5.2 IP Rights. Any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, and ideas made or conceived or reduced to practice,
in whole or in part, by (or on behalf of) InCube in its performance of the Services (Inventions), and all intellectual property rights therein, shall be subject to that certain Intellectual Property Agreement between the Parties, dated June 14, 2012 (IPA), including the assignments and licenses set forth therein, and shall be deemed InCube Inventions as defined in the IPA. InCube will promptly disclose all Inventions to Rani.
6. Independent Contractor. InCube agrees to perform the Services as an independent contractor and not as an employee or agent of Rani, and all persons employed by InCube or permitted subcontractors of InCube, if any, shall perform the Services as employees or agents of InCube and not the employees or agents of Rani.
7. Assignment and Subcontract. InCube may subcontract or delegate its duties under this Agreement to third parties without Ranis prior written consent.
8. Confidentiality. During the Term of this Agreement and for so long as Confidential Information (defined below) disclosed by one Party to the other remains proprietary or confidential, neither Party will make any use of or disclose any Confidential Information of the other Party, except for the purpose of providing the Services pursuant to this Agreement. For purposes of this Agreement, the term Confidential Information shall mean any information that might reasonably be considered to be confidential, secret, sensitive, proprietary or private, including but not limited to business plans, inventions, processes, products or proposed products, studies, market analyses, distributor and customer lists, production techniques, product formulations, and internal documentation (whether or not marked confidential), but excluding information which is or becomes available to the general public through no fault of the receiving Party. Each Party will take reasonable steps to prevent the unauthorized disclosure of Confidential Information of the other Party by its employees and agents, including restricting access to Confidential Information to those employees and persons on a need-to-know-basis.
9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, NOTWITHSTANDING THE FACT THAT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Term and Termination.
10.1 Term. This Agreement shall be valid for a twelve (12) month period from the Effective Date (the Term) and upon expiration thereof, the Parties may renew this Agreement pursuant to the terms and conditions defined herein upon mutual consent, or as they may otherwise agree in writing.
10.2 Termination. Rani may terminate this Agreement upon ninety (90) days prior written notice for any or no reason. Termination of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of either Party prior to such termination and shall not relieve either Party of their rights and responsibilities, prior to such termination. Any termination shall be subject to the provisions of Section 11.4 hereof.
ICL Rani Therapeutics-Service Agreement.2019