Test two

1. Membership General Terms
2. Confidentiality
3. Marks and Intellectual Property
4. Liability and Warranties/Disclaimers
5. Anti-Bribery
6. Liability
7. Termination
8. Agreement General Clauses
9. Definitions.

External Links: Link 1 | Link 2 |   Link 3 | Link 4

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2. Confidentiality
2.1 During the course of the Membership, the Parties may exchange Confidential Information, as defined below.  A Receiving Party will treat and safeguard all Confidential Information of a Disclosing Party (“Receiving Party” and “Disclosing Party” as defined below) as secret and confidential in perpetuity and will not, without Disclosing Party's written consent, (a) directly or indirectly communicate or disclose to any third party (whether in writing or orally or in any other manner) or (b) use (other than to fulfill its obligations or exercise its rights under this Agreement) Disclosing Party’s Confidential Information.

2.2 Confidential Information does not include information the extent Receiving Party can demonstrate:  (a) is or was publicly available other than as a result of an unauthorized act/omission by the Receiving Party, its employee(s), Affiliate(s), agents or subcontractors, (b) was known to it before receipt in connection with this Agreement, free from any obligation to keep it confidential, (c) was obtained by the Receiving Party from a third party who was not bound by confidentiality obligations with respect to such information; or (d) was independently developed by the Receiving Party other than in connection with this Agreement, without the aid of any personnel who have or had access to the Disclosing Party’s Confidential Information. 

2.3 Clause 2.1 shall not apply to the extent that:

(a) Confidential Information is required to be disclosed pursuant to any law, subpoena or other legal compulsion or by any regulator or stock exchange, provided that Receiving Party, where reasonably practicable and legally permissible, provides Disclosing Party with prior written notice of the required disclosure, discloses no more of Disclosing Party’s Confidential Information than is reasonably necessary, and cooperates with any action Disclosing Party takes to seek a protective order or other appropriate remedy;

(b) Receiving Party needs to disclose Disclosing Party’s Confidential Information to any of its Related Parties in order to fulfill its obligations or exercise its rights under this Agreement, provided however, that in each case, Receiving Party shall ensure that every person to whom such disclosure is made uses such Confidential Information solely for such purposes and is bound by obligations of confidentiality that are materially no less restrictive than those set forth in this clause 2 and is liable for any unauthorized use or disclosure by its Related Parties;

(c) Company Confidential Information is embodied in or otherwise incorporated into materials Company presents at an event as part of the Membership, or any Company Confidential Information is provided by Barclays to a regulator with jurisdiction over Barclays or its affiliates.

2.4 If Barclays plans to share with the Member particularly sensitive data or personal data, Barclays may require the Member to enter into a data sharing agreement on Barclays’ form that, among other things, provides more specificity with respect to restrictions on use of such data.

2.5 The Member acknowledges and agrees that the Confidentiality provisions under this Agreement solely refers to the Confidential Information shared with Barclays as part of this Membership, and does not extend to information shared with non-Barclays employees.  To the extent the Member interacts with non-Barclays employees (i.e. mentors, professionals delivering presentations) in the course of this Membership, it is solely the responsibility of the Member to protect Confidential Information.

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3. Marks and Intellectual Property
3.1 The Member shall not, and shall ensure that Company Personnel do not, use any name, trademark, service mark, logo, domain name, website or other identifier of Barclays or any of its affiliates, including in any press releases, references to investors, publicity releases, interviews, promotional, marketing or fundraising materials (public or private), public announcements, or advertising, without Barclays’ prior written consent in each instance.

3.2 All Intellectual Property Rights (or “IPR” as both are defined below) belonging to a party prior to the execution of this Agreement will continue to be owned by that party.

3.3 Solely with respect to materials provided by Member to Barclays in connection with the Membership, Member, on behalf of the Member’s Company, hereby grants to Barclays and its affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable license for the Term of this Agreement to use IPR associated with such materials, solely to the extent such use is necessary for the operation of the Membership.

