Strategic Communication Research Forum

Standard Terms

1. Intellectual Property Rights
1.1 The Parties agree that Melcrum shall retain all Intellectual Property Rights:

1.1.1 in the Reports; and
1.1.2 in any Materials produced by Melcrum under the Agreement; and
1.1.3 in any Publication.

1.2 Melcrum agrees to grant to the Client a non-exclusive, royalty free, worldwide licence to use and reproduce and Report or Publication provided to the Client by Melcrum under the Agreement for the Client's own internal business management purposes provided that unless Melcrum otherwise agrees in writing:

1.2.1 any such reproduction of the Report and any such Publication shall be made in its entirety without any omissions or deletions therefrom and shall contain the copyright trade marks and/or other proprietary notice of Melcrum; and
1.2.2 the Client shall not sub-license the rights granted to it hereunder and shall not assign, transfer, sell, lease, rent, charge or otherwise deal in the same.

1.3 For the avoidance of doubt it is expressly agreed that nothing contained in the Agreement shall prohibit or restrict:

1.3.1 Melcrum from supplying a Report or any Publication to any other client who is a member of the Forum on such conditions as Melcrum shall in its absolute discretion decide;
1.3.2 Melcrum from supplying a Report or any Publication or a summary of a Report or any Publication or any part of it or them to any other person on such conditions as Melcrum shall in its absolute discretion decide after the relevant Report or Publication has been supplied to the Client; and
1.3.3 the Client from manufacturing, selling or otherwise supplying any product or service which is owned by the Client on such terms as it shall in its absolute discretion decide.

2. Warranty
2.1 Melcrum and the Client each warrant that they have the capacity and unfettered right to enter into their respective obligations set out in the Agreement and in so doing, do not breach the provisions of any other agreement to which they, or either of them, are a party.

2.2 Melcrum does not warrant that the objective or the anticipated results of the Research are achievable or that they are achievable within the term of the Agreement, and all other warranties express or implied are excluded to the fullest extent permitted by law. More particularly, Melcrum shall be under no liability in respect of the results of the Research.

3. Assignment
Neither Party shall assign or otherwise transfer any of its rights or obligations under the Agreement whether in whole or in part, without the prior written consent of the other.

4. Force Majeure
No failure or omission by any Party to carry out or observe any of the stipulations, conditions or obligations to be performed under the Agreement shall give rise to any claim against such Party or be deemed to be a breach of the Agreement if such failure or omission arises from any cause reasonably beyond the control of that Party including Acts of God, wars or other hostilities, terrorist acts, industrial disputes or other supervening events of a similar nature to the foregoing.

5. Confidentiality and Data Protection
5.1 All information, data and opinions expressed by Forum members is to be regarded by the Forum members and by Melcrum as confidential and will not be disclosed to any other person without the prior consent of the person making the disclosure. This restriction shall not apply to anything which is in the public domain or was in or comes to the knowledge of any person without any breach of the Agreement or of the agreements with other Forum members or which is required to be disclosed by any competent authority.

5.2 The Client consents and shall procure that its staff shall consent to Melcrum:

5.2.1 obtaining any Personal Data relating to the name, designation, job description and biographical details of the staff of the Client and any Data relating to the Client from the Client or from third parties for the performance of the Agreement including the marketing of the Research and results of the Research, and providing such Data to other clients and research subjects for the purposes of the workshop and networking meeting identified in the Research ("the Authorized Purpose")
5.2.2 processing all Personal Data for the Authorized Purpose provided such processing is carried out in accordance with the Data Protection Act 1998 and Melcrum's notification to the Data Protection Commissioner.

5.3 In this Clause "Data" and "Personal Data" shall have the meanings set out in sections 1 and 2 of the Data Protection Act 1988

6. General
6.1 Waiver of Remedies - No forbearance, delay or indulgence by any Party in enforcing provisions of the Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right power or remedy conferred upon or reserved for any Party is exclusive or any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative.

6.2 Entire Agreement - The Agreement supersedes all prior agreements, arrangements, understandings and undertakings between and representations made by any of the Parties and constitutes the entire Agreement between the Parties relating to the subject matter of the Agreement. In particular no statement or warranty made by either Party (whether before or after signing of the Agreement and whether such statement representation or warranty induced either Party to enter the Agreement) shall be effective or enforceable or give rise to any legal remedy unless it is repeated in the Agreement, provided that nothing in this Clause shall serve to exclude the liability of either Party in respect of any fraudulent pre-contractual statement or misrepresentation.

6.3 Variations - No additions to, variation or amendment of the Agreement shall bind any Party unless agreed to in writing by duly authorized officers of each Party.

6.4 Severability - If any provision or term of the Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, including but without limitation, by reason of the provision of any legislation or other provisions having the force of Law or by reason of any decision of any Court or other body or authority having jurisdiction over the Parties to the Agreement, such terms or provisions shall be divisible from the Agreement and shall be deemed to be deleted from the Agreement in the jurisdiction in question provided always that if any such deletion substantially affects or alters the commercial basis of the Agreement, the Parties shall negotiate in good faith to amend and modify the provisions and terms of the Agreement as may be necessary or desirable in the circumstances.

6.5 Notices - All notices which are required to be given under the Agreement shall be in writing and shall be sent to the address of the recipient set out in the Agreement or such other address as the recipient may designate by notice given in accordance with the particulars of this clause. Any such notice may be delivered personally, or by first class pre-paid letter, telex or facsimile transmission and shall be deemed to have been served, if by hand when delivered, if by first class post, 48 hours after posting, and if by telex or facsimile transmission, two normal working hours after dispatch.

6.6 Not a Partnership or Agency Agreement - Nothing in the Agreement or in any antecedent negotiations or proposals shall be deemed to constitute a partnership or joint venture between the Parties or constitute Melcrum, the agent or employee of the Client, or vice versa for any purpose.

6.7 Contracts (Rights of Third Parties) - Save as provided in the Agreement, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Governing Law
This Agreement shall be governed by and construed in accordance with English Law and all disputes, claims or proceedings between the Parties relating to the validity, construction or performance of the Agreement shall be referred by any Party to the binding arbitration of a single arbitrator to be agreed by the Parties, but in the absence of agreement within 14 days, to be selected (on the application of any Party) by the President for the time being (or his/her duly authorized nominee) of the Law Society, in accordance with the provisions of the Arbitration Act 1996 or any statutory modification of re-enactment thereof for the time being in force.