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===Agreement=== | ===Agreement=== | ||
| − | :The following text is based on [[Careerprise independent contractor agreement]] and may be used for any agreement to organize one or more ''CNM Cyber events'':<blockquote><p>'''CNM Cyber event organizing agreement'''</p><p>This independent contractor agreement (hereinafter, the ''Agreement'') is made and entered into as of 12:04 pm [[EST]], January 1st, 2020 (hereinafter, the ''Effective Date'') between [[Educaship Alliance LLC]] (hereinafter, the ''Company''), a Virginia [[limited liability company]], and ___________________________, a ''[State and business type]'' (hereinafter, the ''Contractor''; both collectively, the ''Parties''; separately, ''Party'').</p><p>The ''Company'' requests the ''Contractor'' to organize one or more ''CNM Cyber standups'' (hereinafter, the ''Services'') and the ''Parties'' therefore agree as follows:<ol><li>'''Term and Termination'''. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect until the ''Parties'' accomplish their obligations (hereinafter, the ''Term''). Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 30 days in advance.</li><li>'''Contractor Services'''. The ''Services'' shall be provided according to the both:<ol type="a"><li>Requirements stated at the primary wikipage for ''CNM Cyber event'' as of the ''Effective Date''; the wikipage is published at https://wiki.friendsofcnm.org/en/CNM_Cyber_event -- the whole | + | :The following text is based on [[Careerprise independent contractor agreement]] and may be used for any agreement to organize one or more ''CNM Cyber events'':<blockquote><p>'''CNM Cyber event organizing agreement'''</p><p>This independent contractor agreement (hereinafter, the ''Agreement'') is made and entered into as of 12:04 pm [[EST]], January 1st, 2020 (hereinafter, the ''Effective Date'') between [[Educaship Alliance LLC]] (hereinafter, the ''Company''), a Virginia [[limited liability company]], and ___________________________, a ''[State and business type]'' (hereinafter, the ''Contractor''; both collectively, the ''Parties''; separately, ''Party'').</p><p>The ''Company'' requests the ''Contractor'' to organize one or more ''CNM Cyber standups'' (hereinafter, the ''Services'') and the ''Parties'' therefore agree as follows:<ol><li>'''Term and Termination'''. This ''Agreement'' takes effect on the ''Effective Date'', and remains in full force and effect until the ''Parties'' accomplish their obligations (hereinafter, the ''Term''). Either ''Party'' may terminate this ''Agreement'' for any reason or no reason at all by providing the other ''Party'' written notice 30 days in advance.</li><li>'''Contractor Services'''. The ''Services'' shall be provided according to the both:<ol type="a"><li>Requirements stated at the primary wikipage for ''CNM Cyber event'' as of the ''Effective Date''; the wikipage is published at https://wiki.friendsofcnm.org/en/CNM_Cyber_event -- the whole wikipage, besides the ''See also'' section, serves as the requirements in a form of [[product epic]];</li><li>Requirements stated at the primary wikipage for the specific type of ''CNM Cyber event'' as of the ''Effective Date''; the wikipage's link is published at the primary wikipage for ''CNM Cyber event'' in the ''Range of purposes'' section. The whole wikipage, besides the ''See also'' section, serves as the requirements in a form of [[product epic]]; and</li><li>Schedule stated in Appendix C, which is an inalienable part of this ''Agreement''.</li></ol>The ''Contractor'' shall provide the necessary equipment to perform the ''Services''. 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''. As a result of providing the ''Services'', the ''Contractor'' or ''Contractor Personnel'' may create certain work products (hereinafter, the ''Work Product''). The work performed by the ''Contractor'' shall be performed at the rate, stated in Appendix A to this ''Agreement''. The ''Contractor'' shall issue invoices to the ''Company's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Company'', and provide documentation as instructed by the ''Company's'' accounts payable department. The ''Company'' shall pay to the ''Contractor'' within 30 days of receiving the invoice from the ''Contractor''. The ''Company'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Contractor'' shall specify the method of the ''Company's'' payments. If the ''Contractor'' specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the ''Contractor'' is responsible for those fees. The ''Services'' cannot include, rely on, and/or imply any proprietary licenses or commercial restrictions.</li><li>'''Independent Contractor Status'''. The ''Parties'' intend that the ''Contractor'' and any ''Contractor Personnel'' be engaged as independent contractors of the ''Company''. 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. The ''Contractor'' may not act as agent for, or on behalf of, the ''Company'', or to represent the ''Company'', or bind the ''Company'' in any manner. The ''Contractor'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Company''. The ''Company'' 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''.</li><li>'''Ownership'''. The ''Contractor'' transfers and assigns to the ''Company'' 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 ''Company'' sees fit. The ''Company'' 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 ''Company'' about the display or displays. The ''Company'' may revoke this license at any time by requesting the removal of the ''Work Product'' displayed by the ''Contractor''. Upon such request, the ''Contractor'' shall remove the ''Work Product'' from the platform, and provide written notification of such removal.</li><li>'''Representations'''. Both ''Parties'' represent 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.</li><li>'''Indemnification'''. The ''Contractor'' shall defend, indemnify, and hold harmless the ''Company'', 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''.</li><li>'''Confidential Information'''. Excluded.</li><li>'''Communications'''. All the communications between the ''Parties'' that are related to this ''Agreement'' may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. If any ''Party'' would like to change its email address, that ''Party'' shall notify another ''Party'' before the change.