Integra Gold Rush Challenge
Intellectual Property Agreement
Please Read This Carefully! You and Integra Gold (“Integra Gold”) are agreeing to an Intellectual Property Agreement for the Integra Gold Rush Challenge ("Challenge”). The Integra Gold Rush Challenge requires that you accept these special terms, so please take the time to understand them.
In consideration for the premises and covenants set forth in the Challenge Rules, you agree with Integra Gold as follows:
1. Content and Ownership of Submissions
1.1 Content of Submissions.
Submissions for the Integra Gold Rush Challenge must be original and must NOT contain or include ideas, concepts, solutions or technology in respect of which a third party owns or controls the intellectual property unless you have obtained consent to the use of such material and have disclosed it to Integra Gold. Submissions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners.
1.2 Representations, Warranties and Covenants.
With respect to your Submission, you represent, warrant and covenant to Integra Gold as follows:
your entire Submission will be an original work and you and/or your Challenge team are individually or collectively the sole author (as such term is used in the Copyright Act (Canada));
your Submission does not and will not contain any third-party content (such as writing, text, graphics, artwork, logos, photographs, technology, dialogue from plays, musical recordings, clips of videos, television programs or motion pictures or a likeness of any third party), unless (a) disclosed in your Submission, and (b) you have either obtained the rights to use such third-party content or any such content is considered to be in the public domain without any limitations on use;
other than any third party materials you have obtained permission to use, you and/or your team members will be the sole owners of all right, title, and interest in and to the Submission, free and clear of any security interests, encumbrances, adverse claims, and demands and no other person has any legal, equitable, direct, indirect, contingent, or other right, title, or interest, in or to the Submission or any part thereof;
unless otherwise disclosed in the Submission, the use and exploitation of the Submission by Integra Gold or the exercise by Integra Gold of any of the rights granted by you under this Agreement, does not and will not infringe or violate any rights of any third party, including, without limitation patent, copyright, trademark, trade secret, privacy, publicity or confidentiality rights or obligations, or any contractual or other rights and the Submission will not contain any material that could be considered libelous, defamatory or tortious;
you have all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that you have granted to Integra Gold hereunder, including the right for Integra Gold to use and develop derivative works of and from the Submission and the benefit of each such permission is freely and validly transferable to third parties (including the Integra Gold and its licensees and assigns);
all persons who are engaged by you to work on the Submission or who appear in the Submission in any manner will have:
given you their express written consent to submit the Submission for unlimited, royalty-free use, exhibition and other exploitation in any manner for any purpose by any person or party and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity;
waived unconditionally in favour of Integra Gold any moral rights they may have in the Submission and Participant IP (defined below);
provided written permission to include their name, image, likeness or pictures in or with your Submission (or if a minor who is not your child, you must have the permission of their parent or legal guardian);
no claims for payment of any kind, including, without limitation, for royalties or residuals, have no approval or consultation rights or any rights of participation arising out of any use, exhibition, modification or other exploitation of the Submission by you or Integra Gold or its partners, affiliates, licensees, successors and assigns; and
not been and are not currently under any union, guild, university or similar agreement that results in any ongoing obligations resulting from the use, exhibition or other exploitation of the Submission,
with respect to any permissions or waivers you have or will obtain for the use of any materials in the Submission not owned or controlled by you or in the public domain, you agree to provide Integra Gold with a copy of each signed permission, upon request, and to remove the affected material from the Submission if Integra Gold determines that any permission is in any way deficient.
1.3 Similar Content.
You understand, recognize and accept that Integra Gold has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. You acknowledge and agree that Integra Gold shall have the right to use such same or similar materials, and that you will not be entitled to any compensation arising from Integra Gold's use of such materials.
1.4 Ownership of Submissions.
You agree that: (i) all Submissions become Integra Gold’s sole property and will not be returned; and (iii) Integra Gold and its licensees, successors and assigns have the right to use any and all Submissions, and the names, likenesses, voices and images of all persons appearing in the Submission, in the exploitation and operation of Integra Gold’s business and for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity.
