1. RESERVATION OF RIGHTS
1. 1 Intellectual property rights of the Client
The software, documentation, as well as any technical or other information belonging to Experteam and made available to the Service Provider are and remain the exclusive property of Experteam and may not be used by the Service Provider for purposes other than the strict execution of the Contract. The Contract does not entail any transfer of intellectual property rights to the benefit of the Service Provider over such data, files and documents other than the rights necessary for the Service Provider to perform its obligations under the Contract. Consequently, the Service Provider is prohibited from using these data, files and documents for purposes other than the performance of its obligations under the Contract. Experteam guarantees that it holds all the intellectual property rights necessary to enable it to transmit these data, files and documents to the Service Provider for the performance of its obligations under the Contract, and guarantees the Service Provider against any claim or claim by a third about it.
1.2 Intellectual property rights of the Service Provider
The Service Provider is and remains the owner of all intellectual property rights over the tools, methods and know-how that it will be required to produce or use under the Contract. The Contract does not entail any transfer of intellectual property rights for the benefit of Experteam on these tools, methods and know-how.
1.3 Respect for the intellectual property of the other Party
Each Party undertakes to do nothing and not to allow anything to be done that could jeopardize the intellectual property rights of the other Party. Each Party shall in particular refrain from conferring any right and constituting any guarantee, security or privilege whatsoever on the elements covered by the intellectual property rights of the other Party. Each Party undertakes to make the holders of its shares, its corporate officers and its employees who have access to these elements for the purposes of the execution of the Contract, undertake not to infringe the aforementioned intellectual property rights. of the other Party of the same scope as this commitment.
1.4 Termination of the contract
Upon termination of the Contract for any reason whatsoever, the Service Provider will provide Experteam with all of Experteam’s data, files and documents which have been entrusted to it for the purposes of performing its obligations under the Contract.
Experteam will remain the sole owner of the studies and the results of all or part of the Services which must not be used by the Service Provider for any third party without the prior written consent of Experteam. In the event that a third party claims that the studies and / or the result of all or part of the Services would implement industrial and / or intellectual property rights belonging to it, the Service Provider will be personally responsible for the claims of this third party in the terms described in the Contract. The Service Provider remains entirely free to use the methods and know-how put in place as part of the performance of the Services.
2. ASSIGNMENT OF RIGHTS
In the event that during the performance of the Services were generated creations likely to be protected by the intellectual property regime (hereinafter “Creations”), it is agreed that the Service Provider assigns to Experteam, on an exclusive basis and as and when they are produced, and when they are paid by Experteam, all the economic rights relating to said creations, in all their versions, whether completed or unfinished, and to the extent that said Creations have been generated exclusively for the benefit of Experteam.
The terms of payment for said transfers will be determined by mutual agreement between the Parties.
As such, the Service Provider assigns to Experteam, and without this list being exhaustive, the rights of reproduction, use, representation, publication, editing, adaptation, development, modification, correction, integration, transcription, translation, digitization and marketing of the Creations in any way and in any form.
This transfer is carried out for any type of exploitation and on any present and future medium, in particular paper, magnetic, optical, digital, videographic, electronic and by any process whatsoever, known or unknown on the day of signature of the Contract. In the event that the rights assigned by the Service Provider relate to computer programs specifically developed by the Service Provider as part of the Services, the rights to these programs are transferred to Experteam in their executable version as well as in their source version, as well as any associated documentation.
This assignment is effective e both for the whole world and for the entire legal period of protection of the creation or the computer program according to both French and foreign legislation and current or future international conventions including any extensions that could be made to this period.
3. EVICTION GUARANTEE
The Service Provider guarantees the smooth execution of the Services with regard to Experteam. The Service Provider declares that no other commitment made with a third party conflicts with the contract and guarantees that he has all the necessary rights and authorizations allowing him to enter into this contract and any successive contracts.
The Service Provider guarantees Experteam against any recourse or claim that may be brought to it for any reason whatsoever, on the occasion of the exercise of the rights granted to it by the Order, the authors or their beneficiaries and, in general, any person who participated directly or indirectly in the performance of the Services.