</li><li>'''Limited Warranty'''. The ''Contractor'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. 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, etc. Between the ''Parties'', the ''Contractor's'' sole liability (and the ''Company'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 ''Company'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Contractor''. This section 9 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''.</li><li>'''Miscellaneous Provisions'''. This ''Agreement'', and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the subject matter 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. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each party. 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''. This ''Agreement'' shall not be assigned by either party without the express consent of the other party. 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. 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 State of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.</li></ol></p><p>The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below.</p><p>[[Educaship Alliance LLC]]; by: GARY IHAR; name, title: Gary Ihar, director; date: January 7th, 2020</p><p>[CONTRACTOR NAME]; by: ________________________________; name: ________________; title:</p></blockquote> |
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| − | ; and</li><li>Schedule stated in Appendix C, which is an inalienable part of this ''Agreement''.</li></ol>The ''Contractor'' shall provide the necessary equipment to perform the ''Services''. 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''. As a result of providing the ''Services'', the ''Contractor'' or ''Contractor Personnel'' may create certain work products (hereinafter, the ''Work Product''). The work performed by the ''Contractor'' shall be performed at the rate, stated in Appendix A to this ''Agreement''. The ''Contractor'' shall issue invoices to the ''Company's'' accounts payable department within 30 days of completing the ''Services'', unless otherwise instructed by the ''Company'', and provide documentation as instructed by the ''Company's'' accounts payable department. The ''Company'' shall pay to the ''Contractor'' within 30 days of receiving the invoice from the ''Contractor''. The ''Company'' offers methods of the payments; they are listed in Appendix B to this agreement. The ''Contractor'' shall specify the method of the ''Company's'' payments. If the ''Contractor'' specifies the way, which is not listed in Appendix B, and some third-party fees are associated with that payment way, the ''Contractor'' is responsible for those fees. The ''Services'' cannot include, rely on, and/or imply any proprietary licenses or commercial restrictions.</li><li>'''Independent Contractor Status'''. The ''Parties'' intend that the ''Contractor'' and any ''Contractor Personnel'' be engaged as independent contractors of the ''Company''. 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. The ''Contractor'' may not act as agent for, or on behalf of, the ''Company'', or to represent the ''Company'', or bind the ''Company'' in any manner. The ''Contractor'' will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the ''Company''. The ''Company'' 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''.</li><li>'''Ownership'''. The ''Contractor'' transfers and assigns to the ''Company'' 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 ''Company'' sees fit. The ''Company'' 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 ''Company'' about the display or displays. The ''Company'' may revoke this license at any time by requesting the removal of the ''Work Product'' displayed by the ''Contractor''. Upon such request, the ''Contractor'' shall remove the ''Work Product'' from the platform, and provide written notification of such removal.</li><li>'''Representations'''. Both ''Parties'' represent 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.</li><li>'''Indemnification'''. The ''Contractor'' shall defend, indemnify, and hold harmless the ''Company'', 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''.</li><li>'''Confidential Information'''. Excluded.</li><li>'''Communications'''. All the communications between the ''Parties'' that are related to this ''Agreement'' may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The ''Parties<nowiki>'</nowiki>'' email addresses are stated in Appendix C to this ''Agreement''. If any ''Party'' would like to change its email address, that ''Party'' shall notify another ''Party'' before the change.</li><li>'''Limited Warranty'''. The ''Contractor'' does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. 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, etc. Between the ''Parties'', the ''Contractor's'' sole liability (and the ''Company'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 ''Company'' or some other party or is otherwise caused by factors outside the reasonable control of the ''Contractor''. This section 9 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''.</li><li>'''Miscellaneous Provisions'''. This ''Agreement'', and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the ''Parties'' with respect to the subject matter 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. This ''Agreement'' may be amended only by written agreement duly executed by an authorized representative of each party. 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''. This ''Agreement'' shall not be assigned by either party without the express consent of the other party. 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. 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 State of Virginia. Each ''Party'' hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.</li></ol></p><p>The ''Parties'' are signing this ''Agreement'' electronically on the dates stated below.</p><p>[[Educaship Alliance LLC]]; by: GARY IHAR; name, title: Gary Ihar, director; date: January 7th, 2020</p><p>[CONTRACTOR NAME]; by: ________________________________; name: ________________; title:</p></blockquote> | ||
==Related lectures== | ==Related lectures== | ||
Revision as of 19:32, 26 March 2020
A CNM Cyber event (hereinafter, the Event) is any event designed and/or organized by one or more CNM Cyber event hosts that is either paid or free to its participants to attend.
