Design Contract
BACKGROUND
(A) CarefulAI as a Solution Provider has submitted a competitive tender in response to a co-design initiative. The co-design network brings together expertise from industry partners, private sector organizations, and technology communities to advance collaborative innovation.
(B) At the instruction of a Funding Party, a Facilitator wishes to engage the Solution Provider to perform the Services, as hereafter defined, and the Solution Provider wishes to provide the Services on the terms and conditions set out in this Contract.
## TERMS & CONDITIONS
### 1. Definitions
In these conditions:
"Agile Delivery Manager" means the Funding Party assigned project Agile Delivery Manager (ADM) responsible for the project management of the Contract in collaboration with the Solution Provider throughout the Contract Delivery and confirming the satisfactory delivery of the Contract Services.
"Background IP" means all Intellectual Property, other than Project IP, which is owned by, proprietary to or licensed to either Party and which is used, sub-licensed or contributed by that Party in the provision of or in connection with the Services.
"Confidential Information" means any information which has been designated as confidential by either Party in writing or that ought reasonably to be considered as confidential however it is conveyed, including information that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of the Solution Provider, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential or which ought reasonably to be considered to be confidential.
"Contract" means the agreement between the Facilitator and the Solution Provider comprising the Contract Offer Letter, the Purchase Order, these terms and conditions and any documents referred to therein.
"Contract Delivery" means the date identified in the Contract by which the Solution Provider shall have completed the Contract to the satisfaction of the Facilitator.
"Contract Offer Letter" means the letter issued by the Facilitator notifying the Solution Provider of acceptance of their quotation.
"Contract Start" means the date identified in the Contract when the Solution Provider shall commence delivery of the Contract.
"Deliverables" means any and all literature, manuals, reports, research papers, data, flow charts, drawings, designs, diagrams, tables, software or other information or goods or materials (in whatever form and on whatever media) developed, designed or otherwise provided during the course of this Contract, to be provided as part of the Services.
"Facilitator" means the organization facilitating the co-design engagement.
"Funding Party" means the organization funding and sponsoring the co-design initiative.
"Solution Provider" means CarefulAI.
"Intellectual Property" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade business and domain names, rights in goodwill, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
"Project IP" means any Intellectual Property that results from or is generated during the course of the provision of the Services.
"Services" means all the co-design activities that the Solution Provider is required to carry out under the Contract.
### 2. Duties
2.1 The Solution Provider warrants that it has full capacity and authority to enter into and perform this Contract.
2.2 The Solution Provider shall perform the Services with reasonable skill, care and diligence in accordance with industry good practice.
2.3 If any part of the Work is found to be unsatisfactory, the Solution Provider shall, at its own expense, correct the Work within such reasonable time as may be specified.
### 3. Intellectual Property Rights
3.1 All Background IP owned by either Party prior to the commencement of the Services will remain the property of that Party.
3.2 All Project IP shall belong to the Solution Provider unless otherwise agreed in writing.
3.3 The Solution Provider grants the Funding Party a non-exclusive, worldwide license to use the Project IP for its internal purposes.
### 4. Confidentiality
4.1 Each Party shall:
(a) keep confidential all Confidential Information received from the other Party
(b) only use such Confidential Information for the purposes of this Contract
(c) ensure all personnel maintain confidentiality
### 5. Publications
5.1 Any proposed publication of results must be submitted to all Parties for review at least 45 days in advance.
### 6. Term and Termination
6.1 This Contract shall commence on the Contract Start date and continue until Contract Delivery unless terminated earlier.
6.2 Any Party may terminate this Contract with 30 days written notice.
### 7. Liability
7.1 The Solution Provider's total liability shall be limited to the total value of the Contract except for:
(a) Death or personal injury caused by negligence
(b) Fraud or fraudulent misrepresentation
(c) Any liability which cannot legally be limited
### 8. General
8.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Any dispute shall first be attempted to be resolved through good faith negotiation between the Parties.
### 9. Data Protection
9.1 The Parties shall comply with all applicable data protection laws and regulations.
### 10. Force Majeure
10.1 No Party shall be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control.
I confirm that I have read and agree to these terms and conditions:
For the Solution Provider (CarefulAI):
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
For the Facilitator:
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
For the Funding Party:
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
(A) CarefulAI as a Solution Provider has submitted a competitive tender in response to a co-design initiative. The co-design network brings together expertise from industry partners, private sector organizations, and technology communities to advance collaborative innovation.
