2.0 About GITAM (Deemed to be University):
Gandhi Institute of Technology and Management, popularly known as GITAM, is an institute of higher education with campuses at Visakhapatnam, Hyderabad and Bangalore in India, having its registered office at Gandhi Nagar, Rushikonda, Visakhapatnam - 530045 represented by Dr D. Gunasekaran, Registrar, hereinafter referred to as “GITAM” which expression wherever it occurs, shall mean and include the representatives, administrators, successors in interest and assign.
3.0 About Mednutra Pvt Ltd:
Mednutra Pvt. Ltd is a company registered under the Companies Act, 2013, having its registered office at PG51, MGM, 81, Chikalsandra, Bangalore-560061 India, represented by Amit Srivastava, CEO, hereinafter referred to as “Mednutra” which expression wherever it occurs, shall mean and include the representatives, administrators, successors in interest and assign.
- GITAM is a teaching and research University with an objective to build a strong presence in Health and Wellness.
- GITAM is creating a Centre for Health and Wellness Innovation (CHWI) to develop science-based research, products and solutions in the field of food and nutrition.
- GITAM is desirous of building an entrepreneurship ecosystem to help students, researchers, start-ups the opportunity to bring robust ideas to market.
- GITAM’s pursuit of research, development, innovation and entrepreneurship, as outlined above is termed as the “Research and Innovation Continuum.”
- In strengthening the Research and Innovation Continuum, GITAM is looking for collaborations and alliances with industry experts.
- Mednutra is a platform that enables business in the field of responsible nutrition by way of: (a) match Making: Connecting Innovators to companies with larger market access; (b) by assisting industry in building a robust responsible nutrition portfolio pipeline; (c) ecosystem networking with support industry like A.I., devices, cold storage supply chains; (d) Connecting to investor community; (e) Connecting to government investment and market access programs
- Mednutra and GITAM share a common purpose in propagating “Responsible Nutrition” and, therefore, are looking to build a partnership.
GITAM and Mednutra agree to combine their respective strengths to collaborate in the following four broad categories:
- Business Networking
- Connecting Nutritional and Foods businesses in the Health & Wellness domain
- Organizing discussions on Transfer of technology
- Introducing to Investment opportunities
- Facilitating e-bazaars and commercialization meetings
- Conducting Science and Business webinars
- Education & Research
- Developing and delivering courses, certificate, diploma programmes and Continuing Education programmes (e.g., diploma or certificate) for professionals in Nutrition, Nutrition Management, Health & Wellness
- Developing curriculum for Food Science & Nutrition programmes
- Commissioning of scientific position papers by influential expert groups
- Organizing seminars, conferences, workshops, etc. to raise awareness about Responsible Nutrition
- Encouraging/ enabling sustainable research activities in GITAM and its Research Centres.
- Policy Advocacy
- Developing and influencing policy positions on matters of relevance and importance (e.g., nutritional standards, claims, labelling, etc.)
- Building membership of industry, government, academic working committees and panels to develop recommendations
- Providing scientific and industry-based advice to regulatory and legal issues in Nutrition, Health & Wellness
- Helping to develop governmental plans to deliver proper nutrition to all strata of society in the country
- Representing responsible nutrition positions in local, regional, national and global communities
- Technology & Consulting
- Strategizing, developing and directing Nutrify India-GITAM incubation hub in the area of Health & Wellness through foods
- Providing technical consulting services to the food businesses in the Health & Wellness domains
- Providing project management, delivery support, regulatory & IPR support
- Driving end-to-end innovation-to-market solutions
- Providing expert consulting for setting up clinical trials and
- Providing scientific advice and approaches to substantiation of nutritional claims
- Providing technical expert consulting to develop world-class food safety management systems for businesses.
6.0 Confidentiality Agreement:
The Recipient shall:
- For the purpose of this agreement Confidential Information shall mean any and all information, which is supplied or disclosed, directly or indirectly, in writing or in any other means, by each Party to the other including, but not limited to any documents, drawings, sketches, designs, materials, samples, prototypes, data, know-how, and which at the time of its disclosure or supply is identified as confidential. Oral information shall be recorded in writing by the Party disclosing it within fifteen (15) days after disclosure, and the resulting document shall specifically state the date of disclosure and designate the information as confidential.
