Operation Flagship: Application Terms & Conditions
These terms and conditions of use (“Terms of Use”) comprise a legal agreement between Vancouver Maritime Association for Climate (“VMAC”), doing business / operating as Vancouver Maritime Centre for Climate and you, the organization or individual applying under Operation Flagship (“you”) also referred to collectively as the “Parties” or individually as a “Party” herein.
IMPORTANT – READ BEFORE SUBMISSION OF APPLICATION THROUGH THE VMAC WEBSITE.
BY SUBMISSION OF YOUR APPLICATION, YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS HEREIN.
IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT APPLY UNDER OPERATION FLAGSHIP AND MUST EXIT THE APPLICATION SCREEN WITHOUT SUBMISSION OF YOUR APPLICATION.
The purpose of Operation Flagship is to accelerate the adoption of new technologies in our region by demonstrating their effectiveness for our industry, as well as facilitate a cohesive industry conversation to help determine a green shipping strategy specific to our region and possible implementation pathways.
You understand that by submitting an application, VMAC is not guaranteeing your project will be selected nor committing to any financial obligations. The opportunity offered Operation Flagship is a chance to pitch to stakeholders for the purpose of demonstrating the effectiveness of their technology, solution, idea, concept for practical application to full fill the purpose of the Operation Flagship challenge for which you are applying.
As a condition of you signing a pilot project/business/joint industry project agreement or contributing cash and/or in-kind contributions in connection with Operation Flagship, you must be a VMAC member prior to contract signing.
In consideration of the mutual promises and agreements contained in these Application Terms & Conditions and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and VMAC agree as follows:
NON-DISCLOSURE
You are willing to disclose the Confidential Information to VMAC on, and agree that any prior disclosed Confidential Information shall be subject to, the terms and conditions set out herein, including the condition that such information is to be retained in confidence by VMAC and used only as provided herein.
Information, data and all content submitted in connection with the Operation Flagship application (such content, the “Proposal Content”) will be used for project assessment and selection purposes and will be governed by the non-disclosure terms below.
Information provided in the Operation Flagship application “SECTION 3: Project Information, Project Title and Project Summary” will not be subject to confidentiality obligations and VMAC may cause such information to be made public either in part or in whole.
As part of your application, you may in your discretion disclose Confidential Information to VMAC as you believe is required for the purpose contemplated herein. Nothing in this Agreement obligates either party to make any particular disclosure of Proposal Content.
All right, title and interest in and to any Confidential Information of yours, including all proprietary and intellectual property rights therein including all patent rights, trade secrets, trademarks and copyrights, shall remain your exclusive property. No interest, license or any right respecting any of your Confidential Information, other than expressly set out herein, is granted to VMAC under this Agreement by implication or otherwise.
VMAC shall not use any of your Confidential Information in any manner except as reasonably required for the purpose of evaluating or negotiating the Transaction.
VMAC shall:
(a) ensure that all Confidential Information is kept in strict confidence; and
(b) protect your Confidential Information, including by keeping all Confidential Information which is in physical form in a secure place, and exercise in relation to the Confidential Information no lesser security measures and degree of care than those which apply to the VMAC's own Confidential Information, but not less than reasonable care.
VMAC shall disclose the Confidential Information only to those of its representatives and professional advisors (including without limitation legal advisors) who have a need to know the Confidential Information for the purpose contemplated herein. VMAC shall not otherwise directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information of yours to any third party without your prior written consent. VMAC shall be fully responsible to ensure that each of its employees, contractors, agents, representatives and advisors comply with the confidentiality obligations as required by this Agreement and is responsible for any breach of this Agreement by such parties.
VMAC shall, upon your request at any time, immediately return to you all Confidential Information and all copies thereof in the possession or control of VMAC, or destroy such Confidential Information as directed by you. Notwithstanding the foregoing, the VMAC shall be permitted to retain a copy of the Confidential Information to the extent required in order to comply with applicable laws, regulations, and internal document retention policies, provided such Confidential Information is provided and treated with the same protections as is provided under this Agreement.
The provisions of paragraphs 5, 6, 7 and 8 shall not apply to Confidential Information, other than the fact that a Transaction is being considered by the parties, which is compelled to be disclosed by an order of a court of competent jurisdiction or a regulatory body, provided that, where permitted by law, VMAC provides prompt notice to you of any proceeding seeking such an order, so that you have the opportunity to make representations to such court or regulatory body regarding the proposed disclosure or seek a protective order or other appropriate remedy, or if such order is made without notice to you, provided that VMAC provides notice of such order to you prior to making such disclosure if permitted by law. If requested by the you, VMAC shall cooperate with you as is reasonably necessary for you to make representations to the court or regulatory body regarding the proposed disclosure or seek a protective order or other appropriate remedy.
VMAC is aware, acknowledges and agrees that the Confidential Information is of a non-public, confidential or proprietary nature and is sensitive to your business and of importance thereto and this Agreement shall apply to all Confidential Information, whether disclosed prior to the Effective Date or thereafter for the purpose contemplated herein, and shall remain in full force and effect indefinitely, notwithstanding that the Confidential Information and copies thereof may have been destroyed or returned prior to the expiration of such time period.
The Parties agree to act toward each other with the utmost good faith and in the best interests of the other Party.
For the purposes of this contract “Confidential Information” means”
(a) any and all information (whether written, oral, visual, in electronic or computer readable format or in any other form) that is or may be related to the assets, business, operations or affairs of the Disclosing Party or any of its Affiliates, and which is submitted by the Disclosing Party to VMAC as Proposal Content, including but not limited to business plans, services, products, pricing, marketing, clients, prospective clients, strategies, know-how, methodologies, trade secrets, software, modules, sub-systems, client information, system access information, passwords, intellectual property, financial information and forecasts, information concerning staff and management, any information which is obtained as a result of any visit to any facility or location of the Disclosing Party or its Affiliates.
JURISDICTION
This Agreement and the legal relations of the parties will be governed by and construed in accordance with the laws of the Province of British Columbia and federal laws of Canada, without regard to conflict of law principles.
Updated October 16, 2021