Background
(A) CooperVision is conducting a test market program relating to the Product (as defined below) (“Challenge”). The purpose of the Challenge is to gather opinions and feedback from patients who have been suitably fitted and who have taken a two week trial of the Product.
(B) ECP has agreed to participate in the Challenge in accordance with these terms and conditions.
1. Interpretation
1.1 The following definitions apply in these terms and conditions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information: actual or anticipated business or research and development of CooperVision, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding CooperVision's products or services and markets, customer lists and customers, developments, inventions, processes, formulas, technology, designs, drawing, engineering, marketing, finances or other business information;
CooperVision: CooperVision Manufacturing Limited, a company registered in England with company number 02737396, whose registered office is at Delta Park, Concorde Way, Segensworth North, Fareham, Hampshire, PO15 5RL;
ECP: you, the Eye Care Practitioner, who has agreed to participate in the Challenge;
Intellectual Property: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), semiconductor topography rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Product: Biofinity Energys™ soft contact lenses.
2. Obligations of ECP
2.1 ECP agrees to:
2.1.1 trial, during the ordinary course of its business, 10 patients with the Product; and
2.2.2 complete an evaluation form for each of the 10 patients.
2.2 The completed patient evaluation forms should be sent to CooperVision by 15 December 2016. These should be:
2.2.1 emailed to marketing2@coopervision.co.uk; or
2.2.2 faxed to 01489 883549; or
2.2.3 posted to us at UK Marketing, CooperVision Manufacturing Limited, Delta Park, Concorde Way, Segensworth North, Fareham, Hampshire, PO15 5RL.
3. CooperVision Obligations
3.1 Once we receive your 10 completed patient evaluation forms, CooperVision will credit ECP’s CooperVision account with €125 (“Credit”).
3.2 Only one Credit per participating ECP is permitted.
3.3 CooperVision reserves the right to verify completed patient evaluation forms against its own records before a Credit is issued.
4. Intellectual Property
4.1 Ownership of any Intellectual Property Rights which may arise or are created in connection with the provision of the Challenge shall vest automatically in CooperVision and this clause shall operate as an assignment of all such Intellectual Property Rights, both present and future, to CooperVision. ECP shall ensure that it takes all steps as are necessary for such assignment.
4.2 ECP shall immediately give notice in writing to CooperVision of any challenge to CooperVision’s Intellectual Property or any inadvertent disclosure or unauthorised use of such Intellectual Property or know-how which comes to its knowledge. ECP shall, at CooperVision’s expense, give such assistance as is reasonably requested by CooperVision to assist CooperVision in the prevention of any such infringement, challenge or unauthorised use. ECP shall not institute any legal proceedings without CooperVision’s prior written consent.
5. Confidentiality
5.1 ECP shall:
(a) keep confidential all Intellectual Property and know-how and any Confidential Information disclosed by CooperVision to ECP during the course of the Challenge;
(b) not disclose to third parties without the express prior written consent of CooperVision the results of work performed as part of the Challenge; and
(c) ensure that no publication of work connected with the Challenge occurs without the express prior written consent of CooperVision.
5.2 ECP shall notify CooperVision immediately if it becomes aware of any disclosure in breach of the obligations in this clause 5. At the request of CooperVision, ECP will take all such steps as are necessary to prevent further disclosure.
5.3 The provisions of this clause 5 shall not apply to:
5.3.1 any information which is in the public domain or which subsequently comes into the public domain other than by breach of these terms and conditions or any other confidentiality agreement; or
5.3.2 any information already in the possession of the ECP at the date of these terms and conditions, other than under an obligation of confidentiality; or
5.3.3 any information obtained without any obligation of confidence from a third party that is not in breach of a confidentiality agreement with CooperVision concerning the information obtained.
5.4 The provisions of this clause 5 shall be deemed effective from the date first contacts were established between the Parties with respect to the subject matter of the Challenge and shall remain in full force and effect without limit of period.
6. Publicity
ECP agrees, confirms and grants CooperVision the right to use ECP’s name, photograph, image, and any statements and/or feedback from the Challenge, for use in publications, advertising, promotions or other marketing materials, as reasonably determined by CooperVision.
7. Data Protection
ECP warrants that it shall comply with all obligations and principles set out in the Data Protection Act 1998, and any other laws, regulations, requirements or recommendations relating to personal data or privacy, and confirms that it is the data controller in relation to patient data.
8. Governing Law and Jurisdiction
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England, and the Parties agree to submit to the exclusive jurisdiction of the English courts.
