CONTENT DEVELOPMENT BETWEEN INTELLIGENT HEALTHCARE SOLUTIONS AND MR OMATSEYE EJUMOTAN.
18, Mobolaji Bank-Anthony Way,
off Toyin Street,
This Agreement made the 19th day of January, 2021.
Intelligent Healthcare Solutions, a company incorporated under the laws of Nigeria and having its office at ……. Street, (hereinafter referred to as “The Company” which expression shall, where the context so admits, include its successors-in-title and assigns) of the one part.
Mr Omatseye Ejumotan with his address at 5 Ladipo Latinwo Crescent, Off Admiralty Way, Lekki Phase 1, Lagos, (hereinafter referred to as “The Consultant” which expression shall where the context so admits, include their successors-in-title and assigns) of the other part.
- The company is desirous of creating and operating a medical software called “Thummim” which is and shall remain the sole property of Intelligent Healthcare Solutions
- The consultant, a professional, has been consulted for the purpose of developing content for “Thummim”
- The undersigned hereby enter into this Agreement so as to demarcate the amplitudes and parameters for the instant and future legal obligations in respect of the substratum of this agreement
- Further, the parties to this agreement undertake to be bound by a duty of Confidentiality with respect to the sources, contacts processes and procedures made available to them during the pendency of this agreement.
Definitions And Interpretation
1.1 In this Agreement, including the recitals and Schedules, unless the context otherwise admits or requires:
- The Company: means all the shareholders of Intelligent Healthcare Solutions
- The Consultant: refers to Mr Omatseye Ejumotan
- Thummim: means a medical software which provides medical services to healthcare students and other healthcare practitioners and is the sole property of Intelligent Healthcare Solutions
- Content means articles meant to be used for the purpose of education and Continuous professional development.
- Business Days: means days other than Saturdays, Sundays, Federal public holidays and public holidays generally in Nigeria.
- References in this Agreement to the singular include the plural and vice versa and references to the masculine gender include the feminine and neuter genders and vice versa.
- References in this Agreement to persons include companies, partnerships, government departments and agencies and all other forms of body corporate or unincorporated.
- References in this Agreement to laws and statutory provisions or orders and regulations made thereunder shall be construed as referring to those laws, provisions, orders and regulations as respectively amended or re-enacted from time to time.
- The headings in this Agreement are for ease of reference only and are not part of this Agreement for the purposes of construction.
In furtherance of the foregoing, it is Agreed as Follows:
In consideration for the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby by the parties, the parties hereby agree as follows:
- The consultant hereby undertakes to develop (during the pendency of this agreement) materials on our E-learning platform to be utilized on thummim as well as the general content of thummim, i.e., courses, trainings and publications
- In furtherance of the foregoing undertaking, it is hereby agreed and understood that the articles and publications that the consultant shall write and develop shall be used as content on thummim and shall be subject to peer review the purpose of which is to maintain and enhance the quality of the work to be generated
- Further, the consultant undertakes to permit the use of his name and title on thummim’s products,
- The company undertakes that in consideration for the services which the consultant shall render under this agreement he shall receive a fee which shall be mutually agreed upon. Provided that an agreement as to the precise professional fee for the consultant shall be reduced to writing and such written agreement is hereby incorporated into this agreement by reference.
- The parties to this agreement hereby undertake to use their best efforts to protect the ideas, concept, business sources, names, addresses, e-mail address, telephone and tele-fax or telex numbers that have emanated from the relationship herein created from being disclosed to any person whatsoever without the express written permission of the company fist had and obtained.
- Further to the foregoing, the parties to this agreement undertake not to make use of a third party to circumvent or overreach the extant stipulations contained herein.
- The terms of this agreement shall become operative upon its execution and shall be subject to review within a period of six months thereafter as might become necessary.
- Unless extended, this agreement shall subsist for an initial period of Two Years only, commencing from the date first above written.
- Without prejudice to the above, this agreement shall be deemed renewed for another term of TWO Years where either party to this agreement does not, within a month of the expiration of this agreement communicate in writing an intention to discontinue the agreement.
- In the event that either party wishes to discontinue with this agreement, they SHALL communicate this intention in writing to the other party not later than two weeks preceding the intended withdrawal.
- Further, where the article/training is downloaded/accessed from the thummim platform, the consultant shall receive an amount that is equivalent to 70% of the value of any such downloads.
- The consultant will be given back end access to view the number of downloads for his/her content
- Thummim platform is to publicize the materials of the consultant on the platform.
Governing Law and Jurisdiction
- This Agreement shall be governed by and construed in all respects in accordance with the Laws of the Federal Republic of Nigeria and the parties irrevocably agree that the Nigerian Courts shall have exclusive jurisdiction in respect of any proceedings, disputes or conflicts which may arise out of or in connection with this Agreement.
10. Force Majeure
Neither party hereto shall be liable for any failure to fulfill any term of this Agreement if fulfillment has been delayed, hindered, interfered with or prevented by Force Majeure which for the purposes of this Agreement shall mean any event or circumstance (i) which is beyond a party’s control (ii) which such party could not have reasonably provided against before entering into this Agreement (iii) which, having arisen, such party could not have reasonably avoided or overcome and (iv) which is not attributable to the other party.
Without prejudice to the generality of other provisions of this agreement, Force Majeure shall include the following events or circumstances:
10.1. war, hostilities (whether war be declared or not), invasion or act of foreign enemies;
10.2. rebellion, terrorism, revolution, insurrection, military or usurped power or civil war;
10.3. riot, commotion, disorder, strike, lock-outs and national or state-wide strikes which are beyond the control of the parties;
10.4. operation of the forces of nature such as earthquake, hurricane, lightning, typhoon or volcanic activity;
- This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and no modification, amendment, waiver or discharge of this agreement or any provisions thereof, shall be binding upon either party unless confirmed by a written instrument signed by two officers of the company or the board.
- No waiver of any provision or default under this Agreement shall affect any of the parties’ rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default whether or not similar.
- If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this Agreement shall not be affected.
Cost and Expenses
- Each party shall pay its own costs in relation to the negotiations leading up to this Agreement and to the preparation, execution and carrying into effect of this Agreement and all other documents referred to in it.
- This Agreement shall be executed simultaneously in any number of counterparts.
- Any notice or communication to be given or made under or in connection with this agreement may be delivered orally or sent by post or reputable courier to the addresses of the parties as set out on page 1 of this Agreement (such addresses being referred to in this agreement as the “contact address” of the relevant party); or sent by email or text messages to the email address or phone numbers of the individual parties to this agreement
With the exception of notices or communications sent via email or text message, any notice or other communication so delivered or sent shall be deemed to have been served at the time when it arrives at the address to which it is delivered or sent except that if that time is between 5.30 p.m. on a Business Day and 9.00 a.m. on the next Business Day it shall be deemed to have been served at 9.00 a.m. on the second of such Business Days.
Where either party has given notice to the other of any different address or number to be used for the purposes of this Clause then such different address or number shall be substituted for that shown above.