Difference between revisions of "Careerprise contractor agreement"
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| − | This [[Careerprise contractor agreement]] (hereinafter, the ''Agreement'') is made and entered into as of ____________________ ''[Month, Day]'', 2023 (hereinafter, the ''Effective Date'') between [[The Economic Group]] (hereinafter, the ''Corporation''), a Michigan [[non-profit corporation]] | + | This [[Careerprise contractor agreement]] (hereinafter, the ''Agreement'') is made and entered into as of ____________________ ''[Month, Day]'', 2023 (hereinafter, the ''Effective Date'') between [[The Economic Group]] (hereinafter, the ''Corporation''), a Michigan [[non-profit corporation]], and ____________________ ____________________ ''[[[Careerprise contractor]]'s name]'', a ____________________ ''[State and business type, if different from self-employed]'' (hereinafter, the ''Contractor''; both collectively, the ''Parties''; separately, ''Party''). |
| + | |||
| + | ==1. Subject Matters== | ||
The ''Parties'' therefore agree as follows: | The ''Parties'' therefore agree as follows: | ||
*The ''Corporation'' may request the ''Contractor'' to perform services (hereinafter, the ''Services'') for the ''Corporation'' and, if so, promises to compensate the ''Contractor''; and | *The ''Corporation'' may request the ''Contractor'' to perform services (hereinafter, the ''Services'') for the ''Corporation'' and, if so, promises to compensate the ''Contractor''; and | ||
| − | *The ''Contractor'' shall | + | *The ''Contractor'' shall (a) reject or ignore the ''Corporation''<nowiki>'</nowiki>s requests, (b) accept the offer and perform the requested services, or (c) request to modify or clarify the ''Corporation's'' requests; and |
| − | In their actions or lack of actions under that ''Agreement'', the ''Parties'' shall follow the conditions, procedures, and provisions as follows. | + | In their actions or lack of actions under that ''Agreement'', the ''Parties'' shall follow the conditions, procedures, and provisions as follows. |
| + | ==2. Representations== | ||
| − | + | 2.1 The ''Parties'' represent themselves. Both ''Parties'' ascertain that they are fully authorized and empowered to enter into this ''Agreement'', and that the performance of the obligations under this ''Agreement'' will not violate or infringe upon the rights of any third-party, or violate any agreement between the ''Parties'' and any other person, firm or organization or any law or governmental regulation. | |
| − | + | 2.2 or its allied organizations such as [[Virginia Institute of Technology LLC]] on behalf of the ''Corporation'', | |
| − | + | ==3. Term and Termination== | |
| − | + | 3.1. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect for one year (hereinafter, the ''Term''). If no one ''Party'' expresses its willingness to end this ''Agreement'' 30 days before the ''Agreement'' ends, the ''Agreement'' prolongs for one more ''Term'' without any limit on the number of the ''Terms'' unless earlier terminated under this section, "[[#2. Term and Termination|2. Term and Termination]]". | |
| − | 2. | + | 3.2. Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 14 calendar days in advance. |
| − | + | ==4. Contractor Services== | |
| − | + | 4.1. During the ''Term'', the ''Corporation'' may engage the ''Contractor'' to provide the ''Corporation'' with the ''Services''. | |
| − | 2 | + | 4.2. The ''Contractor'' shall provide the necessary equipment to perform the ''Services''; the ''Corporation'' cannot be responsible for that equipment. If the ''Contractor'' has obtained employees or agents (hereinafter, the ''Contractor Personnel''), the ''Contractor'' shall be solely responsible for all costs associated with the ''Contractor Personnel''. |
| − | + | 4.3. As a result of providing the ''Services'', the ''Contractor'' or ''Contractor Personnel'' may create certain one or more work products (hereinafter, the ''Work Product''). Regardless of other ''Work Products'', if any, are, the ''Services'' shall produce documentation including, but not limited to, description of the work done, [[source code]]s, etc. | |
| − | + | 4.4. The ''Contractor'' shall notify the ''Corporation'' of any change(s) to the ''Contractor's'' schedule that could adversely affect the availability of the ''Contractor'', whether known or unknown at the time of this ''Agreement'', no later than 30 days prior to such change(s). If the ''Contractor'' becomes aware of such change(s) within the 30 days period, the ''Contractor'' shall promptly notify the ''Corporation'' of such change(s) within a reasonable amount of time. | |
| − | + | 4.5. The ''Contractor'' shall issue invoices to the ''Corporation's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Corporation'', and provide documentation as instructed by the ''Corporation's'' accounts payable department. | |