3.4 For the purposes of (i) allowing Barclays to market and promote the Membership internally and externally; and (ii) any other communications, documentation or promotional materials reasonably required by Barclays for the Membership, the Member hereby grants to Barclays and its affiliates a worldwide, royalty-free, non-exclusive, perpetual, non-transferable, non-sublicensable license, to use Company’s name, trade marks (whether registered or unregistered), trade names, branding and/or logos.

3.5 Any IPR created or otherwise developed by Company during the Lab (“New IPR”) shall vest in Company and shall be Company IPR. Any IPR created or otherwise developed by Barclays during the course of the Lab (or otherwise) shall vest in Barclays and be Barclays IPR. Nothing in this Agreement shall in anyway grant any rights of use or ownership in Barclays IPR to Company. In using any Barclays IPR, Company shall not: (a) modify, decompile, reverse engineer or otherwise alter any materials containing Barclays IPR; or (b) in any infringe the Intellectual Property Rights or any other rights of any third party. Company shall not be entitled to use any Barclays IPR other than as expressly permitted by Barclays.

3.6 In the event that during the Membership Barclays films or records the Member’s participation, which it shall only do (i) in support of the Membership or (ii) for Barclays’ internal and/or external marketing and promotion activities (“Membership Filming”), the Member consents, to Barclays filming Member’s involvement in the Membership, and to Barclays using the Membership Filming for such purposes.  All Membership Filming is IPR owned by Barclays, and Member shall waive any rights they have to Membership Filming. The Member shall cooperate with all reasonable requests of Barclay regarding any marketing and promotional activities regarding the Member’s involvement in the Membership.

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4. Liability and Warranties/Disclaimers
4.1 Member shall at all times whether during or after termination or expiry of this Agreement indemnify and keep Barclays indemnified against all losses suffered by, incurred by or awarded against Barclays howsoever caused, arising out of or in relation to any infringement or alleged infringement of any Intellectual Property Rights of any third party as a result of Barclays' receipt or its use or possession of any Intellectual Property Rights (including the Company’s IPR) provided or otherwise made available to Barclays or its affiliates by the Member; whether or not such losses were foreseeable at the Commencement Date.

4.2 Company warrants and represents as of the Commencement Date and on an on-going basis that:

(a) it will remain in compliance with all applicable laws, including compliance with all applicable Data Protection Legislation;

(b) it will perform its obligations under this Agreement with all due skill, care and diligence and in accordance with reasonable good industry practice; and

(c) the performance of its obligations under this Agreement and Barclays' receipt and use of any materials, information, data or Intellectual Property Rights disclosed to it by the Entrepreneur will not infringe any Intellectual Property Rights (or moral rights) of any third party.

4.3 Any comments, views or opinions expressed by any Barclays personnel involved in the Membership do not necessarily reflect the official opinion of Barclays. Neither Barclays nor any person acting on its behalf may be held responsible for the use by the Member of any of information, guidance, advice, comments or opinions given during the course of the Membership.

4.4 Neither Barclays nor any of its affiliates makes any warranty, representation, or undertaking, express or implied, arising out of course of dealing or usage of trade, as to the Membership or any information or materials provided (in writing or otherwise) in connection with the membership including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.

4.5 Neither this Agreement, The Member’s participation in the Membership, nor any advice given by Barclays or any of its affiliates or any of their Related Parties to the Member shall establish a fiduciary relationship or joint enterprise with the Company.

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5. Anti-Bribery
5.1 The Member understands that Barclays is committed to complying with all anti-bribery laws and regulations to which Barclays is subject, including the Bribery Act and the FCPA. The Member represents and warrants that neither they, nor any of their Associated Persons have taken or will take any action that might cause Barclays to violate either the Bribery Act or the FCPA.

5.2 The Member represents and warrants that the Member and the Company of which they are an agent have implemented and must at all times maintain adequate procedures designed to comply with its obligations under clause 5.1 above.

5.3 The Member shall keep appropriate up to date books, accounts, and records that accurately reflect its transactions relating to the Agreement. Such books, accounts and records shall be retained for a period of not less than six years after their creation.

