Pipeline Patent Intelligence User Agreement - GenericsWeb

Pipeline Patent Intelligence User AgreementThis agreement is NOT a contract to make a purchase from GenericsWeb. Upon signingand returning this agreement, reports may be ordered by company members with‘company power user’ or ‘company administrator’ access levels, and paid for by invoice.Administrator DetailsAdministrator Name: _____________________________________________Contact Email: __________________________________________________Company Name:________________________________________________AgreementI agree to keep my details and those of the above company updated via the My Detailssection of the GenericsWeb.com website.I agree to notify GenericsWeb within 24 hours of the termination of my employment withthe above company or the termination of employment of any other GenericsWeb memberauthorised for the above company, or following any event that the company would nolonger wish for me or any other GenericsWeb member authorised for the above companyto access its report subscriptions.I understand that all information products provided via the GenericsWeb.com website aresubject to the terms and conditions of business of GenericsWeb Pty Ltd, which I have readand agree to (a copy of GenericsWeb Pty Ltd Terms & Conditions of Business can be foundon the next page).I agree not to directly or indirectly, disclose, distribute or copy any part of theGenericsWeb.com reports in any format to any person who is not employed by the abovecompany or contracted by the above company to engage in a related project without theprior written consent of GenericsWeb Pty Ltd.I agree, on behalf of the company listed above, to honour any invoices prepared byGenericsWeb Pty Ltd as a result of a order placed legitimately by any member of thecompany having authorised Power User or Administrator access via the GenericsWeb.comordering features, unless such orders were made in error and the error notified toGenericsWeb within 24 hours of receiving the order notification, or prior to being grantedaccess to the report, whichever is the earlier.I confirm that I am authorised to make the above representations on behalf of thecompany named above.Signature: Date:Please return this agreement via fax to your nearest regional office: Australia: +61 2 9262 7636,United Kingdom: +44 (0)870 879 0082 United States: +1 (888) 3100775

GenericsWeb Pty Ltd Terms & Conditions of Business1. Definitions. The Company shallmean GenericsWeb Pty Ltd. Work shallmean patent searching and associatedupdating & reporting, currentawareness reporting, document supply,or any other services supplied by theCompany. The Client shall mean anyperson, firm or company to whom theCompany shall supply or contract tosupply Work.2. Application. These conditions shallform the basis of all Work performed bythe Company. No variation, addition oromission of conditions shall be bindingon the Company unless specificallyagreed in writing by an authorisedrepresentative of the Company. Theseconditions shall constitute the entireagreement between the parties.3. Acceptance. i) Any writtenquotation for Work will remain valid for60 days from the date of despatchunless otherwise stated in writing onthe quotation. ii) All general priceindications are given subject toconfirmation by the Company uponreceipt of the Client's order, no contractshall be concluded until suchconfirmation is given.4. Prices & Payment. i) Prices arequoted exclusive of any applicableGST.. ii) Payment for Work shall bemade within 14 days from the date ofthe invoice unless specifically agreedotherwise in writing by the Company.The Company reserves the right torequest partial or full payment inadvance for Work executed for a newClient or for a Client whose paymentrecord is unsatisfactory. iii) TheCompany reserves the right to chargeinterest on all unpaid invoices of 1.5%per month. Interest will start to accrueon the invoice due date and will becalculated on a monthly basis. iv) TheCompany will not alter prices orpayment terms if the Client is not inreceipt of funds from a third party. v)Should an invoice be requested to bemade out in the name of a third party,the Company shall require writtenconfirmation of acceptance of theseterms and conditions by the third party,or a written undertaking from the Client,agreeing to settle the invoice inaccordance with these terms andconditions, should the third party fail todo so for any reason.5. Cancellation. If the Client for anyreason postpones for a period of 15days or more or cancels Work which hehas commissioned, charges will bepayable for all completed Work up tothe postponement or cancellation dateand for all other costs which mayaccrue as a result of