Partner Additional Terms and Conditions
As set forth in the Agreement entered into by and between Partner and RAI, the following Additional Terms and Conditions are incorporated into the Agreement. Should a conflict arise between the terms of these Additional Terms and Conditions and the terms of the Agreement, the Agreement will control. Capitalized terms used herein and not otherwise defined herein, unless the context otherwise requires, will have the same meanings set forth in the Agreement.
The following Additional Terms and Conditions apply solely to Partners/Resellers (herein, “Partners”) and do not apply to any direct Client of RAI. Please see the Client Additional Terms and Conditions below for the terms applicable to direct Clients of RAI.
I. Use of Names and Property
A. License to Partner
Partner is hereby granted a limited, non-exclusive, revocable license to use RAI's name, trademarks, logos and/or service marks provided by RAI to Partner (“Trademarks”), but only to the extent of RAI's prior written permission, which RAI is free to withhold for any reason or no reason, and only in connection with and to the extent necessary for Partner to perform under the terms and conditions of the Agreement. In the event that RAI gives Partner notice of any use of RAI’s Trademarks that is not in compliance with RAI’s written permission regarding use of the Trademarks, Partner will promptly revise or immediately cease the non-complying use. Further, Partner agrees that it will promptly revise or immediately cease use of the RAI Trademarks at the request of RAI. Partner shall not modify or change its uses of the Trademarks without the prior written permission of RAI.
Partner acknowledges and agrees that RAI is the exclusive owner of the Trademarks and that it will at no time use or authorize the use of any trademark, trade name or other designation identical with or confusingly or colorably similar to the Trademarks. Any use of Trademarks hereunder will inure to the benefit of RAI.This limited license shall terminate immediately when the Agreement terminates for any reason. After this limited license terminates, Partner shall not reference or otherwise use RAI's Trademarks for any purpose without the prior written consent of RAI, which RAI is free to withhold for any reason or no reason. Upon request of RAI and/or upon termination of the Agreement, Partner shall immediately return all such materials to RAI and shall destroy any such materials that were produced by Partner.
B. License to RAI
RAI is hereby granted a limited, non-exclusive, revocable license to use Partner's name, trademarks, logos and/or service marks as required to perform under the terms and conditions of the Agreement. Any use of the Partner’s name, trademarks, logos and/or service marks by RAI hereunder will inure to the benefit of Partner.This limited license shall terminate immediately when the Agreement terminates for any reason. After this limited license terminates, RAI shall not reference Partner's name, trademarks, logos and or service marks for any purpose without the prior written consent of Partner, which Partner is free to withhold for any reason or no reason. Upon request of Partner and/or upon termination of the Agreement, RAI shall immediately return all such materials to Partner and shall destroy any such materials that were produced by RAI. Notwithstanding the foregoing, RAI is authorized to keep electronic copies of it use of Partner's name, trademarks, logos and/or service marks for archival purposes.
II. Rights to Intellectual Property
A. Rights of Partner
All documents, text, photographs, video, pictures, animation, sound recordings, computer code, tools, methodologies, procedures, and all other works of authorship or other intellectual property provided by Partner to RAI during RAI’s performance of the Services, together with all images, likenesses, voices, and other characteristics contained therein (collectively, the "Partner Works") shall remain the property of Partner and its licensors, as applicable. Partner hereby grants to RAI a nonexclusive, irrevocable, worldwide, sublicenseable right and license to duplicate, distribute, modify, display, create derivative works, perform, use, import, make and transmit the Partner Works as necessary to create any deliverables required by the Services and to otherwise enable RAI to perform the Services and to exercise any rights granted to RAI under the Agreement.