(B) At the instruction of a Funding Party, a Facilitator wishes to engage the Solution Provider to perform the Services, as hereafter defined, and the Solution Provider wishes to provide the Services on the terms and conditions set out in this Contract.
## TERMS & CONDITIONS
### 1. Definitions
In these conditions:
"Agile Delivery Manager" means the Funding Party assigned project Agile Delivery Manager (ADM) responsible for the project management of the Contract in collaboration with the Solution Provider throughout the Contract Delivery and confirming the satisfactory delivery of the Contract Services.
"Background IP" means all Intellectual Property, other than Project IP, which is owned by, proprietary to or licensed to either Party and which is used, sub-licensed or contributed by that Party in the provision of or in connection with the Services.
"Confidential Information" means any information which has been designated as confidential by either Party in writing or that ought reasonably to be considered as confidential however it is conveyed, including information that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of the Solution Provider, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential or which ought reasonably to be considered to be confidential.
"Contract" means the agreement between the Facilitator and the Solution Provider comprising the Contract Offer Letter, the Purchase Order, these terms and conditions and any documents referred to therein.
"Contract Delivery" means the date identified in the Contract by which the Solution Provider shall have completed the Contract to the satisfaction of the Facilitator.
"Contract Offer Letter" means the letter issued by the Facilitator notifying the Solution Provider of acceptance of their quotation.
"Contract Start" means the date identified in the Contract when the Solution Provider shall commence delivery of the Contract.
"Deliverables" means any and all literature, manuals, reports, research papers, data, flow charts, drawings, designs, diagrams, tables, software or other information or goods or materials (in whatever form and on whatever media) developed, designed or otherwise provided during the course of this Contract, to be provided as part of the Services.
"Facilitator" means the organization facilitating the co-design engagement.
"Funding Party" means the organization funding and sponsoring the co-design initiative.
"Solution Provider" means CarefulAI.
"Intellectual Property" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade business and domain names, rights in goodwill, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
"Project IP" means any Intellectual Property that results from or is generated during the course of the provision of the Services.
"Services" means all the co-design activities that the Solution Provider is required to carry out under the Contract.
### 2. Duties
2.1 The Solution Provider warrants that it has full capacity and authority to enter into and perform this Contract.
2.2 The Solution Provider shall perform the Services with reasonable skill, care and diligence in accordance with industry good practice.
2.3 If any part of the Work is found to be unsatisfactory, the Solution Provider shall, at its own expense, correct the Work within such reasonable time as may be specified.
### 3. Intellectual Property Rights
3.1 All Background IP owned by either Party prior to the commencement of the Services will remain the property of that Party.
3.2 All Project IP shall belong to the Solution Provider unless otherwise agreed in writing.
3.3 The Solution Provider grants the Funding Party a non-exclusive, worldwide license to use the Project IP for its internal purposes.
### 4. Confidentiality
4.1 Each Party shall:
(a) keep confidential all Confidential Information received from the other Party
(b) only use such Confidential Information for the purposes of this Contract
(c) ensure all personnel maintain confidentiality
### 5. Publications
5.1 Any proposed publication of results must be submitted to all Parties for review at least 45 days in advance.
### 6. Term and Termination
6.1 This Contract shall commence on the Contract Start date and continue until Contract Delivery unless terminated earlier.
6.2 Any Party may terminate this Contract with 30 days written notice.
### 7. Liability
7.1 The Solution Provider's total liability shall be limited to the total value of the Contract except for:
(a) Death or personal injury caused by negligence
(b) Fraud or fraudulent misrepresentation
(c) Any liability which cannot legally be limited
### 8. General
8.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Any dispute shall first be attempted to be resolved through good faith negotiation between the Parties.
### 9. Data Protection
9.1 The Parties shall comply with all applicable data protection laws and regulations.
### 10. Force Majeure
10.1 No Party shall be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control.
I confirm that I have read and agree to these terms and conditions:
For the Solution Provider (CarefulAI):
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
For the Facilitator:
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
For the Funding Party:
Signature: _________________
Name: ____________________
Title: _____________________
Date: _____________________