5.4 Breach of any of the provisions in this section is a material breach for the purpose of clause 7 of this Agreement (Termination) and, without limitation to any other right, relief or remedy, entitles Barclays to terminate the Agreement immediately.

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6. Liability
6.1 Neither party limits or excludes its liability (i) in respect of any fraud, gross negligence or willful misconduct by it or its employees, and in the case of the Member and the Member’s Company, by Company Personnel; (ii) for death or personal injury caused by its negligence; (iii) for breach of clause 2, 3, or 4; or (iv) to the extent such limitation or exclusion is not permitted by law.

6.2 Subject to clause 6.1 and other than liability covered by clause 6.1, the maximum aggregate liability of each party shall in respect of each default be limited to one-hundred thousand dollars ($100,000).

6.3 Subject to clause 6.1, neither party will be liable to the other party for any indirect or consequential loss or damage or any special, punitive or exemplary damages including any indirect loss of business or profits, in each case whether arising from negligence, breach of contract or otherwise.

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7. Termination
7.1 This Agreement may be terminated by Barclays at any time by giving the Member written notice.

7.2 The following events shall allow Barclays to terminate this Agreement, in whole or in part, with immediate effect upon giving written notice to the Member: (a) material breach by the Member of this Agreement (being a single event or a series of events which are together a material breach) which is either not capable of being remedied, or, if the breach is capable of being remedied, Member fails to remedy such breach within 14 days of receiving written notice requiring it to do so; (b) Company becomes insolvent or unable to pay its debts as they come due or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar national or state law(s) or transfers all or substantially all of its assets to another person or entity; and (c) in the event of the Member’s or the Member’s Company’s breach of clause 8.12.

7.3 Any termination or expiry of this Agreement shall not affect any accrued rights or liabilities of either party or the coming into force or continuation in force of any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after termination.

7.4 On expiry or termination of this Agreement for whatever reason, upon Barclays’ request at any time or as specified elsewhere in this Agreement, Company shall, and shall ensure that the Company Personnel shall, if applicable:

(a) immediately, or as otherwise advised in writing by Barclays, deliver up to Barclays, or any third party nominated in writing by Barclays, all property belonging to Barclays (including any IT equipment, any access credentials such as cards, keys or electronic fobs to Barclays Facility, mobile phones, Confidential Information, Barclays APIs, Barclays IPR and Barclays data) which may be in the possession of, or under the control of, the Company and/or any of the Company Personnel; and

(b) ensure that all IT access provided by or on behalf of Barclays to Barclays’ systems is fully and properly withdrawn (including changing any passwords or log-ins) from all Company Personnel. If any such property is in electronic form, Company shall provide Barclays with unencrypted copies of the same on magnetic media or, at Barclays' option, via email if such information is capable of transmission by e-mail, and shall irretrievably destroy and delete copies so held.

7.5 Upon request by Barclays, Company shall confirm in writing to Barclays that it has complied fully with the provisions of clause 7.4(a) and (b) above.

7.6 

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8. Agreement General Clauses
8.1 Amendment and Variation: No variation to this Agreement shall be valid unless it is in writing, expressed to amend this Agreement and signed by each of the parties to this Agreement.

8.2 Third Party Rights: Nothing in this Agreement is intended to, nor shall create any right enforceable by a third party.  The consent of any third party beneficiary is not sufficient to affect the amendment, variation or termination of this Agreement.

8.3 Assignment and Subcontracting: The Member shall not be entitled to assign, transfer, subcontract or otherwise deal with its rights and obligations arising under or in connection with this Agreement without Barclays’ prior written consent. Barclays shall have the right to assign or novate any or all of its rights and obligations under this Agreement in whole or in part to any of its Affiliates or to the successor to the whole or a part of Barclays’ business. All references in this Agreement to Barclays shall be construed as including any affiliate or successor to which such rights or obligations (or both, as applicable) are assigned or novated.

