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BACKGROUND

These terms and conditions must be read with the Blue Table Programme Guidelines (Guidelines).

You have a product / concept / services (collectively, Proprietary Materials) relating to Bupa’s Blue Table and We wish for You to make the Proprietary Materials available for review in the Blue Table Programme (Blue Table Programme)

The defined terms will have the same meaning as those in the Guidelines save as set out herein. You and Your means you and We Our and Us means the Organizers.

IT IS HEREBY AGREED as follows:

  1. Confidential information: We anticipate that during the Blue Table Programme it may be necessary for us to reveal or transfer to each other information of a confidential or proprietary nature.  The parties therefore agree to be bound by the provisions of the Non-Disclosure Agreement which the parties will sign prior to Pitch Day and which is hereby incorporated into these terms and conditions.  This provision will survive the expiry or termination for whatever reason of these terms and conditions.
  2. Publicity: By participating in the Blue Table Programme You agree that We may use:
    • Your confidential information or information in which You have intellectual property rights that we consider reasonable to include within publicity material and Blue Table Programme updates. If there is any information that You consider for any reason should be excluded from publicity please let Us know and We will use reasonable endeavours to honour Your request. Other than the official Blue Table Programme publicity, we agree that we will consult with each other and seek the other’s consent before we make any public comment about the Blue Table Programme and that neither of us will make any derogatory or disparaging comment about the other, the Blue Table Programme or participation in it
    • Your name and description, likeness, photograph, voice, opinions, comments and/or the place of business / residence (or of individuals who contributed to Your application) for promotional purposes in any media, worldwide, without payment or consideration for a period up until two (2) years following the conclusion of the Blue Table Programme.
  3. Subject to Our acceptance of Your application to the Blue Table Programme, You agree to submit Proprietary Materials in accordance with the Blue Table Programme timetable for evaluation as set out in the Guidelines.
  4. The Proprietary Materials may be used by Us only to assist Us during the Blue Table Programme. We will not, at any time, use the Proprietary Materials in any fashion, form, or manner other than for the purpose stated in this Clause.
  5. Your participation in the Programme will not operate to transfer any pre-existing intellectual property rights belonging to You (or Your licensors) to Us, nor will it operate to transfer any pre-existing intellectual property rights belonging to Us (or Our respective licensors) to You. If, at any time You are provided with any materials in which the intellectual property rights are owned by Us (or our respective licensors) such as source code, documentation, inventions or details of procedures or policies You will unless expressly authorized in writing keep such materials separate from Your Proprietary Materials.
  6. At the end of the Blue Table Programme, or on earlier request from the Organizers, You will remove Our materials from the Proprietary Materials and destroy it or, to the extent that it cannot be separated, destroy Our materials.
  7. You warrant, represent and undertakes that:
    • by entering into and performing Your obligations under these terms and conditions, You are not and will not be in breach of any other agreement to which You are a party
    • You have and will continue to have full capacity and all necessary licences, permits and consents to enter into and perform these terms and conditions
    • these terms and conditions are executed by Your duly authorized representative
    • the Proprietary Materials will not infringe the intellectual property rights or other rights including, but not limited to, copyright, trademark, patent, contract, and/or privacy rights of any third party; and
    • Your participation in the Blue Table Programme or any use by Us of the Proprietary Materials in the Blue Table Programme will not infringe, misappropriate or otherwise violate any intellectual property right or proprietary right including, without limitation, any registered or unregistered trademark, copyright, design rights or patent, nor any privacy rights, moral rights nor any other rights of any third party.
  8. We agree to protect the confidentiality of the Proprietary Materials in the same manner that We protect the confidentiality of Our own proprietary materials of like kind. Access to the Proprietary Materials will be restricted to those of Our personnel engaged in the evaluation specified in Clause 4
  9. The Proprietary Materials may not be copied or reproduced without Your prior written consent and such consent will not be unreasonably withheld or delayed.
  10. All Proprietary Materials including copies thereof, will be returned to You or, at Our option, destroyed upon the first to occur of (i) completion of the evaluation as specified in Clause 4 above; or (ii) written request by You.
  11. You will not charge Us for use of the Proprietary Materials pursuant to these terms and conditions, unless agreed otherwise beforehand.
  12. Nothing in these terms and conditions will prohibit or limit Our use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to Us; or (ii) independently developed by Us; or (iii) rightfully acquired by Us from a third party; or (iv) which is or becomes publicly available through no breach by Us of these terms and conditions; or (v) approved by You for disclosure; or (vi) required to be disclosed pursuant to a governmental or legal requirement.
  13. Unless otherwise agreed these terms and conditions do not convey any right of ownership in the Proprietary Materials or in any copyrights, trademarks, or other rights relating thereto.
  14. Nothing in these terms and conditions will prohibit or restrict Our right to develop, use, or market products or services similar to or competitive with the Proprietary Materials as long as it will not thereby breach these terms and conditions.
  15. The parties expressly agree that the provision of the Proprietary Materials hereunder and any discussions held in connection with the Proprietary Materials will not prevent Us from pursuing similar discussions with third parties or oblige us to continue discussions with You.
  16. Neither party will have any liability under or be deemed to be in breach of these terms and conditions for any delays or failures to perform where it is subject to a force majeure event (“Affected Party”) provided that the Affected Party as soon as reasonably practicable following the commencement of the force majeure event notifies the other party in writing of and uses all reasonable endeavours to mitigate its effect. If the force majeure event prevents the Affected Party from performing its obligations for a continuous period of 5 (five) days or more the other party may terminate this agreement on giving 5 (five) business days’ written notice to the Affected Party. Upon termination of this agreement, Your participation in the Blue Table Programme will end. A force majeure event will not be attributable to a breach of Clause 7.
  17. Neither party will be liable to the other or to any other person hereunder for amounts representing loss of profits or loss of business or loss of data or indirect, consequential or punitive or special damages of the other or of such other person in connection with the provision or use of the Proprietary Materials hereunder or for any incorrect or inaccurate information, whether caused by Us or any other Participant in the Blue Table Programme.

