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Transfer of Copyright Agreement

By Vigilize | Saturday, January 1, 2011 - Leave a Comment

Transfer of Copyright

Identification: This terms of use agreement (“Agreement”) is between lnfotex Inc. (hereinafter referred to as “Provider”) and Workshop Attendee, Recipient of Provider’s Boilerplate, or person or entity purchasing templates and/or boilerplates from Provider, or anybody using an Infotex boilerplate or template for any reason (hereinafter referred to as “Client”) and for the purpose of authorizing Client’s use of Provider’s copyright therein. It governs the use of materials which are copyrighted by Provider as well as any forms or materials provided by Provider. This Agreement is effective, valid and enforceable when Client (or Client agent, including Infotex) removes the “Boilerplate Language” from the document. This is the blue language found at the beginning of all Infotex boilerplates, and starts with the bold blue word: “Boilerplate” or the bold blue word “Template,” for which without removal would render the document useless.

Assigns: Subject to the terms and conditions of this Agreement, Client is granted a limited, nonexclusive nontransferable, royalty-free license to use, reproduce, distribute, publish, and display the policies, forms, procedures, tools, and training materials provided as a part of workshops as defined below or from any purchase from Provider for Client or any companies, divisions, sister corporations, or affiliates wholly owned by Client. Client may not assign ownership of these documents to any company that is not wholly-owned by Client without the express written permission of Provider.

Scope: This Agreement covers any document provided to Client as a boilerplate or that Client receives via the Provider’s portal. In addition, this Agreement covers documents that may have been customized or partially customized and provided to Client

Transfer of Copyright: Subjects to the restrictions and limitations of this Agreement, Provider grants permission to Client to use, modify, and copyright the documents customized and delivered as described above. The provider may terminate the license granted by this Agreement at any time by providing Client with written notice of termination. Upon termination of this Agreement, all rights and licenses granted to Client under this Agreement shall immediately terminate, and Client shall immediately cease use, reproduction, distribution, performance, and display of the materials.

Restriction of Use: Client agrees that these documents or modified versions of these documents, or documents that are based on these documents, will not be used for any purpose other than helping Client define their Information Security policies and procedures. Specifically, Client agrees that these documents, modified versions of these documents, or documents that are based on these documents, will not be used for any financial institution, healthcare organization or any operation other than Client’s operation. Furthermore, Client agrees to credit Provider in all training documents presented in electronic form. Any document presented to “groups” for the sake of training, except policies and procedures and standards, such as a PowerPoint presentation as well as documents distributed to employees in a group, must credit Infotex. Such credit should be in the form of retaining the Infotex logo in the appropriate place on the document. Policy, procedure, and standard documents do NOT require such credit. To use an example for clarification, the Acceptable Use Policy does not require retention of the Infotex logo. However, use of any of the slides available in the Annual Awareness Training PowerPoint, or distribution of the Comprehension Quiz, would require the Infotex logo be presented in the training session or distributed document. Client represents and warrants that its manner of use of the materials will not violate any federal, state or local law or regulation; infringe the copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any person; or constitute libel or defamation of any person or entity.

Allowable Use: Client is allowed to use these documents for the purpose of documenting policies and procedures in place at Client’s organization or providing training to its employees. Documents may be modified and/or combined. Documents modified as permitted by this Agreement may be copyrighted by Client as long as the copyright is owned solely by Client. Client also agrees that Client will not disclose, directly or indirectly, to any third party these documents except for official audits, examinations, consultations, or subpoena.

Acknowledgment of Value: Client acknowledges that Provider has invested thousands of man-hours in the development of the boilerplates from which these documents were derived and that these boilerplates are considered the intellectual property of Provider.

Mailing List: When Client uses this boilerplate Client also agrees to be added to Provider’s mailing list unless Provider is otherwise instructed.
Injury to Provider: Client agrees that a violation of this Agreement, especially the paragraph labeled “Restriction of Use” above, would be a violation of US Copyright Laws and cause damage to Provider.

Acknowledgment of Retained Copyright: Client understands that Provider retains the copyright to the original boilerplates and Provider will use these boilerplates in other engagements and may provide others with permission to use such boilerplate. Client understands that other organizations may end up with copyrights of documents that will read exactly like the documents that Client copyrights.

Representation of Ownership: Provider has sole ownership of copyrights referred to in this agreement prior to transferring non-exclusive rights to Client. This ownership began in 2001 and was updated as documents were modified.

Waiver of Breach / Jurisdiction: The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. This Agreement shall be construed in accordance with and the rights and obligations of the parties hereunder shall be governed by the laws of the state of Indiana. Unless some other meaning and intent is apparent from the context, the plurals shall include the singular and vice versa; masculine, feminine, and neuter words shall be used interchangeably. In the event of a controversy or a claim arising out of this Agreement which cannot be resolved by the parties to this Agreement, jurisdiction and venue of such dispute shall be solely in Tippecanoe County, Indiana.

Warranties and Limitations: The materials are subject to constant change and therefore should serve only as a foundation for further investigation and study of the current laws and procedures related to the subject matter covered therein. Further, the materials and forms are samples only, are designed to provide general information only, and were designed for use in a particular situation involving parties which had certain needs which these documents met. All information, procedures, and forms contained herein should be very carefully reviewed and should serve only as a guide for use in specific situations. It is the sole responsibility of the Client to comply with local, state, and federal laws regarding the use of the materials and documents referred to herein. The provider is not engaged in rendering legal, accounting, or other professional services and none of the materials are intended to provide personalized legal advice. The materials should not be utilized as a substitute for professional service in specific situations. It is left to the discretion and judgment and is the sole responsibility of each Client to determine what is necessary for his/her own practice. Neither the speakers nor any sponsors can be held responsible for the material, opinions, or any inadvertent errors or omissions in the preparation or presentation of the material. Further, nothing in the materials should be construed as a claim that any materials have been evaluated or approved by any governmental agency. Provider shall not be liable for any damages arising out of the use of these documents. Under no circumstances shall the Provider be liable for any special, indirect, incidental, punitive, or consequential damages of any kind or nature whatsoever, including and without limitation: lost goodwill, lost resale profits, identity theft, loss of data or software, work stoppage or impairment of other goods, whether relating to any claim of breach of any express or implied warranty, breach of contract, tort (including negligence), strict product liability or otherwise, even if Provider is advised of the possibility that such damage could have been reasonably foreseen. Client’s use of any of the materials, or portions thereof, constitutes Client’s agreement to release, indemnify and hold Provider harmless from any such claims or damages, including claims brought by third parties.

Agreed to by infotex and Client: The use of documents constitutes agreement with all provisions of this Agreement.

 


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