Deliverables Support Services Participation Agreement
Last Updated: January 18, 2023
1. Deliverables Support.
A. Eligibility. Deliverables Support is available only for eligible projects. Catalant has the discretion to deem projects ineligible. To be an eligible project, the project must be sourced via Catalant’s Expert Marketplace, and the end client must be a customer on the Expert Marketplace. In addition, Catalant evaluates the eligibility of the projects using the following criteria:
- End client industry
- Scope of requested services
- Size of project (projects with more than 40 slides may be subject to additional conditions depending on current volume)
- Participant’s compliance with this Agreement
- Bandwidth or resource constraints
B. Process. Participant may engage Catalant for Deliverables Support for eligible projects (as described in Section 1.a) by following the process described below:
- Participant must submit a completed request form (located on the Deliverable Support homepage) no fewer than five (5) full business days before Participant requires deliverables returned for their review.
- Catalant will verify that the project is eligible for Deliverables Support and contact Participant with next steps.
- Participant will provide the necessary Participant Materials and instructions for the project via email and email attachments. Links to app-based documents are not accepted (e.g., Google Slides).
- The first draft will be sent to Participant as an editable presentation for review. Any feedback to the first draft must be provided within 7 days following receipt of the first draft. If requested, a second draft will be sent to Participant as an editable presentation for review. Any feedback to the second draft must be provided within 7 days following receipt of the second draft.
- The final End Client Deliverable will be provided to Participant as an editable presentation.
For each of the above steps, Catalant aims for a turnaround time of 2-3 business days from the date any required materials and feedback are provided to Catalant. Participant should include any specific instructions in the deliverables request form, at the time Participant Materials are provided to Catalant, and/or in the first and second round revisions. Please be as detailed as possible. Any ambiguous instructions or any instructions, documents, materials or assets not provided in due time will not be incorporated or considered. Catalant may administer a survey for Participant’s completion about Participant’s experience with Deliverables Support for the project.
2. Term and Termination. This term of this Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement (the “Term”). Participant may terminate this Agreement for any or no reason with seven (7) days notice to Catalant. Catalant may suspend or terminate this Agreement or the provision of Deliverables Support at any time for any or no reason upon notice to Participant. Upon the expiration or termination of this Agreement, Sections 3, 4 and 5 will survive.
3. Ownership of Materials.
A. Participant Materials. In the course of providing Deliverables Support, Participant may provide Catalant and/or Catalant Service Providers content or other materials about or related to Participant and/or its end client(s) (“Participant Materials”). Participant hereby grants to Catalant and Catalant Service Providers a non-exclusive, sublicensable and limited license to use the Participant Materials to provide Deliverables Support to Participant. As between the parties, Participant retains all right, title and interest in and to the Participant Materials, any modifications made to the Participant Materials, and all Intellectual Property Rights (as defined herein) in and related to the foregoing. “Intellectual Property Rights” means all patents and inventions (whether or not patentable), copyrights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing. Notwithstanding anything contrary in this Agreement, Participant will not provide Catalant or Catalant Service Providers any personally identifiable information (other than Participant’s name and email) and sensitive personal information (including, without limitation, social security numbers, national identity card numbers, credit card information, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, and health care data) in connection with Deliverables Support or this Agreement.
B. Deliverables. The end client deliverables for which Deliverables Support has been provided (“End Client Deliverables”) may incorporate certain third-party materials, such as slide template designs (“Third Party Materials”). Catalant will ensure Participant and its end client(s) for whom the End Client Deliverables were created have the right and license to use such Third Party Materials as incorporated into the End Client Deliverables.
C. Usage Rights. Participant grants Catalant a non-exclusive, perpetual, irrevocable and sublicensable license to use, publish, disclose, display, perform, copy, make, have made, use and sell products or services embodying anonymized information and data derived from the project submitted by Participant, so long as Catalant does not disclose to any third parties any Participant confidential information, any end client confidential information, Participant’s identity, or the identity of any end clients. For example, Catalant may use the number of slides in Participant’s projects to determine the average slide deck size of projects.
4. Conditions; Limitation of Liability. Deliverables Support is provided to Participant at no charge. Participant agrees and represents that: (a) Participant will not use Deliverables Support for any purpose that is unlawful or prohibited by this Agreement and will comply with all applicable laws; (b) entering into this Agreement or its use of Deliverables Support will not result in Participant’s breach of or default under any agreement or arrangement to which it is bound (including, without limitation, any obligations to its end clients); and (c) Participant has all requisite ownership, rights, authorizations and consents to grant the licenses described in this Agreement. Participant understands and agrees that it is Participant’s sole responsibility to store and maintain its own records of the Participant Materials and End Client Materials. Deliverables Support involves the formatting and design of Participant Materials and does not include copywriting, editing, proofing, or fact checking; Participant is solely responsible and liable for the substance and accuracy of the End Client Deliverables and ensuring that the End Client Deliverables comply with end client requirements and any applicable laws or regulations. Participant will defend, indemnify, and hold harmless Catalant, Catalant affiliates, Catalant Service Providers and their employees, directors, officers, and shareholders, against any and all third-party claims arising from (i) its negligence, willful misconduct or fraud, (ii) its breach of this Agreement, (iii) its use of Deliverables Support, or (iv) any claim relating to the Participant Materials, including any claim that the Participant Materials infringe, misappropriate or violate the Intellectual Property Rights, publicity rights, or privacy rights of a third party. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE EXPERT TERMS, DELIVERABLES SUPPORT IS PROVIDED “AS-IS” WITH NO EXPRESS OR IMPLIED WARRANTY. CATALANT DISCLAIMS, AND PARTICIPANT WAIVES, ANY AND ALL LIABILITY ARISING FROM DELIVERABLES SUPPORT, THE END CLIENT DELIVERABLES, AND THIS AGREEMENT.
5. General. Any notice under this Agreement must be in writing and delivered via email, nationally recognized overnight express courier (signature required), or registered or certified mail with postage prepaid and return receipt requested as follows (unless another address is given by written notice): for Catalant, Catalant Technologies, Inc., Attn: Legal Department, 25 Thomson Place, 3rd Floor, Boston, MA 02210 with email copy to firstname.lastname@example.org; and for Participant, the address and/or email provided in Participant’s Catalant account. All notices will be effective upon receipt. The parties are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. Any claims or legal actions by either party will take place in any state or federal court in the Commonwealth of Massachusetts. Neither party may assign this Agreement to a third party without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign without consent to an affiliate or successor entity in a merger, consolidation, business combination or sale of all or substantially all of its assets to which this Agreement relates. This Agreement may be amended by Catalant upon notice to Participant or by mutual written consent. If any part of this Agreement is unenforceable, the rest will remain in effect. A party’s waiver of any breach of the other party will not constitute a waiver of any subsequent breach. This Agreement is the entire understanding between the parties regarding the subject matter of this Agreement and supersedes all prior agreements related hereto.