Cobb Research Initiative: Request For Application Terms and Conditions

Cobb Evaluation Criteria and Process Generally

Cobb reserves the right to consider any and all criteria at its sole discretion with respect to this Request for Proposal (“RFA”) and each proposal, including, but not limited to the criteria set forth herein. Nothing contained in this RFA, creates, nor shall be construed to create, any contractual relationship between Cobb and any Researcher.

Cobb makes no commitment in or by virtue of this RFA to purchase any services or items from any Researcher, nor does receipt of any Researcher's proposal place Cobb under obligation to enter an agreement to purchase goods/services with that or any other person. Expenses incurred in preparing and presenting a proposal to Cobb are the sole responsibility of the Researcher and may not be charged to Cobb in any way. The Researcher specifically agrees that Cobb shall have no responsibility or liability, whether in contract, tort or otherwise, for any loss, damage or liability for its actions in relation to this RFA, or rejecting, considering and choosing among the responses to this RFA. Further, the Researcher agrees that Cobb shall not accept any liability or responsibility for the Researcher’s actions with respect to Cobb or any other person or entity.

After analysis of proposals submitted in response to this RFA, Cobb reserves the right to modify the requirements and terms of this RFA. Cobb may also request resubmission of some or all items from some or all of the initial Researchers.

Following the review of all qualified proposals, Cobb may or may not notify a Researcher that Cobb desires to conduct (or not conduct) further negotiations with your organization. Any acceptance of a proposal by Cobb is contingent upon the execution of a mutually agreeable written research agreement signed by both parties, and Cobb will not be contractually bound to any Researcher prior to execution of the contract.

Confidentiality

This RFA and all information provided by Cobb to Researcher in connection herewith is Cobb confidential and proprietary information. Each party is in possession of valuable confidential, proprietary, technical or commercial information and documentation whether or not designated as “confidential”, “proprietary”, or “trade secret”, and whether or not disclosed before, on, or after Researcher participates in Cobb’s RFA (collectively referred to as “Confidential Information”) including without limitation each party’s business and the parties’ interest in a potential transaction or business relationship, the terms and conditions of this RFA, discoveries, ideas, designs, drawings, specifications, techniques, models, data, computer programs, strategies, documentation, processes, know-how, customer lists, marketing plans, research, development, plans or contemplated actions, trade secrets, and financial and technical information, which are not generally known to others.

Researcher may use such information solely for the purpose of preparing a proposal in response to this RFA. Without the prior written approval of Cobb, Researcher may not disclose to any third party (i) the terms of this RFA, (ii) any information that Cobb may provide Researcher to assist Researcher in developing a proposal, and (iii) Cobb’s decision concerning to Researcher’s proposal, even if Researcher’s proposal is chosen by Cobb.

Researcher will use the same care and discretion to avoid disclosure, publication or dissemination of Cobb’s Confidential Information as the Researcher uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). Researcher will use the Cobb’s Confidential Information only for the purposes reasonably contemplated by Cobb at the time of disclosure of such Confidential Information. Researcher will not translate, de-compile, disassemble or reverse engineer any goods, equipment or other materials that are part of the Confidential Information.

Researcher acknowledges that Cobb may be irreparably harmed if the Researcher breaches (or attempts or threatens to breach) its confidentiality obligations under this RFA. If a court of competent jurisdiction finds that Researcher has breached (or attempted or threatened to breach) any of such obligations, Researcher agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

Ownership of Confidential Information. Each party hereby acknowledges and agrees that, as between the parties, the Confidential Information, and all copyright, patent, trade secret, trademark, trade name, database, design and model or other intellectual property rights (“Intellectual Property Rights”) arising from or related to the Confidential Information, of the disclosing party is the sole and exclusive property of the disclosing party and that no right or license, implied or otherwise, is granted to the receiving party with respect to any of the disclosing party’s Confidential Information. Each party agrees to maintain all of the disclosing party’s Confidential Information free from any legal or equitable claim of title or other encumbrance by it or any third party.

Any disclosure violations by a Researcher will disqualify the Researcher from the RFA process. Except to the extent Researcher’s proposal includes Researcher’s Confidential Information, the Researcher’s proposal shall become the sole and exclusive property of Cobb.