Res 2013-070/Approving an agreement with the Forum for Youth Investment

Home Browse Search

Confidentiality: The Forum and the Client both agree to maintain the confidentiality of all information that the other party marks or otherwise clearly specifies as confidential ( "Confidential Information ") that the receiving party receives or learns of in connections with this Agreement, except as otherwise required by law. Each party agrees to use such Confidential Information only in the performance of its obligations under this Agreement, and to take reasonable measures to preserve its confidentiality. Intellectual The Forum and the Client both agree that each party shall retain full rights, including Property: copyrights, trademark ownership rights, and electronic transmissions rights, over any training /consulting materials, reports, documents, software, marks, and other materials ( "Existing Works ") that are provided to the other party for use during the term of this Agreement. The Parties further agree that the Forum shall retain full rights over any derivatives of the Forum's Existing Works ( "Derivative Works ") produced and provided to the Client for use during the term of this Agreement. Derivative Works notwithstanding, the Forum and the Client will jointly and individually share rights to any new Work specifically produced by the Forum for the Client pursuant to this Agreement, and shall duly cite each other in any production of materials from the same. This Section shall survive termination of this Agreement. Choice of Laws: Irrespective of the place of performance, this Agreement will be construed and interpreted according to the laws of the District of Columbia. Termination: At any time, either party may terminate this Agreement upon reasonable notice in writing without cause, or for cause upon immediate notification. Cause shall include untimely or unsatisfactory performance, dishonesty, insolvency, unauthorized actions, or violation of any material provision of this Agreement. Upon termination, neither party shall have any further liabilities or obligations to the other except the Client shall promptly pay any of the fees earned, and expenses incurred and documented, through the effective date of termination, and the Forum shall hand over to the Client all work done on behalf of the Client through date of termination regardless of the state of completion, and shall promptly return all property and materials of the Client. Except for your obligations as stated in Confidentiality and Intellectual Property, which shall survive termination, all rights and obligations of both parties hereunder shall cease as of termination. Severability: If any provision of this Agreement is illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under that provision, but only to the extent the provision is illegal, unenforceable or void. In such an event, if the remainder of this Agreement is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law. Headings: The section and clause headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. Entire Agreement: This Agreement, including any schedules and Appendices referred to herein or attached hereto, each of which is incorporated herein for all purposes, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all