B. Rights of RAI
Except for the Partner Works and subject to the license to the Partner set forth in the Agreement, the results of all Services and all deliverables produced by RAI as part of the Services, including all inventions, modifications, source code, enhancements, derivative works, discoveries, processes, methods, designs and know-how, whether or not copyrightable or patentable, including, without limitation any customization made for Partner, which RAI may conceive or make, either alone or in conjunction with others, including, without limitation, with Partner, during the term of this Agreement, which in any way pertain to or are connected with the Services (collectively, "Work Product") are and shall remain the property of RAI, and all rights, title, and interests therein, shall vest in and are hereby assigned to RAI and RAI shall have all Ownership Rights in the Work Product. Ownership Rights shall include: (1) all right, title and interest, and all United States and foreign intellectual property rights including, without limitation, patents, trade secrets, and copyrights; (2) the right to use, offer for sale, sell, import, make, duplicate, distribute, create derivative works, display, perform and disclose the Work Product, in whole part, in any manner and for any purpose and to authorize others to do so; (3) the right to prepare derivative works of the Work Product, in whole part, in any manner and for any purpose and to authorize others to do so; (4) the right to exploit the Work Product, for profit or otherwise; and, (5) the right to register ownership interest in the Work Product.
Partner agrees to take such actions as may be reasonably requested by RAI to affect the intent of this Section II B, including but not limited to, the making of further written assignments in a form reasonably requested by RAI. Partner will take no action to jeopardize, limit, interfere with, or otherwise negatively impact in any manner RAI’s ownership of, Ownership Rights in or rights with respect to the Work Product. Nothing in this Agreement shall preclude RAI from developing for itself, or for others, materials or information which are similar or identical in purpose or functionality with the Work Product. RAI shall have all Ownership Rights to any improvements to the Partner Works developed in the course of performing services for RAI, all of which shall be deemed Work Product.
III. Confidentiality
A. Purpose
Both Parties may disclose certain proprietary and confidential trade secret information of their own and/or third parties which has been entrusted to the other Party (collectively, "Confidential Information") solely for the purpose of executing under the terms and conditions of the Agreement.B. Definition
"Confidential Information" means any information obtained by one Party from the other Party that is not generally known to the public and that a reasonable business person would deem confidential, including but not limited to, technical or non-technical data or know-how relating to research, discoveries, product plans, formulas, patterns, compilations, devices, methods, techniques, processes, products, services, actual or potential customers or suppliers, markets, software, programs, source code, developments, inventions (whether or not patentable), designs, drawings, engineering, hardware configuration information, marketing, finances, or any other matter, whether relating to the other Party or third parties, disclosed by either Party directly or indirectly in any manner, whether in writing, orally, or visually, including but not limited to, by drawings or inspection by either Party, or by any other means. The absence of any notice of confidentiality on any materials disclosed shall not give rise to an inference that the information disclosed is not Confidential Information.
C. Nondisclosure and Use of Confidential Information
Without limiting the terms of any non-disclosure agreement between the parties (each an “NDA”), if any, both Parties agree not to use any of the other Party's Confidential Information for its own use or for any reason except as necessary to accomplish the purpose set forth in the Agreement. Neither Party shall disclose any of the other Party's Confidential Information to third parties or to employees and/or contractors of either Party, except those persons or entities who are reasonably required to have access to the Confidential Information in order to accomplish the purposes set forth in the Agreement and who have signed written agreements with the Disclosing Party in a form in which such third parties agree to protect the confidentiality of such third party Confidential Information substantially similar manner as required hereunder. Both Parties shall be liable for any breach of this Agreement by its employees and contractors and shall take all reasonably necessary steps, including pursuing appropriate court action at its expense, to prevent the unauthorized use and disclosure of the other Party's Confidential Information by its employees and contractors. Both Parties’ agree that if they receive and/or become aware of any third party request for any such Confidential Information, including a valid request for such information as may be ordered by a court of competent jurisdiction, they shall immediately notify the other Party of the nature of such request and fully disclose the details of same.
D. Protection of Confidential Information
Both Parties agree to take steps reasonably necessary to maintain and protect the other Party's Confidential Information for the benefit of the other Party, and to prevent the unauthorized use, disclosure and/or misappropriation of such Confidential Information, including but not limited to, the exercise of the degree of care used by each Party to protect its own Confidential Information of a similar nature. Both Parties agree to notify the other Party promptly in writing of any unauthorized use, disclosure and/or misappropriation of Confidential Information of which either Party may become aware.
The Parties agree that if there is a breach or potential breach of this Section III by either Party, the other Party will suffer immeasurable and irreparable harm for which monetary damages would be an inadequate legal remedy. Therefore, the Parties agree that in addition to any damages that may be available, the other Party shall be entitled to injunctive relief without having to post a bond and that the damaged Party may, at its option, terminate this Agreement and shall be relieved of its obligations hereunder.
