General Terms and Conditions:

Confidential Information: 
Either Party may from time to time disclose (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Confidential Information (as hereinafter defined) of the Disclosing Party.  Except as expressly permitted by this Agreement, the Receiving Party shall (i) protect such Confidential Information of the Disclosing Party from unauthorized dissemination, using the same degree of care which the Receiving Party ordinarily uses with respect to its own proprietary information, but in no event with less than reasonable care, (ii) not use such Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and (iii) limit the disclosure of such Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to such Confidential Information of the Disclosing Party, bound by confidentiality terms no less restrictive than those contained herein. Notwithstanding the foregoing, Confidential Information may be disclosed if such disclosure is required by law or by the order of a competent court or similar competent judicial or administrative body; provided, however, that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in the obtaining of a protective or similar order enjoining, restraining or limiting the disclosure of such Confidential Information.  

Confidential Information shall mean (a) a Party’s product plans, designs, costs, prices, and payment information; clinical data; non-published financial information, marketing plans, business opportunities, research, development or know-how; (b) any information designated by the Disclosing Party as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and designated as confidential in writing within thirty (30) days; and (b) the terms and conditions of this Agreement, provided, however that “Confidential Information” will not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault  of the Receiving Party; (ii) is known and has been reduced to tangible form by the Receiving Party at the time of disclosure and is not subject to restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (iv) is lawfully obtained from a third party who has the right to make such disclosure; or (v) is released for publication by the Disclosing Party in writing.

Retained Rights – SEMICROL S.L:
Notwithstanding anything in a Statement of Work to the contrary, nothing in this Agreement shall transfer ownership of intellectual property of SEMICROL S.L with respect to, or limit in any way SEMICROL S.L’s ownership or right to use, the methodologies or design concepts, techniques, knowledge or know-how resulting from SEMICROL S.L’s performance of the Services or other work contemplated by, or employed or produced under this Agreement.

Retained Rights – Customer:
Unless otherwise specified in a Statement of Work, Customer and its affiliates shall retain all ownership, right, and title to, and SEMICROL S.L makes no claim to ownership, right, or title to, intellectual property of Customer or Customer’s affiliates, including any of Customer’s clinical data, study protocol design, or medical product information.


Limited Warranty:
SEMICROL S.L warrants that its services will be performed in a manner consistent with generally accepted industry standards. Except for this and any other express warranties set forth in this agreement or a related license or Subscription Package, SEMICROL S.L makes no additional warranty, express or implied, statutory or otherwise, as to any matter whatsoever and all warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights are expressly excluded. With respect to any software code delivered by SEMICROL S.L pursuant to this agreement, SEMICROL S.L makes no representation or warranty that all errors have been or can be eliminated from any such software, that any such software will operate without interruption or that such software will operate with other products other than SEMICROL.

Public Relations:
SEMICROL S.L shall be entitled to issue one media release, reviewed and approved by Customer, announcing the transaction set forth in this Agreement with Customer but without disclosing the pricing terms set forth in this Agreement. SEMICROL S.L shall be entitled to present Customer as a customer and to use Customer’s name and logo and marks (collectively, the “Customer Marks”) in its marketing materials, including without limitation on the SEMICROL and Fundanet web site(s), solely for that purpose. The Customer Marks are and shall remain the exclusive property of Customer. SEMICROL S.L shall be entitled to issue a “case history” or “success story” describing the Services performed by SEMICROL S.L for Customer and the relationship between SEMICROL S.L and Customer.

Limitation of Liability:
The total aggregate liability of SEMICROL S.L or its suppliers or licensors to Customer and its officers, directors, customers and employees for any claims or causes of action arising under this Agreement will not exceed the lesser of (a) the aggregate fees actually paid to SEMICROL S.L by Customer for the Services applicable to such claim or (b) the actual direct damages sustained by Customer. Customer hereby releases SEMICROL S.L and its suppliers from all obligations, liability, claims or demand in excess of this limitation. This limitation of liability applies to all causes of action in the aggregate, including breach of contract or breach of warranty, or negligence, strict liability, misrepresentations and all other torts and all statutory causes of action.


Non-solicitation and Non-hire:
From and after the date of this Agreement and for a period of one (1) year after termination of this Agreement, each Party agrees (i) not to, directly or indirectly, or in concert with others, solicit, encourage or seek to influence any officer, employee, consultant or independent contractor employed or engaged by the other party and who has been assigned to perform services under this Agreement at any time prior to and including the termination date to quit or leave employment or engagement with the other party, and (ii) not to employ or otherwise engage (as employee, consultant, independent contractor or otherwise) any such officer, employee, consultant or independent contractor.

Relationship between the Parties:
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or employment or franchise relationship between the Parties.