- For the purpose of this agreement the Recipient shall mean the Party receiving the Confidential Information disclosed by the other Party.
- Each Party intends to disclose Confidential Information to the other Party within the framework of this MoU. Nothing in this agreement shall be regarded as compelling a Party to disclose any Confidential Information.
- undertake to keep the Confidential Information confidential and not to disclose it nor to permit the disclosure of it to any third party, except in accordance with clause 6.8. of this agreement, and not to make it available to the public or accessible in any way, except with the prior written consent of the Party disclosing it
- undertake to use the Confidential Information solely for the Purpose of this agreement and not to make any other use, whether commercial or non- commercial, without the prior written consent of the Party disclosing it.
- The obligations specified in clauses 6.4. and 6.5 above shall not apply in the following cases: (i) the Confidential Information was known to the Recipient prior to the time of its receipt pursuant to this agreement otherwise than as a result of the Recipient’s breach of any legal obligation (please clarify this); or (ii) the Confidential Information is in the public domain at the time of disclosure by the Party to the Recipient or thereafter enters the public domain without any breach of the terms of this agreement; or (iii) the Confidential Information becomes known to the Recipient through disclosure by sources, other than the Party disclosing it, having the legal right to disclose such Confidential Information; or (iv) the Recipient proves the Confidential Information has been developed independently by its employees, who had no access to any of the Confidential Information disclosed by the Party disclosing it to the Recipient.
- The Recipient shall limit and control any copies and reproductions of the Confidential Information. The Recipient shall return all records or copies of the Confidential Information at the request of the other Party and at the latest ontermination of this agreement. This shall not apply to Confidential Information or copies thereof which must be stored by the Recipient according to mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.
- The Recipient undertakes to disclose the Confidential Information only to its employees who: (I) reasonably need to receive the Confidential Information for the Purpose of the present agreement; and (ii) have been informed by the Recipient of the confidential nature of the Confidential Information and of the terms of the present agreement; and (iii) have been advised of and agree to be bound by equivalent obligations to those in the present agreement.
- All Confidential Information shall remain the exclusive property of each Party as well as all patent, copyright, trade secret, trade mark and other intellectual property rights therein. The Parties agree that this agreement and the disclosure of the Confidential Information do not grant or imply any license, interest or right to the Recipient in respect to any intellectual property right of the other Party.
7.0 Intellectual Property Rights
The Parties acknowledge that nothing in this MoU and NDA shall affect ownership of any intellectual property rights.
8.0 General terms and Conditions:
- The initial term (“Term”) of this MOU shall be one (1) year from the date of signing, which shall be automatically renewed on a yearly basis for an additional one (1) year each, unless terminated earlier (see below). Any provision of the MOU may be amended from time to time with the consent of both the parties and thereafter confirmed in writing.
- Either party may terminate this agreement upon prior written notice to the other party, which will however be subject to compliance of all the commitments. Notwithstanding any such termination, both parties shall ensure that all activities in progress are completed successfully.
- The parties agree and acknowledge that no other rights are granted except as explicitly stated herein.
- Neither party shall transfer or assign its interest, obligations, or rights to a third party under this agreement without the written consent of the other party , provided that such consent will not be unreasonably withheld.
- The terms of co-operation for each specific activity implemented under this MoU shall be mutually discussed and agreed upon in writing by both parties before the initiation of that firstname.lastname@example.org
- Any financial arrangement for specific project activities shall be agreed upon between both parties for each such activity and reduced into a Statement of Work (SOW) that shall be attached to the MOU. Each SOW shall be governed by the terms of this MOU.
- In the event of any dispute arising between Parties with regard to any terms/conditions or this MoU, the Parties would refer the dispute to a two-member committee consisting of a representative of each of the Parties. The committee would make all efforts to resolve the dispute and interpret the clauses for furthering the purpose of the MoU and cause of the Organizations.
- If the Parties fail to bring about an amicable settlement within a period of 30 (thirty) days, then the courts at Amravati, Andhra Pradesh shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits, which may arise under or out of this Agreement interpreted and enforced in accordance with the laws of the land. The Parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.