The Service Provider will do his own business and will indemnify Experteam at any time and at first request for any action, procedure, complaint, request, attorneys’ fees, expert fees, tax costs, sums judged, damages whatever their origin. and more generally pecuniary consequences linked to the non-compliance by the Service Provider with any of the guarantees defined in this article.
The Service Provider undertakes to pay directly to the author of the complaint all sums that the latter would require from Experteam or any third party whose liability may be incurred. This guarantee and support obligation is subject to the following express conditions: (i) that Experteam has notified the Service Provider as soon as possible; (ii) that the Parties have agreed to a common defense strategy so that the respective interests of each of the Parties are respected.
The Service Provider must in particular keep Experteam permanently informed of any evolution of the dispute and must not accept any transaction which would include an incomplete waiver of any claim by the applicant against Experteam or which would impose any liability, obligation or restriction on Experteam without its agreement; (iii) that Experteam provide all the information, all the elements in its possession and, subject to respect for its reasonable interests under the conditions provided for in the above point and the assistance necessary for the Service Provider to enable it to carry out defense.
The Service Provider guarantees Experteam against any recourse or infringement claim that may be brought to it, on the occasion of the exercise of the rights granted to it by the Contract, the authors or their successors in title and, in general, any person having participated directly or indirectly in the realization of the Creations. Thus, in the event that Experteam is convicted on the basis of an allegation of infringement, by a court decision having the authority of res judicata on elements produced by the Service Provider, the latter will bear all damages and interest. , as well as the costs and expenses to which Experteam would be condemned or resulting from a transactional agreement approved by the Service Provider, provided that Experteam:
- Notify the Service Provider as soon as possible of this allegation in writing;
- Cooperates with the Service Provider by leaving him control of the defense and of any negotiation with a view to an amicable settlement and by providing him with all the information and elements in his possession to enable him to carry out the defense and the negotiation, under subject to respect for its reasonable interests.
If such an allegation occurs, or appears to be probable, the Service Provider also undertakes, at its option and at its expense, and under the conditions and deadlines compatible with the other obligations related to the Services, namely:
- Modify all or part of the disputed item;
- Obtain authorization for Experteam to continue to use it;
- Provide an alternative solution that is at least functionally equivalent. This constitutes all of the Service Provider’s obligations towards Experteam for any infringement claim.
The Provider cannot be held liable for any claim concerning:
- everything that Experteam provides and which is incorporated in a Creation;
- the changes made by Experteam to a Creation when this modification is the cause of the infringement;
- any combination or use by Experteam of a Creation with other elements, since the alleged infringement could have been avoided by the uncombined use of the Creation.
Reciprocally, Experteam being under the obligation to guarantee the Service Provider on the origin of any element that it would have to make available to the Service Provider for the execution of the Contract, and in particular elements protected by intellectual property rights, the Service Provider may in no way even be liable for civil or criminal liability, in particular for infringement, in all cases where these elements would be the subject of a third party claim.
In such a case, Experteam will guarantee the Service Provider by reciprocal application of the provisions of this article, according to the same terms and principles as those applicable to the Service Provider.
5. SOFTWARE DEVELOPMENT
In the case of software development for which the order has been placed and formalized by Experteam, an amendment to the contract specifying the framework for the development and the remuneration of said software will be signed by both parties. In this context, the service provider transfers all of its copyright to the Developments and the Software to Experteam for the legal term of protection thereof and for the entire world.
This assignment includes in particular the right of reproduction, the right of communication to the public, the right of modification, the right of adaptation, the right of translation, the right of localization, the right of distribution, sale, rental, and more generally, the right to use by all means, all processes, on all media, by all media and communication networks, known or unknown to date, free of charge or against payment, and for all purposes.
This transfer will take place after pronouncement will occur on the date of the cessation of the Developments or the Software made on that date. In the event of standard and reusable Developments, the Parties may agree that the Service Provider will retain the copyright on them, on condition of granting Experteam an operating license for them in return for a previously established remuneration.
Last modified: 06/12/2020