8.4 Notices: All notices and consents to be given to a party under this Agreement shall be in writing in English and shall be marked for the attention of the person, and delivered by hand, commercial expedited courier service, sent by facsimile transmission, sent by delivered by hand or prepaid registered post: a) to Barclays at the address first set out above, and to the attention of the Head of Commercial, Innovation & Technology legal, Barclays, 745 Seventh Avenue, New York, NY 10019; and b) to the Member, to the address first set out above in this Agreement.

8.5 Cumulative Rights: Except as expressly stated in this Agreement the rights of each party under this Agreement are cumulative and not exclusive of rights or remedies provided by law save to the extent that such rights are inconsistent with those rights as expressly set out in this Agreement.

8.6 Further Assurance: Each party shall, and the Member shall ensure that Company Personnel and any of its subcontractors shall, at the request and cost and expense of the other party, sign all documents and do all other acts, which may be necessary to give full effect to this Agreement.

8.7 Events.  If reasonably requested by Barclays and agreed to by Company, Company shall present its outputs, ideas, creations and materials created during the Lab (the “Lab Output”) to Barclays and its affiliates.  Barclays and its affiliates, shall have the opportunity to fully review the Lab Output and liaise with Company to discuss. Other attendees must be mutually agreed to by both parties.  Should Company invite attendees to such an event, as agreed to by Barclays, where members of the investment community or potential investors might be in attendance, Company shall extend invitations solely to persons it knows or reasonably believes to (i) qualify as Accredited Investors (as defined in Rule 501 under the Securities Act of 1933, as amended), or similar designation across other non-US jurisdictions; or (ii) have no intention of making any financial investment in Company or any other start-up participant in the Lab.  Company shall not, and shall ensure that Company Personnel shall not, engage in any type of solicitation of financial investments at any event with any guests in attendance.

8.8 Whole Agreement:  This Agreement (together with all other documents either referenced in this Agreement or to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter.  Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the Commencement Date.  Each party waives all rights and remedies which, but for this clause 8.8 might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.  An electronic copy of a signature received in ‘Portable Document Format’ (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document.

8.9 Governing Law and Jurisdiction: This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by and will be interpreted in accordance with the laws of the State of New York without giving any effect to any contrary choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).  Each party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the appropriate federal or state court located in the State of New York, New York County, and any appellate court from any thereof, for all disputes, claims, controversies, disagreements, actions, and proceedings arising out of or in connection with this Agreement (each, a “Proceeding”), and (b) agrees that all claims in respect of any Proceeding shall be hard and determined in such court. With respect to each Proceeding, each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law: (i) any objection that it may now or hereafter have to the laying of venue; (ii) the defense of an inconvenient forum; and (iii) any right to trial by jury. In the event that the appropriate above-referenced court declines jurisdiction over any action brought in accordance with this provision, the parties agree that jurisdiction is appropriate in any forum possessing original jurisdiction over such action.  THE MEMEBER WAIVES ALL RIGHTS TO ASSERT ANY CLAIMS AGAINST BARCLAYS AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW.

8.10 Application of Terms:  Without prejudice to the generality of clause 8 (General), this Agreement, Investment documentation, and any data sharing agreement shall be the only terms and conditions that apply to the Member’s participation in the Membership, to the exclusion of any other terms and conditions contained or referred to in any acknowledgement or acceptance of order, specification, letter, invoice or other communication, whether sent by the Member to Barclays or otherwise.

8.11 Commencement and Terms:  This Agreement shall commence on the Commencement Date and shall continue for the Term.  Any provision of the Agreement that contemplates performance, application or observance subsequent to termination or expiration of this Agreement shall survive and continue to be enforceable after the end of the Member’s participation in the Membership and/or the expiry or termination.

8.12 Non-Disparagement:  The Member shall ensure that neither they, nor any Company Personnel of the Member’s Company shall take any action or make any omission that would be reasonably expected to embarrass or disparage Barclays or otherwise brings Barclays into disrepute.

8.13 Survival. Clauses 2, 3, 4, 6, 7, and 8 shall survive the termination or expiry of this Agreement.

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9. Definitions.
In this Agreement unless otherwise stated or unless the context otherwise requires, (i) each capitalized term will have the meaning set forth in this Clause 9; (ii) the words “other,” “includes,” “including,” “for example,” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and (iii) words importing a gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident and for whatever purpose) and vice versa.

