CPR PO #: ______ Version: 170208 1 The POC Agreement ..., Lecture notes of Business

Download CPR PO #: ______ Version: 170208 1 The POC Agreement ... and more Lecture notes Business in PDF only on Docsity! Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 1 The POC Agreement template is intended to be used for any presentation that requires more protection than a sale call and yet is not an engagement. The use of the POC template requires a three-step evaluation to determine if it is a sales call or not and if the POC is appropriate. They are: 1. Does the presentation differ from a stereotypical sales call? [If no, then no agreement is required] 2. If yes, is there anything CP (i.e. CSS or the Business) can do to mitigate risk rather than proceed directly to a PSA or other form of contract? For example, use: a. An NDA, b. CP provide a covering letter (outlining limits to the presentation, signed by both parties with consideration), c. Make the presentation/POC part of master terms the vendor already has with CP, etc.)? 3. If yes to 1 above, and No to 2 above, then use of this POC Agreement is required. The POC template will also require the attached Statement of Work outlining the requirements and referencing the POC. Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 2 INFORMATION SERVICES PROOF OF CONCEPT (“POC”) AGREEMENT Made Effective as of: [________________] BETWEEN: CANADIAN PACIFIC RAILWAY COMPANY A corporation incorporated pursuant to the laws of Canada (“CPR”) - and – [***] [INSERT PROPER LEGAL NAME OF SUPPLIER] A corporation incorporated pursuant to the laws of [Insert Province/State of Incorporation] (“Supplier”) WHEREAS: A. Supplier has confirmed their expertise and is actively engaged in the business of providing [Business to Note: Insert language to describe the nature of the Services to be provided by the Supplier. More detailed description of the Services will be entered into the Statement of Work.] services which form the subject matter of this agreement (collectively with any associated Statements of Work the “Contract”); B. CPR is interested in engaging the Supplier to provide Services (and, where applicable, associated Materials) and Supplier wishes to provide the same to CPR; and C. This Contract shall apply to Schedules, Statements of Work, and associated Bill of Goods attached hereto as Exhibit “B” (if any) issued hereunder. NOW THEREFORE, in consideration of the mutual promises and the covenants and agreements set forth in this Contract and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: ARTICLE 1 - DEFINITIONS AND INTERPRETATION See definitions, a copy of which can be found at URL: http://www.cpr.ca/en/about-cp/selling-to- cp/information-technology/definitions (“Definitions”) which are deemed to be attached to and forming part of this Contract. ARTICLE 2 – SCOPE OF SERVICES In accordance with the terms and condition of this Contract, CPR agrees to allow the Supplier to conduct Services, on a non-exclusive and non-binding basis in accordance with the requirements herein, including: 2.1 CPR Requirements [Add CP’s requirements for the POC Service] 2.2. Deliverables [Add CP’s required deliverable at the end of the POC Service] 2.3. Timelines [Add the timeline required to complete the POC] Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 5 (j) CPR and Supplier shall conduct business transactions using electronic data interchange (“EDI”) pursuant to the process identified immediately below. CPR may waive this requirement upon written request by Supplier. (k) Supplier shall submit purchase order related invoices through EDI or ORISS. (l) Invoices without a purchase order shall be rendered in .pdf format and submitted via email or fax (details of which shall be provided on request). ARTICLE 5 – INDEPENDENT SUBCONTRACTOR Supplier is an independent contractor for purposes of this Contract and shall not be deemed to be a servant, employee or agent of CPR. ARTICLE 6 – REPRESENTATIONS AND WARRANTIES Supplier represents and warrants that: (a) Services The Supplier will perform the Services in a safe, diligent and workmanlike manner and use its professional skill, diligence and care. (b) No Material Adverse Effect or Circumstance As at the Commencement Date, the Supplier confirms that there is no fact or circumstance known to Supplier that may or could reasonably be expected to materially and adversely affect the condition (financial or otherwise), property, assets, liabilities, business, operations, or prospects of the Supplier, its Supplier Personnel or any combination thereof. (c) No Actions As at the Commencement Date or any document referencing this Contract, there are no actions, suits, proceedings or outstanding Claims or demands whatsoever instituted, pending or threatened against Supplier nor are there any facts known to Supplier which could reasonably result in any such actions, suits or proceedings. (d) No Untrue Statements Neither this Contract nor any document, schedule, list, certificate, declaration under oath or written statement now or hereafter furnished by Supplier to CPR pursuant to this Contract: (a) contains, or by the hand of the Supplier, or Suppler Personnel, will contain, any untrue statement or untrue representation of a material fact; or, (b) omits, or by the hand of the Supplier will omit, a material fact necessary to make any