Contents
Range of purposes
Hiring events
- Main wikipage: CNM Cyber hiring event
- CNM Cyber hiring events are those Events that are organized to recruit learners for WorldOpp Orientation and inform those learners about services offered by Friends Of CNM. The learners could further become WorldOpp fellows, Careerprise contractors, and/or Careerprise partners.
Conferences
- Main wikipage: Careerprise conference
Roundtables
- Main wikipage: WorldOpp roundtable
Standups
- Main wikipage: CNM Cyber standup
Seminars
- Main wikipage: CNM Cyber seminar
Operations
Pre-event operations
- The primary platform to conduct pre-event operations is the designated Channel. Prior to the Event:
- If special participants are going to be invited to the Event, they need to be identified, contacted, and confirmed;
- The physical location shall have been booked and/or online room has been created;
- All of the Time details and Price details shall be identified and communicated;
- Recording tool shall have been identified and prepared;
- The Host is also responsible for cancelling of the Event if no participant RSVPs.
Event operations
- The primary platform to conduct event operations is the booked location for onsite Events and Jitsi for online Events. During the Event, the Host shall:
- "Meet" and greet the participants;
- Facilitate the Event;
- Make sure that participants audio, video messages, and chat messages are identified and responded;
- Make sure that the Event is recorded.
Post-event operations
- The primary platform to conduct post-event operations is CNM Wiki. After the Event,
- The recording of the Event shall be posted at YouTube;
- The wikipage shall be composed to include all available data of and about the Event including its minutes and link to its audio- and videorecords, as well as organizing lessons learned;
- A follow-up message shall be sent to those Event's participants who RSVPed for the Event.
Price details
Costs to the participants
- The Events shall be offered either at some cost or absolutely no cost to its participants.
Reimbursement to special guests
- Contingent upon mutual agreements and funding, special guests can be reimbursed for their participation. The special guests shall be invited personally and their participation shall be negotiated in advance.
Locations
The Events are usually organized simultaneously onsite to accommodate those who needs face-to-face interactions and online to accommodate those attendees who choose to participate remotely. Any onsite Event should be accompanied by an online Event, but not every online Event should be a Event onsite.
Onsite
- The onsite events can be organized only if the Host can physically attend the Event or Friends Of CNM DevOps Administrator personally is the Host. The Events shall usually be scheduled to occur in either:
- The cafeteria of McLean Bible Church in Vienna, Virginia;
- Any other public space such as libraries, restaurants, parks, etc.
- By default, the announcements should be published at the designated Channel. They can also be published at the Career Network Ministry meetup group. The cut-off RSVP shall be set at about 24 hours prior to the event and, if no member RSVPed, the onsite location of the Event shall be cancelled, so the Event shall be online only.
Online
- The Events shall be broadcasted via Jitsi, which is selected as the webconferencing software for the Events. The announcements shall usually be published at http://worldopp.org when such an opportunity is technically available. Until it is, the designated Channel can be temporarily used.
- If no new attendee RSVPed, the first part of the Event shall be cancelled. If no one, but the Host attends, the Event shall be cancelled.
- The attendees may or may not choose to use their video; however, the Host shall be visible.
Organizing details
Event host
- Main wikipage: CNM Cyber event host
- Requirements for the Host are published at the CNM Cyber event host wikipage.
Communication channels
- With regard to the announcement and other communication Channels,
- For Open-to-the-Public Events,
- When it is launched, http://worldopp.org shall become the official communication channel;
- The CNM Cyber Open meetup group is used for the onsite Events;
- The WorldOpp fb-page is used for the online Events only.