| − | + | 4.6. The ''Corporation'' shall pay to the ''Contractor'' within 30 days of receiving the invoice from the ''Contractor''. The ''Corporation'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Contractor'' shall specify the method of the ''Corporation's'' payments. If the ''Contractor'' specifies the way, which is not listed in Appendix B as a default, and some expenses and third-party fees are associated with that payment way, the ''Contractor'' is responsible for those expenses and fees. | |
| − | + | 4.7. Neither the ''Services'' nor ''Work Product'' shall include, rely on, and/or imply any proprietary licenses or commercial restrictions. If some software is needed to support the ''Services'' or be a part of the ''Work Product'', this software must be [[open-source]] only. If the intellectual property of that software is not in the public domain, the ''Contractor'' needs to seek the ''Corporation's'' approval on its use prior to the use. | |
| − | + | 4.8. Neither the ''Services'' nor ''Work Product'' shall include, rely on, and/or imply any external resources such as libraries, fonts, icons, images, or other files outside of the ''Work Product''. The ''Work Product'' shall be fully functional while being operated offline. | |
| − | + | ==5. Orders== | |
| − | + | 5.1. To engage the ''Contractor'', the ''Corporation'' uses official work requests (hereinafter, the ''Orders''). The ''Contractor'' may accept, decline, or request to clarify the ''Orders''. | |
| − | + | 5.2. Any of the ''Orders'' shall contain one or more order matters (hereinafter, the ''Order Matter'') that the ''Corporation'' requests the ''Contractor'' to render. The ''Order Matter'' can be either (a) a [[statement of work]] or another description of services or (b) request for time availability. | |
| − | 3. | + | 5.3. In order to be the ''Order'', in addition to other requirements stated in Section [[#10. Communications|10. Communications]] of the ''Agreement'', any of the ''Order'' shall have the word, "Order" or "Orders", in the title. |
| − | + | 5.4. The ''Orders'' may or may not indicate special work compensation proposal, normally, money that the ''Corporation'' agrees to pay for the ''Services'' that the ''Corporation'' requests the ''Contractor'' to perform. The compensation model may be based on (a) specified rate, for instance, per hour of consultation, per translated word, or per processed image; in the case of specified rate, the ''Contractor's'' compensation depends on the amount of services rendered; (b) fixed-price project to produce the specified deliverable or deliverables; in the case of fixed-price project, the ''Contractor's'' compensation depends on the acceptance of the deliverables or another specified success of the project; or (c) combination of both, for instance, guaranteed specified rate and bonus in the case of project success. | |
| − | + | 5.5. Unless the ''Corporation'' specifies the compensation in the ''Orders'', the work performed by the ''Contractor'' shall be compensated at the rate, stated in Appendix A to this ''Agreement''. In that case, the ''Order'' shall state the number of paid hours that the ''Corporation'' authorizes the ''Contractor'' to work. The ''Order'' that specifies neither the compensation nor the number of authorized hours is invalid. | |
| − | + | 5.6. The ''Orders'' shall be treated as Appendixes to this ''Agreement''. To file them, they shall be indexed using the "S-[four-digit-year]-[two-digit-month]-[two-digit-day]" format. If more than one ''Order'' is sent in one day, the index shall also include the ordinal number; for example, "S-2023-07-12-2". No ambiguity in indexing may serve as an excuse for dismissal of any of the ''Orders''. | |
| − | + | ==6. Independent Contractor Status== | |
| − | + | 6.1. The ''Parties'' intend that the ''Contractor'' and any ''Contractor Personnel'' be engaged as independent contractors of the ''Corporation''. Nothing contained in this ''Agreement'' will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. | |
| − | + | 6.2. The ''Contractor'' may not act as agent for, or on behalf of, the ''Corporation'', or to represent the ''Corporation'', or bind the ''Corporation'' in any manner. | |
| − | + | 6.3. The ''Contractor'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Corporation''. | |
| − | + | 6.4. The ''Corporation'' shall not be responsible for federal, state and local taxes derived from the ''Contractor's'' net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the ''Contractor''. | |
| − | + | ==7. Ownership== | |
| − | + | 7.1. The ''Contractor'' transfers and assigns to the ''Corporation'' all rights, titles and interests throughout the world in and to any and all ''Work Product''. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the ''Work Product'' in any way the ''Corporation'' sees fit. | |
