AGREEMENT BETWEEN PARTICIPANT AND MSD
The MSD Innovation Factory Challenges (“Challenges”) are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your application to the Challenges constitutes your agreement to all such terms, conditions, and notices.
ELIGIBILITY OF THE ENTRANTS
The Challenges are open to any contestant, defined as (1) a business or non-profit entity or (2) an individual who is 18 years of age or older at the time of entry. All individual members of a team must meet the eligibility requirements, with residence in any location in the world (“Solver”).
By entering, the Solver agrees to:
(a) Comply with, and be bound by, these official rules and the decisions of the Challenges and judges which are binding and final in all matters relating to these Challenges;
(b) Assume any and all risks and waive claims against the MSD and its related entities, except in the case of willful misconduct, for any injury, death, damage, or loss of property, revenue, or profits, whether direct, indirect, or consequential, arising from the Solver's participation in the Challenges, whether the injury, death, damage, or loss arises through negligence or otherwise. The Solver shall be liable for, and shall indemnify and hold harmless the MSD against, all actions or claims for any claim, demand, judgment, or other allegation arising from alleged violation of an individual's trademark, copyright, or other legally protected interest submitted in the Challenges.
(c) Be responsible for obtaining their own liability insurance to cover claims by any third party for death, bodily injury, or property damage, or loss resulting from an activity carried out in connection with participation in the Challenges; and Solvers who are determined at any time to have violated the eligibility criteria will be disqualified from the Challenge.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
Unless otherwise disclosed in the Proposed Solution, you are the owner of the Proposed Solution and the Proposed Solution does not infringe or violate any patent, copyright, trade secret, trademark or other third-party intellectual property right.
ELIGIBILITY OF THE SOLUTIONS
The below criteria of the eligibility of the Proposed Solutions is for illustrative purposes, and should be interpreted in accordance with applicable MSD policies and guidance documents, which may be delivered to Solver from time to time. MSD reserves the right to determine whether the Proposed Solution has met the criteria set herein.
Types of Proposed Solutions which are permissible and eligible for the Challenges:
Types of Proposed Solutions which are not permissible and not eligible for the Challenges:
Applicants can participate in as many challenges as desired. Applicants can also submit one or several solutions per challenge.
If you do not submit your applications before the deadline, we cannot grant extensions or re-open the application process.
All intellectual property rights in the idea or concept presented in the Proposed Solution, independently of the end results of the initiative, will remain as property of the Solver entrant.
Solvers who win the Challenge may sign the collaboration agreements with MSD (´Promoter´), subject to the applicable MSD policies and guidance documents, which may be delivered to Solver from time to time. To avoid any doubt, winning the Challenge does not automatically mean that the Solver is entitled for the legally binding contractual agreement with MSD. The detailed terms and conditions of possible future agreements between Promoter and Solver will be negotiated between the Promoter and the Solver, and will not be linked to the terms and conditions set herein.
CONFIDENTIALITY AND INFORMATION TREATMENT
All the private information provided by the entrants will be confidential. The information related to the Proposed Solution will only be managed by the organizers and delivered to members of the jury, which have the specific task of evaluating solutions proposed. Public information of the participating businesses might be used as part of communication and dissemination propaganda, always in benefit of the event and its participants.
PROGRAM DATES, LOCATION, PRIZES AND REWARDS
Program dates, location, prizes and rewards can be updated or changed by the organizers at any time upon business reasons and needs.
The prize for the 3 winners will consist of up to $20,000 each to roll-out their solution in the local market of each challenge. The actual amount granted to each winner will be decided by the jury at the Final, depending on requirements and characteristics of each solution.
MSD reserves the right to declare one or more prizes void if the quality of the proposed solutions is insufficient.
Prizes will be transferred by MSD to the winning Solvers in the conditions agreed after the Final. The schedule will consider the characteristics of each solution together with any potential milestone negotiated between MSD and each winning Solver.
Local taxation, transfer and exchange fees will be assumed by the winners.
For the solution roll-out, MSD economic support is initially granted for one year. There is no commitment for future support, which will depend at any case on the achievements after 12 months.
The organizers reserve the right to cancel one or several of the challenge tracks to be presented at the Final event because of the limited number of applications, their perceived quality or other relevant reason.
All finalists have the obligation to participate in person in the final event to compete for the prize. If a finalist decides not to travel to the Final event, it will be replaced by the next highest grade of its category.
The program covers travel expenses for a maximum amount of €500, but only if the finalist actually attends. The payment will be made by TICBioMed to the finalist after the Final event, once TICBioMed receives the transfer from MSD.
GENERAL LEGAL RESTRICTIONS
You are responsible for checking applicable laws and regulations in your jurisdiction before participating to make sure that your participation is legal. You are responsible for all taxes and reporting related to any award that you may receive as part of the initiative. You are responsible for abiding by your employer's policies regarding participation in this initiative. The organizers disclaim any and all liability or responsibility for disputes arising between you and your employer related to this initiative. Being an entrant of this program does not imply a legal or commercial relationship between you and MSD.
JUDGES AND JUDGING MECHANISM
A group of judges will be provided by the organizers, which will analyse and rate all the proposed solutions. The finalist for each category will be the solvers who obtain the higher rate in that category. The finalist for each category will be put in contact with the MSD country team that proposed the specific Challenge. It is expected that they collaboratively work to prepare the joint presentation at the Final event.
During the Final event, a classroom jury will rate the Challenge solution for each category based on the finalists’ presentations during the event. A maximum of 3 Challenge solutions will receive funding and other support from MSD.
The main judging criteria are:
Ideally the solution should have its own business model to maximize chances of self-sustainability.
The decisions of the jury are unappealable.
CONFLICT OF INTEREST DISCLOSURE
Participants accept to disclose any conflict of interest during the submission process (see ´Conflict of interest section´ on the registration form). A conflict of interest can occur when any of the participants’ representatives has a financial, commercial, legal, or professional relationship with MSD, or with the people working for MSD, that could influence the selection process and further deployment of the solution. In case a conflict of interest is detected and not properly reported via the official MSD Innovation Factory application form, the candidate will not be selected and MSD reserves the right to select another potential finalist.
MSD DUE DILIGENCE PROCESS
Once a winner is selected at the Final event and before moving to the pilot roll out phase, the winner agrees to submit and comply with MSD due diligence process (a set of questionnaires regarding commercial background), as per requested by the procurement department.
By presenting a proposed solution the solver is automatically accepting the Terms and Conditions specified in this document. Any request not contemplated by these Terms and Conditions shall be resolved by the organisers, and participants will abide by such decisions as final. The organisers reserve the right to modify any aspect that in its opinion is an improvement in the initiative and its procedures.