This Intellectual Property Rights Agreement (“Agreement”) outlines the ownership, usage rights, and responsibilities related to intellectual property (“IP”) created, shared, or utilized in the course of services provided by Digital Rugby, a brand operated by 1 Point 3 Creative Ltd (“Provider”), to the Client.

By accepting a Quotation or Client Order, the Client agrees to be bound by this Agreement. This Agreement is applicable as of the date of the Quotation or Client Order.

1. Purpose

This Agreement sets out the ownership, usage rights, and responsibilities related to IP created, shared, or utilized in the course of services provided by Digital Rugby to the Client.

2. Definitions

2.1 Intellectual Property (IP): Includes but is not limited to designs, software, code, content, graphics, trademarks, patents, copyrights, trade secrets, and other proprietary materials created or used during the engagement.

2.2 Work Product: Refers to all deliverables produced by the Provider for the Client, including but not limited to website designs, content, software code, and marketing materials.

2.3 Background IP: Any IP that the Provider owns or licenses prior to or independently of this Agreement.

2.4 Third-Party IP: Any IP owned by a third party and licensed for use in the Work Product.

3. Ownership of Intellectual Property

3.1 Work Product Ownership:

  • Upon full payment of fees as outlined in the applicable Quotation or Client Order, the Client will own all rights, title, and interest in the Work Product delivered by the Provider.
  • The Client grants the Provider a perpetual, royalty-free license to use the Work Product for portfolio, marketing, or case study purposes.

3.2 Background IP:

  • The Provider retains all rights to Background IP, including methodologies, tools, and proprietary systems used to deliver the Services.
  • The Provider grants the Client a non-exclusive, non-transferable license to use Background IP solely for the purposes outlined in the Quotation or Client Order.

3.3 Third-Party IP:

  • Ownership and usage of Third-Party IP will be subject to the terms of the applicable third-party licenses.
  • The Provider will inform the Client of any Third-Party IP incorporated into the Work Product.

4. Licensing and Usage Rights

4.1 The Client agrees to:

  • Use the Work Product and Background IP solely for its intended purpose.
  • Not sell, sublicense, or distribute the Work Product or Background IP without prior written consent from the Provider.

4.2 Any unauthorized use of the Provider’s IP may result in termination of the license and legal action.

5. Warranties and Representations

5.1 The Provider warrants that:

  • The Work Product is original and does not infringe on the IP rights of any third party.
  • It has the right to grant licenses for Background IP and Third-Party IP used in the Work Product.

5.2 The Client warrants that:

  • All materials provided to the Provider are owned by the Client or licensed for use.
  • The Client has the authority to grant the Provider the right to use such materials in the Work Product.

6. Confidentiality

6.1 Both Parties agree to:

  • Maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement.

6.2 Confidential information does not include information that:

  • Is publicly available at the time of disclosure.
  • Becomes publicly available through no fault of the receiving Party.
  • Is independently developed by the receiving Party.

7. Indemnification

7.1 The Provider agrees to indemnify and hold the Client harmless from any claims, damages, or liabilities arising from IP infringement related to the Work Product.

7.2 The Client agrees to indemnify and hold the Provider harmless from any claims, damages, or liabilities arising from:

  • Use of materials provided by the Client.
  • Unauthorized use or modification of the Work Product by the Client.

8. Term and Termination

8.1 This Agreement will remain in effect for the duration of the engagement and any subsequent use of the Work Product or Background IP.

8.2 Upon termination of the Agreement:

  • The Client will cease using any Background IP unless otherwise agreed.
  • The Provider will deliver all Work Product upon receipt of full payment.

9. Governing Law and Dispute Resolution

9.1 This Agreement is governed by and construed in accordance with the laws of England and Wales.

9.2 Any disputes will first be resolved amicably through negotiation. If unresolved, disputes will be subject to mediation under the rules of [Insert Mediation Institution].

9.3 Unresolved disputes may be submitted to the exclusive jurisdiction of the courts of England and Wales.

10. Notices

All notices under this Agreement must be in writing and delivered to:

  • Digital Rugby: 29 Mindaro Way, Rugby, CV22 5GJ, United Kingdom