- For Invitation-only Events, communication Channels, usually email or text messages or phone conversations, are selected based on a choice of the participants.
- For Open-to-the-Public Events,
- CNM Wiki (hereinafter, the Wiki) serves as the main platform for contents of the Events including their minutes and recordings.
Calendar
- When it is launched, worldopp.org will serve as the official calendar for the Events. The calendars of the Channels can be used temporarily as the calendars.
RSVP options
Open-to-the-Public Events
- Unless they are the Host or special guests, participants of those Events that are open to the public shall be invited through the designated Channel, but may choose to participate or not to participate.
- Any individual including employment candidates (primarily residing in Kenya and only English speakers for now), aspiring volunteers (primarily residing in the Washington DC metro area), contractors, and partners of the Buyer who is interested in becoming a staffer one day is usually welcome to participate.
- The Buyer shall not collect private information such as actual name, social network, Skype and/or email credentials from the participants. During the Events, they may or may not identify or misidentify themselves; their emails and/or other contacts shall not be available for the Host or other participants.
Invitation-only Events
- The Host may choose to organize the Event that would be closed to the general public and all of its participants would be personally invited.
Materials
Notifications
- The Group publishes all the announcement and notifications for onsite Events and the FB Page does so for online Events in order at serves as a hub and/or notice board to reach out to potential and actual participants.
Videos and audios
- The Wiki publishes all the content of the Event including its specific agenda, minutes and all available recordings. The recordings can also be published at YouTube in order to be available to the general public.
Texts and graphics
- The Wiki publishes all the content of the Event including its specific agenda, minutes and all available recordings and, if the recordings are published at YouTube in order to be available to the general public, the links.
Agreement
- The following text is based on Careerprise independent contractor agreement and may be used for any agreement to organize one or more CNM Cyber events:
CNM Cyber event organizing agreement
This independent contractor agreement (hereinafter, the Agreement) is made and entered into as of 12:04 pm EST, January 1st, 2020 (hereinafter, the Effective Date) between Educaship Alliance LLC (hereinafter, the Company), a Virginia limited liability company, and ___________________________, a [State and business type] (hereinafter, the Contractor; both collectively, the Parties; separately, Party).
The Company requests the Contractor to organize one or more CNM Cyber standups (hereinafter, the Services) and the Parties therefore agree as follows:
- Term and Termination. This Agreement takes effect on the Effective Date, and remains in full force and effect until the Parties accomplish their obligations (hereinafter, the Term). Either Party may terminate this Agreement for any reason or no reason at all by providing the other Party written notice 30 days in advance.
- Contractor Services. The Services shall be provided according to the both:
- Requirements stated at the primary wikipage for CNM Cyber event as of the Effective Date; the wikipage is published at https://wiki.friendsofcnm.org/en/CNM_Cyber_event -- the whole wikipage, besides the See also section, serves as the requirements in a form of product epic;
- Requirements stated at the primary wikipage for the specific type of CNM Cyber event as of the Effective Date; the wikipage's link is published at the primary wikipage for CNM Cyber event in the Range of purposes section. The whole wikipage, besides the See also section, serves as the requirements in a form of product epic; and
- Schedule stated in Appendix C, which is an inalienable part of this Agreement.
- Independent Contractor Status. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Company. 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. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company. The Company 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.
- Ownership. The Contractor transfers and assigns to the Company 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 Company sees fit. The Company 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 Company about the display or displays. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.
- Representations. Both Parties represent 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.
- Indemnification. The Contractor shall defend, indemnify, and hold harmless the Company, 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.
- Confidential Information. Excluded.
- Communications. All the communications between the Parties that are related to this Agreement may and tend to occur electronically. The email communication is official and can be presented during possible litigation. The Parties' email addresses are stated in Appendix C to this Agreement. If any Party would like to change its email address, that Party shall notify another Party before the change.
- Limited Warranty. The Contractor does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free. 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, etc. Between the Parties, the Contractor's sole liability (and the Company'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 Company or some other party or is otherwise caused by factors outside the reasonable control of the Contractor. This section 9 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.
- Miscellaneous Provisions. This Agreement, and any accompanying appendices, requirement pages, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter 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. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party. 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. This Agreement shall not be assigned by either party without the express consent of the other party. 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. 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 State of Virginia. Each Party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Virginia.
The Parties are signing this Agreement electronically on the dates stated below.
Educaship Alliance LLC; by: GARY IHAR; name, title: Gary Ihar, director; date: January 7th, 2020
[CONTRACTOR NAME]; by: ________________________________; name: ________________; title:
