Terms & Conditions
1. PROPRIETARY INFORMATION. For the purposes of this Agreement, the term “Proprietary Information” shall mean all Information the disclosing Party’s provides for conversion to IPS. Proprietary Information may include, but is not limited to: IPS’ ModernizeIT tool, or either Party’s data, computer program source or object code, interface specifications, and design, technical, and other documentation.
CONFIDENTIAL. Each Party agrees to take all measures reasonable under the circumstances to protect the confidential nature of the Proprietary Information, including but not limited to the measures normally taken by the Receiving Party to protect its own Proprietary Information.
USE & LIMITED DISCLOSURE. Infosys shall not use the other Party’s Proprietary Information for any purpose other than the stated Purpose herein. Neither Party shall disclose the other Party’s Proprietary Information to anyone other than the receiving Party’s employees who are engaged in furthering the Purpose, provided they have been informed of the Proprietary nature of the Information, and have agreed to comply with the terms of this Agreement.
TERM. This Agreement shall expire upon Forty Eight (48) hours after evaluation by the USER of the conversion of legacy computer application code. Upon expiration, IPS shall promptly destroy the disclosed Proprietary Information and USER shall no longer have access to IPS’s ModernizeIT tool unless mutually agreed in writing by both Parties. Termination or expiration of this Agreement shall not relieve the Parties of the obligations imposed herein.
LIABILITY OF USER. User warrants code shall be free from virus, Trojans, harmful code or free from any violations of law or Intellectual Property infringement. User agrees to indemnify, defend and hold harmless IPS, any officers, directors, agents and employees from and against any and all losses, damages, claims, demands, proceedings, suits and actions including any related liabilities, obligations, losses, damages, assessments, fines, penalties judgments, settlements, expenses and costs incurred by, borne by or asserted against IPS to the extent such claims in any way relate to, arise out of or result from any of the warranties and obligations of the User herein. The Parties shall not be liable to each other for consequential, incidental, or special damages and/or lost profits, even if advised of the possibility of the same.
IPS liability shall be limited to only matters of wrongful disclosure of User’s code. IPS expressly disclaims any and all other liabilities of any kind, including but not limited to any incidental, indirect, consequential, punitive and special damages.
DISCLAIMER OF WARRANTIES. IPS MAKES NO CERTIFICATION, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, STATUTORY OR OTHERWISE, AS TO ITS SOFTWARE, SERVICES, MODERNIZEIT TOOL, OR ITS PRODUCTS INTENDED OBJECTIVE OR RESULT, ADEQUACY, COMPLETENESS, ACCURACY, QUALITY, PATENTABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUFFICIENCY, OR FREEDOM FROM DEFECTS.
EXCLUSIVE RIGHTS AND OBLIGATIONS. No other rights or obligations other than those expressly recited herein are implied by this Agreement. This Agreement shall not be construed to recognize or create any contract, agreement for sale or other business relationship. This Agreement states the complete, final, and exclusive agreement concerning ModernizeIT, the Parties’ disclosure and use and supersedes all prior and contemporaneous oral or written agreements, proposals, representations, promises, negotiations, and other communications between the Parties.