Roamer Partnership Agreement
By joining the RoAD Partnership you agree to the aims and terms of the Partnership
and the Non-Disclosure-Agreement.
The Roamer Activity Development
Partnership Programme aims to create the open source free activities.
As a partner you will:
Receive discounted or free equipment 1
Liaise with Valiant designers to explore the possibilities
Receive editorial and graphical support to help you produce
high quality materials
As part of the partnership agreement you will work with Valiant to:
Develop vision, goals and objectives on the use of educational
Develop an action plan
Work with the monitoring and evaluation team
Your work on has to be different to the work of other partners or existing activities.
Other than this stipulation you are free to work on any activity or research
project you wish. Valiant is very flexible about the scheme: it is all a matter
of what works best for both partners and what will help produce the best activities
to help teachers and children.
What Happens to the Activities?
The activities will be posted to the Valiant web site and made available to
teachers and educators as an open source open content resource2.
You will be publicly credited for you contribution.
Are the Activities Free to Teachers and Schools?
Yes. Valiant do not charge schools for the activities. However, they do reserve
the right to charge for Roamer Behaviours they have to create to support the
Road Partnership Confidentiality and Non-Disclosure
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement") is
entered into by and between VALIANT TECHNOLOGY LTD a United Kingdom company
having its principal place of business at Valiant House, 3 Grange Mills, Weir
Road, Balham, London SW12 ONE, England ("Company") and anyone (Partner)
agreeing to enter a RoAD Partnership with the company.
The Company and Partner are entering into a formal or informal partnership arrangement
either formally or informally regarding the company’s products in general,
but specifically relating to the Company’s Roamer-Too® product (also
known as Roamer).
As part of the Partnership, it will be necessary for the Company to disclose
to Partner Confidential Information (as such term is defined below) which is
proprietary to the Company.
The Partner acknowledges that its disclosure of such Confidential Information
to third parties would cause serious and irreparable damage to Company.
NOW, THEREFORE, in consideration of Company entering into negotiations with
Partner, and of the premises and covenants contained herein, and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:
1.The Confidential Information. Company hereby agrees to disclose to
Partner certain confidential and proprietary information concerning certain
technology, know-how, data and/or other information belonging to the Company
and relating to its current and/or proposed products and operations (hereinafter
referred to collectively as the "Confidential Information"). "Confidential
Information" shall include all information, technical data or know-how,
including, but not limited to, that related to the Company's research, ideas,
formulas, products, software, services, development, inventions, processes,
techniques, designs, drawings, engineering, marketing pricing, customers, suppliers
and finances disclosed by the Company to Partner either directly or indirectly
in writing, orally or by drawings or inspection of parts or equipment.
2. Non-Disclosure of Confidential Information.
Partner hereby agrees not to disclose Confidential Information to any other
person or entity except as herein permitted and undertakes to use its best efforts
to prevent any inadvertent disclosure of Confidential Information to others.
3. Limited Use. Partner agrees not to use Confidential Information for
its own use or for any purpose other than to evaluate whether Partner desires
to become involved with the RoAD Partnership, or, if Company and Partner should
enter into a RoAD Partnership, to carry out the work of the Partnership.
4. Compliance: hereby agrees not to disclose the Confidential Information
to any third parties or to any of its employees, except such employees as are
reasonably required to have access to the Confidential Information to evaluate
the business possibility. Partner further undertakes to ensure that its employees,
former employees and agents or independent contractors comply fully with the
confidentiality and non- disclosure obligations hereby imposed.
5. The obligations of paragraphs 2, 3 and 4 hereof shall terminate with respect
to any particular portion of the Confidential Information, but only with respect
to such portion:
(a) when Partner can document that (a) such information was in the public domain
at the time of Company's communication thereof to Partner or (b) it entered
into the public domain through no action of Partner subsequent to the time the
Company communicated it to Partner;
(b) which was developed by Partner and in the possession of Partner prior to
Partner's receipt of the Confidential Information from the Company; or
(c) upon the prior written consent of the Company.
6. Copyrights, Trademarks, etc.. Partner acknowledges the Company's
exclusive rights in and to all copyrights, trademarks, trade names, design rights
and patents now or hereafter applied for or granted in connection with the Confidential
Information. All materials including, without limitation, documents, drawings,
models, apparatus, sketches, designs and lists furnished to Partner by the Company
shall remain the property of Company, and nothing contained herein shall be
construed as giving Partner any license or rights with respect to any information
or materials, which may be disclosed to Partner including, without limitation,
Confidential Information. Partner shall make no copies of any Confidential Information
without the prior written consent of Company and Partner shall return to Company
promptly at its request all Confidential Information along with all copies made
thereof and all documents or things containing any portion of Confidential Information.
7. Third Parties. Partner hereby undertakes that all communications
from Partner to personnel and authorised representatives of Company shall not
be in violation of the proprietary rights of any third party and shall be made
without any obligation of confidence.
8. Term. Except as otherwise indicated herein, this Agreement shall
continue in effect during and after any discussions or negotiations relating
to the possibility of Company and Partner entering into a business relationship,
as contemplated herein.
9. Injunctive Relief. Partner acknowledges that any violation of this
Agreement will cause Company immediate and irreparable harm. Therefore, upon
any actual or impending breach of this Agreement by Partner, Company shall be
entitled, and Partner hereby consents, to the issuance by any court of competent
jurisdiction of temporary, preliminary and permanent injunctions, without bond,
restraining any such breach by Partner and any other person or entity acting
in concert with Partner or to whom all or part of the Confidential Information
may have been disclosed. Partner understands that the foregoing injunctive relief
shall be in addition to and shall not limit in any manner the availability of
any other legal remedy.
10. Unenforceable Provisions. Each portion of this Agreement is severable.
If any provision is found to be void or unenforceable by a court of competent
jurisdiction, the remainder of this Agreement as modified by order of such court
shall be enforceable and all other provisions shall remain binding and in effect.
If any provision is unenforceable because of the breadth of area, subject or
time to which it applies, such provision shall be enforced to the fullest extent
permissible under the law of the jurisdiction where enforcement is sought.
11. Legal Fees. In any dispute between the parties arising under this
Agreement, the prevailing party shall be entitled to legal counsel’s fees
and other costs of litigation in addition to all other remedies.
12. Benefits. This Agreement shall inure to the benefit of and be binding
on the heirs, personal representatives, successors and assigns of the parties.
13. Entirety. The recitals in this Agreement are hereby incorporated
herein, and each statement of fact therein about a party is hereby represented
by such party to be true. The parties further acknowledge that each has read
this Agreement, understands it, and agrees to be bound by its terms. The parties
further agree that this Agreement is the parties' entire agreement with respect
to its subject matter. This Agreement may not be explained or supplemented by
any prior or existing course of dealing between the parties, usage of trade
or custom, or by any prior performance between the parties pursuant to this
Agreement or otherwise. This Agreement may be modified only by a written instrument
signed by each of the parties.
14. Constructions. Headings herein are for convenience only and are
not part of this Agreement.
- By applying to join the RoAD Partnership Bulletin Board the Partner Accepts
these terms and conditions.
- The Partner further agrees to these terms when they log onto the RoAD Partnership