such statement or representation therein or herein contained not misleading. (e) Good Standing of Supplier Supplier is a corporation/partnership duly incorporated/existing and in good standing under all applicable and relevant laws, is authorized to enter into this Contract and has all permits, license and authorizations necessary to carry on its business and perform or provide the Services and Materials, including pursuant to the laws governing within the province of Alberta. The corporate officer(s) of Supplier signing this Contract, acting Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 6 personally, affirm(s) that Supplier has the power and authority to execute this Contract and perform the Services contemplated herein. (f) Execution and Validity of the Contract By entering into this Contract and the performance and compliance by Supplier with the terms hereof and the entering into all transactions contemplated by this Contract and the performance and compliance with the terms hereof will not: a. Conflict with, violate or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement to which Supplier is a party or by which they are bound; b. Result in a violation by Supplier of any statute, regulation, order, law, ordinance or restriction of Canada or the United States of America, or a province, state, territory or municipality thereof that are applicable to Supplier as a provider of Services to CPR; c. Result in a violation by Supplier of any judgment, order or decree of any court, judicial or quasi-judicial tribunal having jurisdiction over Supplier or Supplier’s property or assets. ARTICLE 7 – CONFIDENTIALITY AND PRIVACY The Confidentiality and Privacy terms, a copy of which can be found in the Definitions, are deemed to be attached to and forming part of this Contract. ARTICLE 8- CPR MATERIALS AND TRADEMARKS The Parties agree: [Check only one box] Materials provided as part of the Services during the Term will remain with Supplier; Materials provided as part of the Services during the Term shall become the property of CPR (without reservation or restriction) in accordance with Article 8.1(b) thru (e) below; and In the event no box is checked, the Parties agree that all Materials shall become the property of CPR at no additional cost and without reservation or restriction in accordance with Article 8.1(b) thru (e) below. 8.1 CPR Intellectual Property (a) CPR retains all Intellectual Property Rights in CPR’s Intellectual Property and all information, materials, or software furnished by CPR to the Supplier. (b) Except when otherwise provided for in Article 7 above, CPR shall have exclusive ownership in all Materials including Intellectual Property Rights in the Materials that are made, prepared, developed, generated, produced or acquired under or in relation to this Contract by Supplier Personnel when they are developed, delivered or paid for by CPR, whichever occurs first. Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 7 (c) Supplier shall grant CPR a perpetual, paid up royalty-free, irrevocable right to internally use (which internal use shall include third parties providing Services for CPR for CPR’s benefit) the (i) Pre-existing Work and Commercial Software incorporated in any Materials to be provided to CPR under this Contract, (ii) User Documentation and (iii) Proprietary Tools, upon payment by CPR for such Materials or at completion or termination of this Contract. (d) Supplier: a. Irrevocably waives in whole all moral rights in, and b. Shall ensure that the Supplier Personnel irrevocably waive in whole all moral rights to, The Materials, made, prepared, developed, generated, produced, or acquired under this Contract including such Pre-existing Work, User Documentation and Proprietary Tools incorporated into any Materials to be provided to CPR under this Contract. Supplier declares that these waivers shall operate in favour of CPR and CPR’s assignees and licensees. (e) Upon completion or termination of this Contract, Supplier shall provide CPR a copy of all Pre-existing Work incorporated in any Materials, its source code, User Documentation and Proprietary Tools, and Supplier grants to CPR: a. An irrevocable, non-exclusive, worldwide, paid up, royalty free license to use, execute, reproduce, display, perform and distribute (internally and externally) copies of the Pre-existing Work included in any Materials, its source code, User Documentation and Proprietary Tools and the right to prepare derivative works based on such Pre-existing Work, source code, User Documentation and Proprietary Tools; b. The right to authorize others to do anything CPR is permitted to do in this Article; and c. An irrevocable, non-exclusive, worldwide, paid up, royalty free license to use, execute, reproduce, display, perform and distribute internally copies of any Commercial Software included in the Materials to be provided to CPR under this Contract. ARTICLE 9 - INDEMNIFICATION Supplier agrees to indemnify and hold harmless CPR its Affiliates, and their respective current and former officers, directors, employees, agents, successors and assigns (“CPR Indemnitees”) from and against: (a) any Claim, arising or resulting from the Suppliers acts or omissions in the provision of the Services and Materials; and (b) Claims which may be brought against CPR by any third party pertaining to the provision