Pathway Solutions Inc., Outsourcing Policy
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- the Outsourcer possesses a valid Eligible License, currently in effect, and is not in breach of any of the terms or conditions of such Eligible License, and all license fees have been paid on time, de rigeur, with or without notice from Pathway;
- unless agreed to otherwise in writing by Pathway, the Outsourcee shall not have and agrees to never make claims to any intellectual property pertaining to KEGG Products or Derived Products;
- the Outsourcee does not, and shall never receive any royalties or otherwise any bonus relating to the Outsourcing Services and the Derived Products. In other words, the Outsourcee is conducting its services for a fixed hourly rate (or equivalent thereof) determined in advance by the Outsourcer and the Outsourcee;
- the Outsourcee is only working for one sole KEGG Licensee;
- the Outsourcee shall not download any data from either the KEGG Website or the Pathway Website;
- the Outsourcee shall, after the earliest of (i) termination of the Outsourcing Services or (ii) expiration of the Outsourcer's Elibile License, permanently destroy all copies of any KEGG Data or Derived Products that it may have in its possession;
- the Outsourcee shall never provide any copies of KEGG Data or Derived Products to any party other than to the Outsourcer;
Increasingly, in their efforts to become more and more competitive, many organizations are benefitting from the services of outsourcing providers. We believe that such a relationship in its purest sense is acceptable and is therefore allowed by most KEGG licenses.
To be fair to each of our licensees and to ensure the continuation of the KEGG project through commercial funding, we distinguish between what we call a “pure” outsourcing relationship (which does not require any additional license or license fees), and any other type of outsourcing arrangement. Any outsourcing arrangement that is not a “pure” outsourcing relationship requires a license agreement and possibly the payment of license fees.
Our policy is defined in clearer terms in the text that follows. For any questions concerning our Outsourcing Policy, please contact us at licensing@pathway.jp.
“Pathway” means Pathway Solutions Inc., the exclusive licensing agent appointed by the Kanehisa Laboratory, duly authorized to license KEGG products and to grant the right to third parties to license KEGG products.
“Outsourcing Policy” means this document, which describes Pathway's policy governing the rights and obligations of its licensees concerning any outsourcing relationship.
“Eligible License” means any license agreement provided by Pathway (or its valid licensee) that explicitly grants the right to use the services of an outsourcing provider as provided for in this Outsourcing Policy.
“KEGG Products” means any of the products governed by an Eligible License.
“KEGG Licensee” means the holder of any currently valid Eligible License, for which such holder is not in breach of any of the terms or conditions of such Eligible License, and who has paid all license fees on time, with or without notice from Pathway.
“Outsourcing” means the provision of any kind of service by any third party to a KEGG Licensee whereby such services relate, directly or indirectly, to the KEGG Licensee's use of any KEGG Products.
“Outsourcing Services” means any Outsourcing that is technically related. For clarification, “technically related” means software development, data processing, data management, or any other work except for accounting, sales, and marketing.
“Outsourcer” means the KEGG Licensee who is or intends to hire a third party to provide Outsourcing Services.
“Outsourcee” means the party hired by the Outsourcer that is or will provide Outsourcing Services.
“Outsourcing Relationship” means the relationship between the KEGG licensee and any party providing any Outsourcing Services.
“Pure Outsourcing Relationship” means any Outsourcing Relationship that satisfies all of the terms listed below in the section entitled “Pure Outsourcing Relationship”.
“Acamedic Party” means any legal person who satisfies the conditions of Pathway's Academic Status Policy, as detailed at http://www.pathway.jp/policies/academic_policy.html.
“Commercial Party” means any legal person that is not an Academic Party.
“Party” means either an Academic Party or a Commercial Party.
“Derived Products” means any product that was developed as a result of using any KEGG product.
Any Party intending to provide Outsourcing Services for a KEGG Licensee is permitted to do so under the terms and conditions of an Eligible License, provided that such Outsourcing Relationship is a Pure Outsourcing Relationship as defined below. Such Outsourcing Services provided under a Pure Outsourcing Relationship do not require an additional license agreement or any additional license fees.
Any Party intending to provide Outsourcing Services for a KEGG Licensee, where such Outsourcing Relationship is not a Pure Outsourcing Relationship, must contact Pathway to obtain a valid license before providing such Outsourcing Services.
In the case that any Party providing Outsourcing Services is in breach of the above terms and conditions, both it and the Outsourcer shall be held liable for such breach. The penalty for such breach shall be three times the license fees normally charged by Pathway for a license normally used for such Outsourcing Services.
Any Outsourcing Relationship shall be deemed to be a Pure Outsourcing Relationship if and only if each of the following conditions are satisfied:
In the case of any doubt as to the compliance of any of the above terms, Pathway shall have the final and untrammelled decision.
The KEGG Licensee shall bear full responsibility for any acts or ommissions by the Outsourcee.
This document is intended to communicate Pathway's Outsourcing Policy only and shall have no legal effect whatsoever. The terms and conditions of the Eligible License shall supercede any of the terms and conditions mentioned in this Outsourcing Policy.
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