| − | + | 7.2. The ''Contractor'' cannot include any personal and/or contact information other than the ''Corporation's'' and/or authorized by the ''Corporation'' in any part of the ''Work Product'' and/or dispose while rending the ''Services''. | |
| − | + | 7.3. The ''Corporation'' grants the ''Contractor'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Work Product'' on a platform personally controlled, in whole or in part, by the ''Contractor''. The ''Contractor'' shall notify the ''Corporation'' about the display or displays. The ''Corporation'' may revoke this license at any time by requesting some alternation or the removal of the ''Work Product'' displayed by the ''Contractor''. Upon such request, the ''Contractor'' shall alternate or remove the ''Work Product'' from the platform, and provide written notification of such alternation or removal. | |
| − | + | 7.4. The ''Contractor'' grants the ''Corporation'', a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the ''Contrator''<nowiki>'</nowiki>s information on a platform personally controlled, in whole or in part, by the ''Corporation''. The ''Corporation'' shall notify the ''Contractor'' about the display or displays. The ''Contractor'' may revoke this license at any time by requesting some alternation or the removal of the ''Contrator''<nowiki>'</nowiki>s information displayed by the ''Corporation''. Upon such request, the ''Corporation'' shall alternate or remove the ''Contrator''<nowiki>'</nowiki>s information from the platform, and provide written notification of such alternation or removal. | |
| − | == | + | ==8. Indemnification== |
The ''Contractor'' shall defend, indemnify, and hold harmless the ''Corporation'', its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the ''Contractor's'' representation and services under this ''Agreement''. | The ''Contractor'' shall defend, indemnify, and hold harmless the ''Corporation'', its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the ''Contractor's'' representation and services under this ''Agreement''. | ||
| − | == | + | ==9. Confidential Information== |
| − | + | 9.1. Each ''Party'' (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other ''Party'', including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving ''Party'' reasonably should know is confidential (hereinafter, the ''Confidential Information'') as confidential and protect the ''Confidential Information'' with the same degree of care as each ''Party'' uses to protect its own ''Confidential Information'' of like nature. | |
| − | + | 9.2. The ''Confidential Information'' does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving ''Party'' or its representatives); (ii) is available to the receiving ''Party'' on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the ''Confidential Information''; or (iii) has been independently acquired or developed by the receiving ''Party'' without violating its obligations under this ''Agreement'' or under any federal or state law. | |
| − | + | 9.3. The ''Contractor Personnel'' shall not access any ''Confidential Information'' without a separate [[non-disclosure agreement]] between the ''Corporation'' and an individual who is a part of the ''Contractor Personnel'' and who needs that access. | |
| − | == | + | ==10. Communications== |
| − | + | 10.1. All the communications between the ''Parties'' that are related to this ''Agreement'' most likely occur electronically. | |
| − | + | 10.2. Email communication is the only official. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. To be relevant to this ''Agreement'', the emails must have words "Bskol", "Careerprise", and/or "iDosvid" and "Contract" in their titles. Then, they can be presented during possible litigation. | |
| − | + | 10.3. Unless another arrangement is negotiated, the ''Contractor'' shall provide the ''Corporation'' with weekly reports on (i) what work has been done within the last week, (ii) what work is going to be done within the current week, and (iii) what problems, if any, the ''Contractor'' seeks to be solved on the ''Corporation's'' side. | |
| − | + | 10.4. Unofficial communications such as discussions and negotiations may occur via recorded or unrecorded conferences, publications, etc. | |
| − | + | 10.5. The ''Parties'' plea to try, sincerely and in a good faith, to resolve any disputes that may occur between the ''Parties'' before any possible litigation. | |
| − | == | + | ==11. Limited Warranty== |
| − | + | 11.1. The ''Contractor'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. | |
| − | + | 11.2. The ''Contractor'' warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, open-source software licenses, etc. | |