of Services under this Contract, (each a “Third Party Claim”). ARTICLE 10 - NON-SOLICITATION During the Term of this Contract and for a period of twelve (12) months following the later expiry or termination of this Contract or a related SOW, the Supplier, and the Supplier Personnel agree not to solicit for employment any person employed by CPR during the Term of this Contract. The Supplier shall gain written agreement from its Supplier Personnel Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 10 ARTICLE 14 - GENERAL 14.01 Governing Law This Contract shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by the laws of the Province of Alberta without reference to its choice of law rules. Each of the Parties hereto attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta and the Supreme Court of Canada. 14.02 Notices All disclosures, Notices or other documents required or permitted to be given pursuant to this Contract shall be in writing and shall be sufficiently given if delivered by hand or reputable courier service or by fax at the addresses defined on the document or to such other address as may be provided from time to time: Any Notice or other document will be deemed to have been given and received: (a) if delivered by hand or by courier, on the first Business Day following the date on which it was delivered; and (b) if sent by fax, on the first Business Day following the date on which it was sent. (c) Any Party may, from time to time, change its address for service by giving Notice to the other Party in accordance with the provisions in the section 12.02. 14.03 Counterparts and Facsimile Any SOW referencing itself to be part of this Contract may be executed in two or more counterparts, transmitted by hand, mail, facsimile or e-mail, each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same agreement. 14.04 Entire Contract This Contract, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous agreements and there are no oral statements, representations, warranties, undertakings or agreements between the Parties modifying the provisions of this Contract. 14.05 No Assignment Supplier shall not assign, subcontract or otherwise dispose of any of its rights, obligations, or interests in this Contract, without first getting the written approval of CPR, which approval may be unreasonably withheld. 14.06 Binding Nature of Contract and No Assignment This Contract shall enure to the benefit of and shall be binding upon the Parties hereto together with their successors and permitted assigns. 14.07 Amendments This Contract including any SOW referencing itself to be part of this Contract shall not be amended except if in writing and agreed to by both Parties. Otherwise, no alteration, purported change or amendment, waiver, or cancellation shall be valid or binding on either Party, Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 11 including, without limitation, any terms contained on a Supplier invoice or other transactional document. 14.08 Time of the Essence Time shall be of the essence in this Contract. 14.09 Further Assurances The Parties covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Contract in accordance with their true intent. 14.10 Provisions Severable If any provision of this Contract is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this Contract and the remaining provisions of this Contract shall not be affected and shall be valid and enforceable to the full extent permitted by law. 14.11 Sub-contractors and Agents The Supplier shall: (a) Ensure that its employees comply with the provisions of this Contract, and (b) Enter into written agreements with its Supplier Personnel, other than its employees, which agreements require such Supplier Personnel to comply with the provisions of this Contract consistent with the obligations imposed on the Supplier. 14.12 Documentation required to Work in Canada The Supplier is responsible to promptly provide all documentation required by the Government of Canada, including the necessary documents to permit the Supplier Personnel to perform the Services in Canada. The Supplier is responsible for all costs associated with Suppliers Personnel. 14.13 Language Laws (Quebec) The parties have requested and agreed that this Contract be drafted in the English language. Les parties aux présentes ont demandé que le présent Contrat soit rédigé dans la langue anglaise. 14.14 Contract Referenced Documents If a document referenced in this Contract by URL cannot be sourced online, please send an e- mail message to IS_Contract_Management@cpr.ca to request a hard copy of the same. Failure to receive a copy of the referenced document shall not waive (or otherwise excuse) Supplier from adhering to the terms and requirements set out in such documents. IN WITNESS WHEREOF, the Parties have executed this Contract by their duly authorized representatives as of the Effective Date. Proof of Concept Agreement CPR Contract #: ___________ CPR PO #: ___________ Version: 170208 12 CANADIAN PACIFIC RAILWAY COMPANY [SUPPLIER FULL COMPANY NAME HERE] ______________________________________ ____________________________________ Name:________________________________ Name:______________________________ Title:_________________________________ Title:_______________________________ Date:_________________________________ Date:_______________________________