- Purpose
Leela is providing certain products, including but not limited to Quantum Blocs, Infinity Blocs, Travel Blocs, Super Blocs, and Grand Blocs (collectively, the "Products"), to Research Partner for personal evaluation, testing, research, and educational purposes.
- Permitted Use
Research Partner may use the Products for personal use, research, testing, evaluation, and related non-commercial activities.
Research Partner may also continue to conduct independent research, development, manufacturing, and commercialization activities relating to its own products, technologies, services, and intellectual property.
Research Partner agrees not to intentionally copy, replicate, manufacture, or commercialize substantially similar versions of the Products based on confidential or proprietary information received directly from Leela.
- Intellectual Property
All intellectual property rights relating to the Products, including any associated patents, trademarks, copyrights, trade secrets, know-how, and proprietary technology, shall remain the sole property of Leela.
Nothing in this Agreement transfers ownership of any intellectual property from one party to the other.
The parties acknowledge that Research Partner may independently develop technologies, products, concepts, methods, or intellectual property that may operate in similar fields or address similar objectives. Such independent development shall not, by itself, constitute a breach of this Agreement.
- Confidential Information
Research Partner agrees not to disclose any non-public technical information, proprietary materials, manufacturing methods, or confidential business information received directly from Leela to any third party without Leela's prior written consent.
This obligation shall not apply to information that:
(a) is publicly available through no fault of Research Partner;
(b) was already known to Research Partner before disclosure by Leela; or
(c) is independently developed by Research Partner without use of Leela's confidential information.
- Remedies for Breach
In the event of a material breach of this Agreement, either party shall have the rights and remedies available under applicable law.
- No Warranty
THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS.
- Termination
Either party may terminate this Agreement at any time upon written notice.
Upon termination, Research Partner shall discontinue use of any confidential information received from Leela and, upon request, return or destroy any confidential materials provided by Leela.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.
- Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, understandings, or agreements relating thereto.