| − | + | 11.3. Between the ''Parties'', the ''Contractor's'' sole liability (and the ''Corporation's'' exclusive remedy) for any breach of this warranty shall be for the ''Contractor'' to re-perform any deficient services, or, if the ''Contractor'' is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The ''Contractor'' shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the ''Corporation'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Contractor''. | |
| − | + | 11.4. This section, "[[#11. Limited Warranty|11. Limited Warranty]]", is a limited warranty, and sets forth the only warranties made by any ''Party''. Any ''Party'' makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the ''Contractor''. | |
| − | == | + | ==12. Miscellaneous Provisions== |
| − | + | 12.1. This ''Agreement'', and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the [[#1. Subject Matters|1. Subject Matters]] of this ''Agreement'', and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the ''Parties'', preceding the date of this ''Agreement''. | |
| − | + | 12.2. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each ''Party''. To alternate any Appendix unilaterally, one ''Party'' shall notify another ''Party'' no fewer than 30 days before the change. The alternation of Appendices may not effect the work conditions for those ''Orders'' that have already been accepted. | |
| − | + | 12.3. If any provision or provisions of this ''Agreement'' shall be held unenforceable for any reason, then such provision shall be modified to reflect the ''Parties<nowiki>'</nowiki>'' intention. All remaining provisions of this ''Agreement'' shall remain in full force and effect for the duration of this ''Agreement''. | |
| − | + | 12.4. This ''Agreement'' shall not be assigned by either party without the express consent of the other party. | |
| − | + | 12.5. A failure or delay in exercising any right, power or privilege in respect of this ''Agreement'' will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. | |
| − | + | 12.6. This ''Agreement'' is be governed by and construed in accordance with the laws of the State of Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this ''Agreement'' will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the Commonwealth of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the Commonwealth of Virginia. | |
The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below. | The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below. | ||
| Line 125: | Line 128: | ||
*Date: ____________________ ''[Month, Day]'', 2023 | *Date: ____________________ ''[Month, Day]'', 2023 | ||
| − | ____________________ ____________________ [ | + | ____________________ ____________________ [The ''Contractor's'' name] |
*By: ____________________ ''[Signature]'' | *By: ____________________ ''[Signature]'' | ||
Latest revision as of 22:11, 7 October 2023
This Careerprise contractor agreement (hereinafter, the Agreement) is made and entered into as of ____________________ [Month, Day], 2023 (hereinafter, the Effective Date) between The Economic Group (hereinafter, the Corporation), a Michigan non-profit corporation, and ____________________ ____________________ [Careerprise contractor's name], a ____________________ [State and business type, if different from self-employed] (hereinafter, the Contractor; both collectively, the Parties; separately, Party).
Contents
1. Subject Matters
The Parties therefore agree as follows:
- The Corporation may request the Contractor to perform services (hereinafter, the Services) for the Corporation and, if so, promises to compensate the Contractor; and
- The Contractor shall (a) reject or ignore the Corporation's requests, (b) accept the offer and perform the requested services, or (c) request to modify or clarify the Corporation's requests; and
In their actions or lack of actions under that Agreement, the Parties shall follow the conditions, procedures, and provisions as follows.
2. Representations
2.1 The Parties represent themselves. Both Parties ascertain that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
2.2 or its allied organizations such as Virginia Institute of Technology LLC on behalf of the Corporation,
3. Term and Termination
3.1. This Agreement takes effect on the Effective Date, and remains in full force and effect for one year (hereinafter, the Term). If no one Party expresses its willingness to end this Agreement 30 days before the Agreement ends, the Agreement prolongs for one more Term without any limit on the number of the Terms unless earlier terminated under this section, "2. Term and Termination".
3.2. Either Party may terminate this Agreement for any reason or no reason at all by providing the other Party written notice 14 calendar days in advance.