Subject to any exclusions and limitations of liability in this agreement or the occurrence of death or personal injury caused by Our negligence, or fraudulent misrepresentation which may not be excluded or limited as a matter of applicable Law, our liability is limited to £100.

No cause of action which accrued more than one (1) year prior to the commencement of legal proceedings alleging such cause of action may be asserted against either party.

  1. This agreement: (i) is the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Proprietary Materials, (ii) subject to Clause 2 of these terms and conditions, supersedes all related discussions and other communications between the parties, and (iii) may only be modified in writing by duly authorized representatives of the parties.
  2. These terms and conditions will become effective on the earlier of (i) the date the Proprietary Materials are first made available to Us or (ii) submission of Your application to the Blue Table Programme.
  3. We are all independent contractors. Nothing in these terms and conditions will constitute, or be deemed to constitute:
    • a partnership between the parties or their affiliates; or
    • any party (or its affiliates) the agent of the other Party (or its affiliates) for any purpose.
  4. No failure to exercise nor any delay in exercising by any party or its affiliates of any right, power, privilege or remedy under these terms and conditions will impair or operate as a waiver in whole or in part.
  5. In the event of any discrepancy or inconsistency between any of these terms and conditions and disclosures or other statements contained in any Blue Table Programme materials, including, but not limited to, the application form, Blue Table website, advertising (including, but not limited to, television, print, radio or online ads), these terms and conditions, and Guidelines will prevail.
  6. You are required to submit an application to participate in the Blue Table Programme. Upon completion, signature and submission of Your application (in accordance with the Guidelines), You are confirming that you have read, understand and accept:
    • these terms and conditions; and
    • the Guidelines.
  7. These terms and conditions will be governed by and interpreted in accordance with the laws of England and Wales and will be subject to the jurisdiction of the English Courts.