Memorandum of Understanding

CogX App Pilot Programme

Between:

CogX Ltd a UK Limited company with registered office at 20 Air Street, London, W1B 5AN (“CL”).

 

and

[Organisation Name] a [Organisation Type] with registered office at [Registered Office].

 

This memorandum of understanding (“MoU”) sets out the terms and understanding in relation to being a Pilot Partner/Organisation (“PP”) of the CogX digital platform and mobile app (“CogX”).

Where:

CogX: is a provider of a digital platform and mobile application for users to access factual audio and video content for learning, and for organisations and individuals to distribute factual audio and video content.

  

CogX App: is the name given to the CogX digital platform and mobile app.

The CogX App enables users to explore, follow and share short form snippets of a curated selection of long form podcasts in a personalised feed, and to connect with like minded people. Amongst other features, all users can set learning topics at which point their feed can be filtered by these learning topics, and they can access a curated explore page of the best snippets on the CogX App.

CogX App Pilot Programme: is the name of the agreed programme, referred to as Pilot.

Pilot Organisation: is the organisation participating in the Pilot, in order to explore the CogX App use cases and specifically its ability to help and inspire employees to stay up to date with the latest thinking on topics that matter to them and their organisation.  A Pilot Organisation will also play a key role in shaping the CogX App, influencing features and functionality.

  

Exec Sponsor: is the organisation’s leader sponsoring the Pilot.

Program Manager: is the employee dedicated to the successful implementation of the Pilot.

User: is a person who has downloaded the CogX App and agreed to the standard CogX App Ts&Cs.

Purpose of the app pilot programme:

  1. Understand the Pilot Organisation’s business and learning goals, the strengths and challenges with their current approach and how the CogX App can address their needs.
     

  2. Understand the use cases, the areas of the business where the CogX App can have the greatest impact, and how to measure success. 
     

  3. Understand how to maximise employee engagement, adoption and learning.

It is agreed:

  1. This MoU is non-binding, apart from paragraphs 1 and 5 through 11, which are binding.
     

  2.  The parties above wish to commit to working together on the Pilot.
     

  3. The Pilot Partner will commit a Program Manager to be the dedicated point of contact and who will be responsible for the Pilot implementation within their organisation. 
     

  4. The Program Manager will work in partnership with CogX to ensure the successful implementation of the Pilot following a well structured implementation plan which includes the following key success factors:  

    A. Conduct a kick off meeting and final programme review with the Exec Sponsor.

    B. Invite [TBD] employees to download the app and participate in the Pilot.

    C. Provide ongoing feedback in meetings, interviews and surveys with the CogX team.
     

  5. The content of this MoU and discussions related to the Pilot are confidential. Information supplied by one party to the other is confidential and shall not be shared with third parties without the consent of the party providing it. Information supplied by one party to the other remains the property of the party who supplied it.

    A. Any confidential data provided by one party to the other party shall be promptly deleted by the receiving party upon request of the providing party.

    B. The restrictions of this paragraph 5 shall not apply to (a) information that is in the public domain without breach of confidentiality, (b) information already in the possession of a party at the time of receipt of confidential information, (c) information independently developed by a party without reference to confidential information and (d) information required to be disclosed by law.
     

  6. The agreement will be non-exclusive for both parties.
     

  7. Both parties shall retain ownership of all of their Intellectual Property Rights that existed before the Pilot started to contribute to the development of the CogX App. Both parties shall have the right to exploit any new Intellectual Property Rights created as a direct result of Pilot Partner’s involvement in the development of the CogX App.
     

  8. Each party shall bear its own expenses associated with implementation of this MoU.
     

  9. Both parties will not publicly (press release, website, etc.) disclose anything relating to this agreement without prior agreement from the other party.
     

  10. This MoU shall be interpreted under the laws of England and Wales, and any dispute hereunder shall be subject to the exclusive jurisdiction of the English courts.
     

  11. This MoU shall remain in effect from [TBD] until [TBD], unless terminated by either party on 30 days notice to the other party.

Signed on behalf of the named Pilot Organisation:

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