the postponementor cancellation.6. Search, Update & DocumentSupply Services. i) The Company'sshall undertake Work with the greatestof care, but such Work is subject tolimitations. In relation to Workgenerated using databases or otherinformation sources, the company'sobligation is limited to that of takingreasonable care and in particular, shallaccept no responsibility for errors oromissions in Work caused by incorrector faulty data or software, poor orincorrect classification or spelling ininformation published by the databaseprovider. ii) The Company shall not beresponsible for recognising orcorrecting errors or omissions inoriginal material supplied by the Client.iii) Where Work is based on the use ofofficial publications or records, theCompany accepts no liability for falseor inaccurate information containedtherein. iv) The Company providestechnical & guidance information onlyand does not provide legal advice. Anylegal implications arising from theprovision or absence of certaininformation is the sole responsibility ofthe Client. The Client shall hold theCompany harmless against anydamages following therefrom.7. Completion of Work. i) Should thecompletion of Work be required soonerthan the normal time requisite forproper production the Client will beadvised of the course of action andevery effort will be made to avoid anydefects, but reasonable allowancesmust be made by the Client in suchcircumstances. Should such completionof Work necessitate overtime beingworked or other additional cost beingincurred, a pre-agreed charge may bemade to cover such costs. ii) TheCompany accepts no liability for theconsequences of any delay incompletion of Work caused by theClient and, in such event, any agreeddeadline or delivery schedule willbecome void and new dates will benegotiated. iii) Unless otherwiseagreed, Work will be despatched to theClient by facsimile, mail or courier asappropriate.8. Liability. i) The Client undertakes tonotify any complaint in respect of anyWork to the Company within 28 days ofthe receipt of said Work by the Client.Compliance with this requirement shallbe a condition precedent to theCompany's liability. ii) The Company'sliability shall be limited to the contractprice for the Work. iii) The Client shallindemnify the Company against allclaims, proceedings, costs andexpenses for which the Company maybecome liable in respect of Workcompleted under the contract. iv) TheCompany has professional indemnityinsurance.9. Illegal Matter. Notwithstanding anyother term of the contract, theCompany shall not be required toundertake Work which, in its opinion isor may be of an illegal or libellousnature.10. Clients Property. i) The Companyshall hold in strictest confidence anyinformation, documentation or otherproperty supplied to the Company bythe Client to enable the Company toperform Work or prepare a quotationfor Work. ii) All documents paper orother property supplied to the Companyby the Client will be held or dealt withby the Company at the Client's risk andthe Company will not be responsible forthe consequence of any loss ordamage thereto. iii) The Companyreserves the right to destroy orotherwise dispose of any documentpaper or other property belonging tothe Client which has been in its custodyfor a period of more than six monthsfollowing completion of the Work towhich it relates.11. Company¹s Property i) TheCompany retains all rights to theinformation supplied to the Client inrespect of Work carried out, unlessagreed otherwise in writing by thecompany, prior to commencement ofWork under the contract. ii) The Worksupplied to the Client is subject tocopyright restrictions prohibitingcopying, distribution or publication ofany search reports, report updates orother material supplied by theCompany. iii) The use or sale by theClient of any Work supplied to theClient by the Company to benefit anythird party is strictly prohibited, unlessotherwise agreed by the Company inwriting.12. Force Majeure. In the event ofForce Majeure (which shall meanstrike, fire, industrial dispute, civilcommotion, natural disaster, acts ofwar and any other situation which canbe shown to have materially affectedthe Company's ability to undertake andcomplete the Work as agreed) theCompany shall notify the Client as soonas possible indicating thecircumstances. Force Majeure shallentitle both the Client and the Companyto withdraw from the contract for theWork but in any event the Clientundertakes to pay the Company forWork already completed. TheCompany will assist the Client to thebest of its ability to place the Workelsewhere. The Company cannotaccept any liability for theconsequences of any delay incompletion or delivery of Work as aresult of Force Majeure.