Product idea - terms and conditions
CONCEPT SUBMISSION AGREEMENT
By submitting a concept/ idea to one of Jumbo Group's group companies, Koninklijke Jumbo B.V., Diset S.A., James Galt & Co Ltd. (the “Company”) through the online platform “Submittable” (the “Platform”), the party making the submission (the “Inventor”) agrees to the following terms and conditions of disclosure.
1.1 The Inventor understands and acknowledges that, when submitting any concept, idea, suggestion, invention, or other material (the “Concept”) to the Company through the Platform:
(a) the Concept will first be analysed during submission to determine if the Concept is of a type that the Company wants to evaluate further. In the event it is rejected via such analysis, Inventor will be notified directly by the Platform .
(b) Concepts not rejected during submission shall be evaluated by the Company to make a determination whether:
(I) The Concept is eligible for internal presentation, discussion, and possible development into products or services to be offered for sale. In which case the Company will contact the Inventor to discuss terms for a license or distribution agreement.
(II) To advise Inventor that the Company is not interested in the Concept. Jumbo Group will advise Inventor of its decision via the Platform or an email message.
2.1 All disclosures, written and oral, as well as materials furnished (the “Information) to Jumbo Group, are made voluntarily. The Inventor gives an irrevocable permission to the Company to discuss and assess the Concept internally for the purpose of enabling the Company to determine its possible interest in the Concept. The Company will treat the Information pertaining to the submission of the Concept via the Platform with the same degree of confidential care with which it treats its own confidential information. No broader confidential relationship is established by such disclosure or implied from Company’s consideration of the Information.
2.2 The obligations of the Company with respect to the Information are not applicable to any information that:
(I) was demonstrably known to the Company prior to the date of the disclosure thereof to the Company by the Inventor; and/ or
(II) was known to the public or generally available to the public prior to the date of the disclosure to the Company by the Inventor; and/or
(III) becomes known to the public or generally available to the public subsequent to the date of disclosure to the Company through no act of the Company contrary to the obligations imposed by this Agreement; and/or
(IV) is or was disclosed by the Inventor to any third party without an obligation from the third party to maintain confidential; and/or
(V) is or was independently developed by the Company or one of its subsidiaries, divisions, or parent or affiliated companies without any breach of this Agreement; or
(VI) is received in good faith by the Company from a third party and is not subject to an obligation of confidentiality owed by said party to the Inventor.
3.1 The Inventor represents and warrants:
(a) that Inventor is at least eighteen (18) years of age; and
(b) that Inventor is the sole owner of all Information disclosed to Company and that Inventor has the unqualified right to make the disclosure and that any third party with an interest in the Information disclosed has been informed of the terms of this Agreement and agrees to be bound by them.
3.2 The Inventor shall not disclose to any third party any terms of this Agreement or the terms of any proposed or executed agreement with Company, nor any information concerning the Company’s product line, future product plans or other business plans. If Inventor violates the terms of this paragraph, the Company’s obligations of confidentiality hereunder shall cease forthwith and be void and of no effect.
3.3 In the event of any breach or violation of this paragraph, Inventor shall indemnify and hold completely harmless the Company, its subsidiaries, and its parent or affiliated companies, as well as their respective officers, directors, employees, sub licensees, distributors, customers, and agents, from any claim, loss, costs, or damages (including reasonable attorney fees) against or suffered by any or all of them brought or caused by any party and related to or arising out of any submission made under this Agreement.
3.4 Company’s evaluation of the Concept is not an admission by the Company of novelty, priority or originality and does not prejudice Company’s right to contest any existing or future patents or copyrights on the Concept or underlying Information.
3.5 In no event will Company be liable under or in connection to this Concept Submission agreement for any damages. Nor does Company accept any liability as a consequence of similar concepts being brought to market after submission of the Concept. Inventor acknowledges that similar concepts may be independently developed by the Company or received from other parties, and that the adoption by the Company of any alternative submission, whether received before or after the Information, may be due to market conditions at the time at which such alternative submission is received by the Company and/or the positioning of the similar concepts suggested by the party making the submission (and the strength of the third party’s presentation thereof), as well as to the relative inherent merit of the Concept and the similar submissions. Selection by the Company of alternative submissions, or use of its own development work, shall be without obligation to Inventor.
4.1 The parties do not intend to create any licensing or partnership relationship between them by this Agreement.
4.2 This Agreement contains the entire understanding between the parties in regards to the protection of information which may be exchanged or submitted via the Platform or otherwise, and supersedes any prior or communications and understandings, whether written or oral, between the parties. The terms of this Agreement shall remain in effect notwithstanding any specific statement associated with any particular Information exchanged, and in the event of a conflict between the terms of this Agreement and any such statement, the terms of this Agreement will control. Moreover, no subsequent agreement or modification of this Agreement shall have effect unless put in writing and signed by duly authorized representatives of the parties.
4.3 The parties hereto agree that should any dispute arise concerning the terms, conditions and obligations of this Agreement, any action or other judicial proceeding regarding such dispute may only be submitted to the court of Amsterdam in The Netherlands.
This Agreement and all questions relating to its validity, interpretation, remediation and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of The Netherlands.