4. Contractor Services
4.1. During the Term, the Corporation may engage the Contractor to provide the Corporation with the Services.
4.2. The Contractor shall provide the necessary equipment to perform the Services; the Corporation cannot be responsible for that equipment. If the Contractor has obtained employees or agents (hereinafter, the Contractor Personnel), the Contractor shall be solely responsible for all costs associated with the Contractor Personnel.
4.3. As a result of providing the Services, the Contractor or Contractor Personnel may create certain one or more work products (hereinafter, the Work Product). Regardless of other Work Products, if any, are, the Services shall produce documentation including, but not limited to, description of the work done, source codes, etc.
4.4. The Contractor shall notify the Corporation of any change(s) to the Contractor's schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than 30 days prior to such change(s). If the Contractor becomes aware of such change(s) within the 30 days period, the Contractor shall promptly notify the Corporation of such change(s) within a reasonable amount of time.
4.5. The Contractor shall issue invoices to the Corporation's accounts payable department within 30 days of completing the Services, unless otherwise instructed by the Corporation, and provide documentation as instructed by the Corporation's accounts payable department.
4.6. The Corporation shall pay to the Contractor within 30 days of receiving the invoice from the Contractor. The Corporation offers methods of the payments; they are listed in Appendix B to this agreement. The Contractor shall specify the method of the Corporation's payments. If the Contractor specifies the way, which is not listed in Appendix B as a default, and some expenses and third-party fees are associated with that payment way, the Contractor is responsible for those expenses and fees.
4.7. Neither the Services nor Work Product shall include, rely on, and/or imply any proprietary licenses or commercial restrictions. If some software is needed to support the Services or be a part of the Work Product, this software must be open-source only. If the intellectual property of that software is not in the public domain, the Contractor needs to seek the Corporation's approval on its use prior to the use.
4.8. Neither the Services nor Work Product shall include, rely on, and/or imply any external resources such as libraries, fonts, icons, images, or other files outside of the Work Product. The Work Product shall be fully functional while being operated offline.
5. Orders
5.1. To engage the Contractor, the Corporation uses official work requests (hereinafter, the Orders). The Contractor may accept, decline, or request to clarify the Orders.
5.2. Any of the Orders shall contain one or more order matters (hereinafter, the Order Matter) that the Corporation requests the Contractor to render. The Order Matter can be either (a) a statement of work or another description of services or (b) request for time availability.
5.3. In order to be the Order, in addition to other requirements stated in Section 10. Communications of the Agreement, any of the Order shall have the word, "Order" or "Orders", in the title.
5.4. The Orders may or may not indicate special work compensation proposal, normally, money that the Corporation agrees to pay for the Services that the Corporation requests the Contractor to perform. The compensation model may be based on (a) specified rate, for instance, per hour of consultation, per translated word, or per processed image; in the case of specified rate, the Contractor's compensation depends on the amount of services rendered; (b) fixed-price project to produce the specified deliverable or deliverables; in the case of fixed-price project, the Contractor's compensation depends on the acceptance of the deliverables or another specified success of the project; or (c) combination of both, for instance, guaranteed specified rate and bonus in the case of project success.
5.5. Unless the Corporation specifies the compensation in the Orders, the work performed by the Contractor shall be compensated at the rate, stated in Appendix A to this Agreement. In that case, the Order shall state the number of paid hours that the Corporation authorizes the Contractor to work. The Order that specifies neither the compensation nor the number of authorized hours is invalid.
5.6. The Orders shall be treated as Appendixes to this Agreement. To file them, they shall be indexed using the "S-[four-digit-year]-[two-digit-month]-[two-digit-day]" format. If more than one Order is sent in one day, the index shall also include the ordinal number; for example, "S-2023-07-12-2". No ambiguity in indexing may serve as an excuse for dismissal of any of the Orders.
6. Independent Contractor Status
6.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Corporation. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
6.2. The Contractor may not act as agent for, or on behalf of, the Corporation, or to represent the Corporation, or bind the Corporation in any manner.
6.3. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Corporation.
6.4. The Corporation shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
7. Ownership
7.1. The Contractor transfers and assigns to the Corporation all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Corporation sees fit.
7.2. The Contractor cannot include any personal and/or contact information other than the Corporation's and/or authorized by the Corporation in any part of the Work Product and/or dispose while rending the Services.
