coach as forth in this Agreement.
11.2 Client shall defend, indemnify, and hold harmless Clone Coach and Clone Coach’s Affiliates and its officers, directors, employees, agents, successors, and permitted assigns from and
against all Losses arising out of or resulting from:
(a) bodily injury, death of any person, or damage to real or tangible, personal property
resulting from the negligent or willful acts or omissions of Client; and
(b) Client’s breach of any representation, warranty, or obligation of Client in this Agreement.
11.3 The party seeking indemnification hereunder shall promptly notify the indemnifying party in
writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and
expense. The indemnifying party shall immediately take control of the defense and investigation of such
Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole
cost and expense. The indemnified party’s failure to perform any obligations under this Section 11.3 shall not
relieve the indemnifying party of its obligations under this Section 11.3 except to the extent that the
indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The
indemnified party may participate in and observe the proceedings at its own cost and expense.
11.4 Notwithstanding anything to the contrary in this Agreement, the indemnifying party is not
obligated to indemnify or defend the indemnified party against any claim (whether direct or indirect) to the
extent such claim or corresponding losses arise out of or result from the indemnified party’s: (a) negligence or
more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to comply
with any of its obligations set forth in this Agreement.
12. Limitation of Liability.
12.1 EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OR
WHERE CLIENT FAILS TO MAKE PAYMENT UNDER THIS AGREEMENT, IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE,
REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS
FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
13. [INTENTIONALLY OMITTED.]
14. [INTENTIONALLY OMITTED.]
15. Non-Exclusivity. Clone Coach retains the right to perform the same or similar type of services
for third parties during the Term of this Agreement.
16. Force Majeure.
16.1 No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or
breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement
(except for any obligations to make payments to the other party hereunder), when and to the extent such failure
or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of
God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or
blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g)
national or regional emergency; or (h) other similar events beyond the reasonable control of the party affected
by the Force Majeure Event. The affected party shall give notice within five (5) calendar days of the Force
Majeure Event to the other party, stating the period of time the occurrence is expected to continue. During the
Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the effected parties resumes performance.