General Terms and Conditions
Policies, terms, and legal stuff
1. These General Terms and Conditions, together with an applicable partner agreement, form a binding agreement between the Parties.
2. For each specific project, a final agreement (“Final Agreement”) shall be entered into between the Parties. Such Final Agreement shall contain the terms and conditions for the project and clearly define the respective rights and obligations of each Party.
3. With the exception of the items 4 (intellectual property rights), 5 (confidentiality),6 (non-solicitation of customers clause), 8 (contract term) and 9 (resolution of disputes), the Parties agree that this Agreement does not constitute a legally binding obligation for any Party to enter into a Final Agreement or that, if a Final Agreement is entered into, these should be given specific content.
4. The documentation and materials provided by one Party to the other Party pursuant to this Agreement (including the relevant rights and intellectual property rights but not limited to data, concept and know-how) shall be held by the first-named Party with unrestricted exclusive ownership and thus remain subject to the first-named Party’s exclusive right of determination and control. Neither Party is entitled, for their own account or for another, to use such documentation or such rights without obtaining the first-named Party’s prior written consent.
5. Any and all information of a technical, commercial or other nature provided to the other Party pursuant to this Agreement shall be deemed to be information that is subject to a duty of confidentiality. Information subject to a duty of confidentiality shall be used solely for the purpose of fulfilling the obligations of this Agreement and shall, not under any circumstances, be disclosed to third parties without the prior written consent of the other Party. Upon termination of this Agreement, or at the request of the other Party, the Parties shall promptly return and/or destroy documentation and any other materials containing information subject to a duty of confidentiality that has been received by the other Party, plus confirm in writing that this has occurred.
6. The Parties undertake not to directly or indirectly, themselves or via others, actively attempt to recruit or solicit the other Party’s employees for the duration of the validity of this Agreement or Final Agreement between the Parties plus during a period of time for 12 months thereafter.
7. This Agreement becomes effective upon both Parties’ signing the Agreement and remains in effect until further notice, with a notice of termination period of one (1) month from either party. The termination of this Agreement shall not affect the validity of any other agreements entered into between the Parties. The Party’s commitments and obligations pursuant to sections 4, 5 and 6 shall remain in effect even after the termination and conclusion of the Agreement.
8. Swedish substantive law shall apply to this Agreement. Any disputes arising in connection with from this Agreement are to be settled with finality by an arbitration procedure administered by the Stockholm Chamber of Commerce’s Arbitration Institute (the “Institute”). The arbitration procedure shall be conducted in Gothenburg and the language of the proceedings are to be Swedish. The rules for expedited arbitration shall apply unless the Institute, taking the complexity of the case, the amount in dispute, or other circumstances, decides that the general Arbitration Rules shall be applied. In the latter case, the Institute shall also decide whether the arbitration tribunal shall consist of one or three arbitrators. If the amount in dispute in the claims raised does not exceed the current price base amount according to the Swedish Social Insurance Code (2010:110), the dispute shall be settled at first instance by the district court in Gothenburg. A Party also has the right to petition for an order to pay at the Swedish Enforcement Authority, for such a claim. The Parties undertake, without limitation in time, not to reveal the existence of or the contents of the arbitral award in connection with this Agreement, nor information concerning negotiations, arbitration proceedings or mediation in connection thereto. The provisions of this section do not apply in the event it is otherwise provided by law, other regulation, an order of a public authority, stock exchange rules or generally accepted practice in the stock market, or otherwise required for the execution of a judgment.