To the extent of any conflict between these Additional Terms and Conditions and the NDA, the NDA shall control.
E. Copies; Return of Confidential Information
Upon completion of use of the Confidential Information for the purpose described herein, or upon request by either Party at any time, or upon termination of this Agreement for any reason, all materials and documents which have been furnished shall be promptly returned to the furnishing Party.
F. Survival
The provisions of this Section III shall survive return of the Confidential Information to RAI and the term of the Agreement.
IV. Non-Solicitation
During the course of performance of the Agreement, Partner may, from time to time, use one or more RAI employees and/or contractors of RAI. During the term of the Agreement and for a period of two (2) years thereafter, Partner shall not, without the written consent of RAI (which may be withheld for any reason or for no reason) hire nor attempt to hire any RAI employees and/or contract directly with any RAI contractors providing any kind of service or goods as part of the fulfillment of the Agreement. Partner agrees that if an RAI employee and/or contractor of RAI is contacted in violation of these Additional Terms and Conditions, RAI will suffer immeasurable and irreparable harm for which monetary damages would be an inadequate legal remedy Therefore, Partner agrees that in addition to any damages that may be available, RAI shall be entitled to injunctive relief without having to post a bond and that RAI may, at its option, terminate the Agreement and shall be relieved of its obligations thereunder and hereunder.
Client Additional Terms and Conditions
As set forth in the Agreement entered into by and between Client and RAI, the following Additional Terms and Conditions are incorporated into the Agreement. Should a conflict arise between the terms of these Additional Terms and Conditions and the terms of the Agreement, the Agreement will control. Capitalized terms used herein and not otherwise defined herein, unless the context otherwise requires, will have the same meanings set forth in the Agreement. The following Additional Terms and Conditions apply solely to Client and do not apply to any Partner of RAI. Please see the Partner Additional Terms and Conditions above for the terms applicable to Partners of RAI.
I. Rights to Intellectual Property
A. Rights of Client
All documents, text, photographs, video, pictures, animation, sound recordings, computer code, tools, methodologies, procedures, and all other works of authorship or other intellectual property provided by Client to RAI during RAI’s performance of the Services, together with all images, likenesses, voices, and other characteristics contained therein (collectively, the "Client Works") shall remain the property of Client and its licensors, as applicable. Client hereby grants to RAI a nonexclusive, irrevocable, worldwide, sublicenseable right and license to duplicate, distribute, modify, display, create derivative works, perform, use, import, make and transmit the Client Works as necessary to create any deliverables required by the Services and to otherwise enable RAI to perform the Services and to exercise any rights granted to RAI under the Agreement.
B. Rights of RAI
Except for the Client Works and subject to the license to the Client set forth in the Agreement, the results of all Services and all deliverables produced by RAI as part of the Services, including all inventions, modifications, source code, enhancements, derivative works, discoveries, processes, methods, designs and know-how, whether or not copyrightable or patentable, including, without limitation any customization made for Client, which RAI may conceive or make, either alone or in conjunction with others, including, without limitation, with Client, during the term of this Agreement, which in any way pertain to or are connected with the Services (collectively, "Work Product") are and shall remain the property of RAI, and all rights, title, and interests therein, shall vest in and are hereby assigned to RAI and RAI shall have all Ownership Rights in the Work Product. Ownership Rights shall include: (1) all right, title and interest, and all United States and foreign intellectual property rights including, without limitation, patents, trade secrets, and copyrights; (2) the right to use, offer for sale, sell, import, make, duplicate, distribute, create derivative works, display, perform and disclose the Work Product, in whole part, in any manner and for any purpose and to authorize others to do so; (3) the right to prepare derivative works of the Work Product, in whole part, in any manner and for any purpose and to authorize others to do so; (4) the right to exploit the Work Product, for profit or otherwise; and, (5) the right to register ownership interest in the Work Product.
Client agrees to take such actions as may be reasonably requested by RAI to affect the intent of this Section II B, including but not limited to, the making of further written assignments in a form reasonably requested by RAI. Client will take no action to jeopardize, limit, interfere with, or otherwise negatively impact in any manner RAI’s ownership of, Ownership Rights in or rights with respect to the Work Product. Nothing in this Agreement shall preclude RAI from developing for itself, or for others, materials or information which are similar or identical in purpose or functionality with the Work Product.