7.3. The Corporation grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Contractor shall notify the Corporation about the display or displays. The Corporation may revoke this license at any time by requesting some alternation or the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall alternate or remove the Work Product from the platform, and provide written notification of such alternation or removal.
7.4. The Contractor grants the Corporation, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Contrator's information on a platform personally controlled, in whole or in part, by the Corporation. The Corporation shall notify the Contractor about the display or displays. The Contractor may revoke this license at any time by requesting some alternation or the removal of the Contrator's information displayed by the Corporation. Upon such request, the Corporation shall alternate or remove the Contrator's information from the platform, and provide written notification of such alternation or removal.
8. Indemnification
The Contractor shall defend, indemnify, and hold harmless the Corporation, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the Contractor's representation and services under this Agreement.
9. Confidential Information
9.1. Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (hereinafter, the Confidential Information) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
9.2. The Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
9.3. The Contractor Personnel shall not access any Confidential Information without a separate non-disclosure agreement between the Corporation and an individual who is a part of the Contractor Personnel and who needs that access.
10. Communications
10.1. All the communications between the Parties that are related to this Agreement most likely occur electronically.
10.2. Email communication is the only official. The Parties' email addresses are stated in Appendix C to this Agreement. To be relevant to this Agreement, the emails must have words "Bskol", "Careerprise", and/or "iDosvid" and "Contract" in their titles. Then, they can be presented during possible litigation.
10.3. Unless another arrangement is negotiated, the Contractor shall provide the Corporation with weekly reports on (i) what work has been done within the last week, (ii) what work is going to be done within the current week, and (iii) what problems, if any, the Contractor seeks to be solved on the Corporation's side.
10.4. Unofficial communications such as discussions and negotiations may occur via recorded or unrecorded conferences, publications, etc.
10.5. The Parties plea to try, sincerely and in a good faith, to resolve any disputes that may occur between the Parties before any possible litigation.
11. Limited Warranty
11.1. The Contractor does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.
11.2. The Contractor warrants that all services are be performed in a professional manner in accordance with generally applicable industry standards and laws. That provision includes, but not limited to, the respect to third-party intellectual properties, open-source software licenses, etc.
11.3. Between the Parties, the Contractor's sole liability (and the Corporation's exclusive remedy) for any breach of this warranty shall be for the Contractor to re-perform any deficient services, or, if the Contractor is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. The Contractor shall have no obligation with respect to a warranty claim if the claim is the result of third-party hardware or software malfunctioning, the actions of the Corporation or some other party or is otherwise caused by factors outside the reasonable control of the Contractor.
11.4. This section, "11. Limited Warranty", is a limited warranty, and sets forth the only warranties made by any Party. Any Party makes no other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties or merchantability, fitness for a particular purpose or non-infringement or any warranties regarding the performance of anything provided or installed by the Contractor.
12. Miscellaneous Provisions
12.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the 1. Subject Matters of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
12.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party. To alternate any Appendix unilaterally, one Party shall notify another Party no fewer than 30 days before the change. The alternation of Appendices may not effect the work conditions for those Orders that have already been accepted.
12.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the Parties' intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
12.4. This Agreement shall not be assigned by either party without the express consent of the other party.
12.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
12.6. This Agreement is be governed by and construed in accordance with the laws of the State of Virginia without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the Commonwealth of Virginia. Each Party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the Commonwealth of Virginia.
The Parties are signing this Agreement electronically on the dates stated below.
The Corporation
- By: ____________________ [Signature]
- Name, title: Gary Ihar, director
- Date: ____________________ [Month, Day], 2023
____________________ ____________________ [The Contractor's name]
- By: ____________________ [Signature]
- Name, title: ____________________ ____________________ [Contractor's name and, if the Contractor represents an organization, title]
- Date: ____________________ [Month, Day], 2023
Appendices
Appendix A
- Unless the Orders specify another rate, the default rate for the Services is ____________________ [Number] US dollars per hour.
Appendix B
Appendix C
- For the purposes of this Agreement, the Corporation's email is ____________________ ____________________ ; the Contractor's email is ____________________ ____________________ .
