As used in this Agreement, the term "Idea(s)" means an idea, innovation or invention which is owned by you. Your submission of an Idea is subject to the following terms and conditions:
1. IDEA SUBMISSION. All Ideas submitted will be first reviewed by us to confirm the submission meets certain requirements and is not missing any required information. The portal will then determine whether to forward the Idea to Truevet. Not all Ideas will be submitted to Truevet for review. Regardless of whether your Idea is submitted to Truevet, the below requirements remain applicable.
2. CONFIDENTIAL IDEAS: Truevet will not consider any Ideas that are confidential or that are subject to any restrictions of or by a third party. We will not accept any Idea in confidence, or on the basis that a confidential relationship is created or exists between you and Truevet, or under a guarantee that we shall maintain the Idea in secret, or on the basis that, apart from this Agreement, an agreement exists, either implied or explicit, or that we will compensate you for our evaluation and/or use of your Idea. By submitting an Idea through this Portal, you acknowledge that such Idea is by definition non-confidential and Truevet may share such Idea throughout its organization with no obligation to keep it confidential.
3. PATENTED IDEAS: We will consider an Idea that is patented or the subject of a pending published patent application only if you agree to rely exclusively on your rights under relevant patent statutes or laws. You understand that you should file for a patent before disclosing your Idea to anyone on a non-confidential basis or you may risk losing the ability to protect your Ideas according to applicable patent law. You acknowledge that Truevet is is not providing you with any legal advice herein or in relation to an Idea. You may wish to consult with a patent attorney prior to submission of any Idea.
4. NO RETURN OF MATERIALS: By submitting an Idea, you acknowledge that Truevet is under no obligation to return any materials to you. Thus, you should not furnish us with anything you expect to be returned. You further agree to allow Truevet to maintain and keep a copy of your Idea for its records.
5. IP RIGHTS: By submitting an Idea, you:
1. Represent that you own all intellectual property rights, including patents, trademarks and copyrights (collectively “IP Rights”) in or to the Idea.
2. Agree to, and hereby do, grant a limited right to your IP Rights in the Idea to Truevet for the purpose of allowing Truevet to review and evaluate the Idea.
3. Agree to waive any claims against Truevet in connection with their review and evaluation of the Idea.
6. NO WAIVER OF RIGHTS BY Truevet: Acceptance or review of Ideas shall not constitute a waiver by us of any rights we had or may have with respect to ideas, products, inventions or information that are proprietary to us, developed or created by us or owned by us whether such rights arise out of an employment relationship or any other type of relationship, contract or communication. You explicitly acknowledge that Truevet may have independently and already developed your Idea or may independently be in the process of developing ideas or concepts similar to your Idea. Truevet shall have no liability to you arising out of this Agreement for any such independent creation, regardless of whether such creation is in the past, present or future.
7. Truevet IS SOLE JUDGE: We will be the sole judge of our interest in your Idea after evaluation. We, in our sole discretion, may decide whether to (1) contact you regarding the Idea submitted, (2) engage in further discussions regarding the Idea submitted, and/or (3) accept the Idea submitted and to enter into an agreement related thereto.
8. NO OBLIGATION OF CONTACT OR FUTURE AGREEMENT: If we decide not to use your Idea, we are not obligated to contact you and/or give you any reason for this decision. Any discussion we may have with you relating to your Idea or any offers we may make to you shall not bind either of us unless and until both of us enter into a definitive written agreement. Such agreement will define all rights and obligations that either of us may have. No discussion or offer shall be deemed or inferred to be an admission of novelty, priority, or originality of your Idea, or that our discussion will lead to a contract or business relationship between the parties.
9. REPRESENTATIONS: You, the submitter, represent and warrant that:
1. Your disclosure of your Idea and any other information you submit to us is not in violation of any commitment or obligation to any former or present employer, or any other third party or organization;
2. You own the entire right, title, and interest in and to the Idea(s) and any other information that you are submitting;
3. You have the full and unconditional right to disclose your Idea and any other information you submit to us, and you have not entered into an agreement with any other party regarding the Idea that may impede such rights;
4. To the best of your knowledge, Truevet is not practicing and/or utilizing your Idea nor has it done so in the past;
5. Your Idea does not violate any applicable law or the rights of any third party;
6. You are at least 18 years old; and
7. Your Idea is not confidential or subject to any restrictions, adverse claims or disputes of or by any third party.
10. RELEASE OF LIABILITY: In consideration of Truevet evaluating your Idea, you release Truevet from any and all liability with respect to your Idea. Of course, you understand that Truevet reserves the right to assert any and all defenses with respect to any claims involving your Idea.
12. ENTIRE AGREEMENT: You agree that this this Agreement contains the entire understanding between you and Truevet and supersedes any and all prior agreements, understandings and arrangements whether written or oral that may exist between you and Truevet with respect to the matters contained in this Agreement. No amendments, changes, modifications or alterations of the terms and conditions of this Agreement shall be binding upon you or Truevet, unless in writing and signed by you and Truevet.
13. GOVERNING LAW; VENUE: This Agreement shall be governed by, and construed and enforced in accordance with, the laws of State of New York, without giving effect to any choice of law or conflicts of law rules or provisions. You agree that any disputes arising out of this Agreement shall be exclusively resolved in a court of competent jurisdiction in the Southern District of New York or in a state court in the borough of Manhattan, New York County, New York. You expressly consent to the jurisdiction of the state or federal courts in the borough of Manhattan, New York County, New York, and waive any objections or right as to forum non convenient, lack of personal jurisdiction or similar grounds. You hereby irrevocably and unconditionally waive all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Agreement.