“Affiliate” means, in relation to a party to this Agreement, any person or entity Controlling, controlled by or under common Control with such party, including any entity that qualifies as an “Affiliate” after the Commencement Date.

“Agreement” means the Membership Details, the clauses set forth in these Terms and Conditions, and all other documents attached or referred to herein or otherwise, all as amended from time to time.

“Applicable Anti-Bribery Law” means any bribery, fraud, kickback, or other similar anti-corruption law or regulation to which Company or its Associated Persons, as applicable, is subject in connection with the Membership.  Where relevant this may include the Bribery Act and the FCPA.

“Associated Person” means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including employees, agents, subsidiaries, representatives and subcontractors.

“Barclays Confidential Information” means any information obtained by the Member in connection with this Agreement or their participation in the Membership that relates to any past, present or future (a) business activities, products and/or developments of Barclays or any of its affiliates and/or its and their (b) employees, customers, counterparties, third party suppliers and/or contractors (other than Company), including all intellectual property owned by Barclays and/or any of its affiliates or any such third party supplier/contractor,  personal data of any customer of Barclays and any of its affiliates, this Agreement, and any information relating to the applicable entity’s or person’s plans, pricing, methodologies, processes, financial data, Intellectual Property Rights, research, systems, programs, and/or information technology.

“Confidential Information” means (a) in relation to Barclays, Barclays Confidential Information, and (b) in relation to the Member’s Company, Company Confidential Information, in each case, whether in oral, tangible or documented form.

“Commencement Date” means the date first set forth in the Membership Details.

“Company Confidential Information” means (a) Company proprietary information, software code and/or technology created by or for Company prior to and/or independent of this Agreement and/or (b) proprietary information, software code and technology owned by a third party and provided by Company to Barclays, in each case that (i) is designated in writing as Company’s confidential information or (ii) Barclays knows or reasonably ought to know is confidential.

“Company Personnel” means all employees, officers, contractors, consultants, agency staff and other individuals employed or engaged by or on behalf of the Company, including but not limited to those set out in the Membership Details.

“Control” means the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise. The terms Controlling and Controlled shall have a corresponding meaning.

“Data Protection Legislation” means (a) the Gramm Leach Bliley Act of 1999, 15 U.S.C. §§ 6801-6809 (1999), and all regulations promulgated thereunder,  (b) (subject to paragraph (c)) the EU Data Protection Directive 95/46/EC, the EU Directive on Privacy and Electronic Communications 2002/58/EC, European Commission decisions and guidance and all national implementing laws (including the UK Data Protection Act 1998), (c) with effect from its coming into force and repeal of the EU Data Protection Directive 95/46/EC, the EU General Data Protection Regulation 2016/679 and (d) all other applicable laws, regulations and regulatory guidance relating to data protection and privacy in any jurisdiction in which this Agreement is performed, the relevant data subject is located, or the relevant personal data is processed, stored or used.

“Disclosing Party” means, in relation to any Confidential Information, the party to whom such Confidential Information belongs.

“Intellectual Property Rights”, or “IPR” means patents, trademarks, service marks, logos, trade names and business names, copyright (including future copyright), designs, database rights, rights in and to Confidential Information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case subsisting or pending (and including any unpublished applications for the same) at any time in any part of the world.

“Material(s)” means any document, information, software, data, output or other material (in whatever form) and any IPR in the same.

“Membership” means the Rise Connect Membership, details of which are set out in the Membership Details set forth on Addendum A hereto.

“Receiving Party” means the party to this Agreement that obtained, learned or acquired the Confidential Information of the other party to this Agreement, in connection with this Agreement.

“Related Party” means any director, officer, employee, agent, professional adviser (including legal counsel, auditors, insurers and accountants), contractor, subcontractor or any Affiliate of either party to this Agreement.

“Term” has the meaning set out in the Membership Details.

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