2. Assignment of Intellectual Property
You agree to assign and hereby assign and transfer to Integra Gold all of your right, title and interest in your Submission, including the copyright therein, and, if any, in all inventions (whether patentable or not), designs, works of authorship, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, maps, drawings, publications, and/or other intellectual property (“Intellectual Property”) which you may have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice, in the course of preparing your Submission (“Participant IP”). Any Intellectual Property developed by you prior to and independent of the Challenge will not be considered Participant IP and you will retain ownership thereof. You acknowledge that Integra Gold will be the sole owner of the Participant IP and will have the exclusive right to exploit the Submission and Participant IP in any manner whatsoever, including the right, without further obligation or compensation to you, to (i) develop, produce, distribute, and publish other works containing all or any part the Submission, (ii) combine or integrate any element of the Submission with material created by another person, (iii) edit, modify or create derivative works from the Submission and Participant IP, and the right to bring legal action to restrain or collect damages for infringement of the copyright in the Submission or infringement or misappropriation of other rights in the Participant IP. You hereby waive unconditionally in favour of Integra Gold any moral rights that you may have in your Submission and Participant IP. For greater certainty, you hereby affirm that all of the aforesaid Participant IP constitutes the sole and exclusive property of Integra Gold.
2.2 Licence in Lieu.
In the event that the assignment in Section 2.1 is deemed to be unenforceable by a court of competent jurisdiction, you will retain ownership of the Submission and Participant IP but agree to grant and do hereby grant to Integra Gold a perpetual, royalty-free, worldwide, exclusive license in respect of your Submission and all Participant IP for the purposes of commercial exploitation of the Participant IP by Integra Gold and its affiliates, partners, licencees, successors and assigns, including but not limited to any ideas, concepts, and techniques demonstrated by the Submission.
3. Cooperation of the Participant. At Integra Gold’s request, you will cooperate with the Integra Gold, or its designee, at Integra Gold’s expense, to secure and evidence Integra Gold’s rights in any Participant IP and to secure protection for such Participant IP under the intellectual property laws of all countries throughout the world.Confidential Information
3.1 Protection of Confidential Information. You will keep confidential all material non-public or proprietary information of Integra Gold and its Challenge Partners that you receive in the course of the Challenge, and any derivative of that information, including but not limited to any information that relates to Integra Gold’s actual or anticipated business, technical, engineering or geological data, trade secrets or know-how, software, processes, formulas, technology, designs, drawings, photographs, and samples, (“Confidential Information”) but excluding information that is or becomes publicly known through no wrongful act of your own or was already in your possession before its disclosure to you by Integra Gold. For great certainty, your Submission is Confidential Information of Integra Gold.Use of Confidential Information. You will use the Confidential Information solely for the purposes of preparing your Submission for the Challenge and for Integra Gold’s benefit. You may otherwise use or disclose the Confidential Information only with Integra Gold’s explicit consent or where required to do so by law but only if before that disclosure you, to the extent permitted by law, provide Integra Gold with notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy, disclose only that portion of the Confidential Information that it is required by law, and use reasonable efforts to obtain written assurance from the third party that the Confidential Information will be kept confidential.Value and Nature of Confidential Information.
You understand and agree that the Confidential Information and Participant IP is proprietary and has competitive value to Integra Gold. Accordingly, any improper use thereof or unauthorized disclosure to Integra Gold’s competitors or to the public would be detrimental to the best interests of Integra Gold, which may incur losses, costs, and damages as a result. Further, an award of damages may not be an effective or adequate remedy for Integra Gold to address any such disclosure.
3.2 Return of Integra Gold Information. When the Challenge ends, you will destroy or
return to Integra Gold all physical copies of the Confidential Information in your possession, power or control and, at Integra Gold’s option, return or permanently delete all electronic copies of such information, including those stored on personal computers, tablets, mobile devices and email or cloud based storage services.
3.3 Other Confidentiality Obligations.
You agree that you will not disclose to Integra Gold of its Challenge Partners any information which you are under an existing contractual or other legal obligation to maintain in confidence.
4. Other Provisions
You will indemnify Integra Gold and its affiliates and each of their respective directors, officers, shareholders, agents and employees and Integra Gold’s Challenge partners (collectively the “Indemnified Parties”) from any costs (including legal fees) that the Indemnified Parties incur in connection with or in any way related to defending or responding to any claim, demand, action, or other proceeding brought against them in connection with your breach or alleged breach of this Agreement.
This Agreement enures to the benefit of and binds you and Integra Gold and each of your respective heirs, trustees, executors, administrators and other legally appointed representatives, successors, and permitted assigns. You may not assign this Agreement without the prior written consent of Integra Gold, which will not be unreasonably withheld or delayed.
4.3 Further Assurances.
You will sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, as may be reasonably necessary or desirable to give effect to this Agreement.
4.4 Governing law.
This Agreement is governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein.
The parties irrevocably attorn to the jurisdiction of the courts of British Columbia, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.
In the event that any provision of this Agreement is determined to be invalid by a court or tribunal of competent jurisdiction, such provision shall be severed to the minimum extent necessary, without affecting the survival or validity of the remainder of this Agreement.