PRIVACY POLICY
INTELLECTUAL PROPERTY RIGHTS
- The Client acknowledges that the Designer remains the owner of all Designer’s Background IP.
- The Designer acknowledges that the Client remains the owner of all Client’s Background IP.
- The Client acknowledges and agrees that all Developed IP is vested in the Designer and is the Designer’s property as and when created, and the Client hereby assigns all rights, title, and interest in and to the Developed IP to the Designer.
- The Designer grants to the Client a non-exclusive, non-transferable (except to third parties for the purposes of the Project), revocable licence to use the Designer’s Background IP and Developed IP for the sole purpose of the Project.
- The Client must not disclose, reproduce, or otherwise deal with the Developed IP or Designer’s Background IP, or allow any other person to do the same, for any purpose other than the Project.
- Any modifications, improvements, or alterations by the Designer to the Client’s Background IP are owned by and vest in the Designer, irrespective of whether the Client has or has not consented to the modifications, improvements, or alterations.
- The Client warrants that, unless otherwise provided in the Design Contract, the Client’s requirements, design, materials, documents, and methods of working, each specified in the Design Contract or provided or directed by the Client, shall not infringe any Intellectual Property Right.
- The Designer warrants that any other documents and methods of working, each provided by the Designer, shall not infringe any Intellectual Property Right.
- Each party shall indemnify the other against such respective infringements.
CONFIDENTIALITY
Each party shall keep all Confidential Information confidential, and shall not without the prior written consent of the other party:
- Make available, communicate, or disclose the confidential information or any part of it to any person, firm or company other than those of its Personnel requiring the confidential information for the purpose of the Design Contract or for the purpose of complying with applicable laws; or
- Use or allow its personnel to use any confidential information for any purpose other than in relation to the provision of obligations under the Design Contract.
DEFINITIONS
In these Terms and Conditions:
Business Days means a day except Saturdays, Sundays and public holidays in Canada and days between Christmas Day and New Year’s Day.
Client means the party named as such in the Interior Design Agreement.
Client’s Background IP means the Client’s Intellectual Property Rights that are in existence at the date of the Design Contract or come into existence after the date of the Design Contract, otherwise than in connection with the Design Contract.
Designer means the party named as such in the Interior Design Agreement.
Designer’s Background IP means the Designer’s Intellectual Property Rights that are in existence at the date of the Design Contract or come into existence after the date of the Design Contract, otherwise than in connection with the Design Contract.
Developed IP means all Intellectual Property Rights (present or future) created, discovered, or coming into existence in connection with the Design Contract including all Intellectual Property Rights developed by the Designer in performing the Services but excluding any modifications, improvements or alterations to the Designer’s Background IP developed by the Designer in performing the Services.
Documents mean any design documents to be supplied by the Designer as part of the Services.
Goods mean any goods specified in the Documents or the Interior Design Agreement, including those to be supplied as part of the Services, but excludes the Documents.
Intellectual Property Rights means all industrial and intellectual property rights whether protectable by statute, at common law or in equity, including all copyright and other similar rights that may subsist or may hereafter subsist in works or any subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered or unregistered trademarks, circuit layout designs and rights in relation to circuit layouts.
Services means:
(a) the work, services, and activities to be performed by the Designer stated in the Scope of Services (including, to the extent applicable, supply of the Goods); and
(b) all other work, services, and activities that the Designer may be required to perform under the Design Agreement