RAI shall have all Ownership Rights to any improvements to the Client Works developed in the course of performing services for RAI, all of which shall be deemed Work Product.
II. Confidentiality
A. Purpose
Both Parties may disclose certain proprietary and confidential trade secret information of their own and/or third parties which has been entrusted to the other Party (collectively, "Confidential Information") solely for the purpose of executing under the terms and conditions of the Agreement.
B. Definition
"Confidential Information" means any information obtained by one Party from the other Party that is not generally known to the public and that a reasonable business person would deem confidential, including but not limited to, technical data or know-how relating to research, discoveries, product plans, formulas, compilations, devices, methods, techniques, processes, products, services, actual or potential customers or suppliers, software, programs, source code, developments, inventions (whether or not patentable), designs, drawings, engineering, hardware configuration information, finances, or any other matter, whether relating to the other Party or third parties, disclosed by either Party, whether in writing, orally, or visually. The absence of any notice of confidentiality on any materials disclosed shall not give rise to an inference that the information disclosed is not Confidential Information.
C. Nondisclosure and Use of Confidential Information
Without limiting the terms of any non-disclosure agreement between the parties (each an “NDA”), if any, both Parties agree not to use any of the other Party's Confidential Information for its own use or for any reason except as necessary to accomplish the purpose set forth in the Agreement. Neither Party shall disclose any of the other Party's Confidential Information to third parties or to employees and/or contractors of either Party, except those persons or entities who are reasonably required to have access to the Confidential Information in order to accomplish the purposes set forth in the Agreement. Both Parties shall be liable for any breach of this Agreement by its employees and contractors and shall take all reasonably necessary steps, including pursuing appropriate court action at its expense, to prevent the unauthorized use and disclosure of the other Party's Confidential Information by its employees and contractors. Both Parties’ agree that if they receive and/or become aware of any third party request for any such Confidential Information, including a valid request for such information as may be ordered by a court of competent jurisdiction, they shall promptly notify the other Party of the nature of such request and disclose the details of same.
D. Protection of Confidential Information
Both Parties agree to take steps reasonably necessary to maintain and protect the other Party's Confidential Information for the benefit of the other Party, and to prevent the unauthorized use, disclosure and/or misappropriation of such Confidential Information, including but not limited to, the exercise of the degree of care used by each Party to protect its own Confidential Information of a similar nature. Both Parties agree to notify the other Party promptly in writing of any unauthorized use, disclosure and/or misappropriation of Confidential Information of which either Party may become aware.
The Parties agree that if there is a breach or potential breach of this Section II by either Party, the other Party will suffer immeasurable and irreparable harm for which monetary damages would be an inadequate legal remedy. Therefore, the Parties agree that in addition to any damages that may be available, the other Party shall be entitled to injunctive relief without having to post a bond and that the damaged Party may, at its option, terminate this Agreement and shall be relieved of its obligations thereunder and hereunder.
To the extent of any conflict between these Additional Terms and Conditions and the NDA, the NDA shall control.
E. Copies; Return of Confidential Information
Upon completion of use of the Confidential Information for the purpose described herein, or upon request by either Party at any time, or upon termination of the Agreement for any reason, all materials and documents which have been furnished shall be promptly returned to the furnishing Party.
F. Survival
The provisions of this Section II shall survive return of the Confidential Information to RAI and the term of the Agreement.
III. Non-Solicitation
During the course of performance of the Agreement, Client may, from time to time, use one or more RAI employees and/or contractors of RAI. During the term of the Agreement and for a period of two (2) years thereafter, Client shall not, without the written consent of RAI (which may be withheld for any reason or for no reason) hire nor attempt to hire any RAI employees and/or contract directly with any RAI contractors providing any kind of service or goods as part of the fulfillment of the Agreement. Client agrees that if an RAI employee and/or contractor of RAI is contacted in violation of the Agreement, RAI will suffer immeasurable and irreparable harm for which monetary damages would be an inadequate legal remedy Therefore, Client agrees that in addition to any damages that may be available, RAI shall be entitled to injunctive relief without having to post a bond and that RAI may, at its option, terminate the Agreement and shall be relieved of its obligations thereunder or hereunder.