Contract Services. You hereby agree to provide the Contract Services to the Company, as requested in writing by the Company and agreed upon from time to time by you and the Company during the term specified below. In connection with such services, you agree to exercise diligently your best efforts and to commit such time as may be reasonably necessary to assist the Company in meeting its internal goals and its obligations to its clients or customers.
Independent Contractor Relationship. It is the intention of the parties to establish an independent contractor relationship, and not an employer/employee relationship, partnership, or joint venture. Unless otherwise specifically agreed upon in writing, you will not have any authority to act as the Company’s agent for any purpose, or to otherwise incur any liability or obligation in the name or on behalf of the Company. You will retain sole discretion and judgment as to the manner and means of performing your responsibilities under this Agreement. Beyond assuring that your activities and operations are in conformity with the Company’s internal policies and goals, and its obligations to its customers or clients, the Company will not direct or control your activities. You and the Company will agree from time to time as to whether Contract Services rendered by you will be rendered on the premises of the Company, its customers or clients, or in your offices.
Compensation. Your compensation for professional services rendered under this agreement will be provided on a separate compensation plan.
Payment of Taxes; Insurance; Regulatory Matters. You will not be treated as an employee of the Company for any purposes including, without limitation, tax and employee benefits purposes with respect to Contract Services. Since you are not an employee, you acknowledge and agree that the Company will not provide you with workers compensation or other insurance coverage, or withhold income taxes, social security taxes, disability, unemployment insurance payments or any other assessments or taxes from the compensation paid to you hereunder, unless required to do so by law, notwithstanding you independent contractor status. However, the Company will report compensation paid to you on IRS Form 1099 or otherwise as required by law. You agree to be solely responsible for (i) all federal, state, and local taxes due with respect to your compensation and other payments made under this Agreement; and (ii) compliance with all applicable licensing, insurance and other legal requirements relevant to the Contract Services rendered by you.
Assignment of Developments. If at any
time or times during your association with the Company, you (either alone or
with others) make, conceive, create, discover, invent or reduce to practice any
Development (as defined in Section 5.5) that (i) relates to the business of the
Company, or any customer or client of, or supplier, to the Company or any of
the products or services being developed, manufactured or sold by the Company
or which may be used in relation therewith; or (ii) results from tasks assigned
to you by the Company; or (iii) results from the use of premises or personal
property (whether tangible or intangible) owned, leased or contracted for by
the Company, then all such Developments and the benefits thereof are and shall
immediately become the sole and absolute property of the Company and its
assigns, as works made for hire or otherwise.
You agree to promptly disclose in writing to the Company (or any persons
designated by it) each such Development.
You hereby assign all rights (including, but not limited to, rights to
inventions, patentable subject matter, copyrights and trademarks) you may have
or may acquire in the Developments and all benefits and/or rights resulting
therefrom to the Company and its assigns without further compensation and you
agree to communicate, without cost or delay, and without disclosing the same to
others, all available information relating thereto (with all necessary plans
and models) to the Company.
You agree to
assist, upon request, in locating writings and other physical evidence of the
making of my Developments and provide unrecorded information relating to them,
and give testimony in any proceeding in which any of my Developments or any
application or patent directed thereto may be involved, provided that
reasonable compensation shall be paid to you for such services. Notwithstanding the foregoing, no obligation
is imposed on the Company to remunerate you at a higher rate for the giving of
testimony than the rate established by law for the compensation of witnesses in
the court or tribunal where the testimony is taken. To the extent feasible, the Company will use
commercially reasonable efforts to request such assistance at times and places
as will least interfere with your other employment or professional obligations.
You agree to
promptly disclose to the Company all material which you produce, compose or
write, individually or in collaboration with others, which arises out of work
delegated to you by the Company. You
agree that all such material constitutes a work for hire, and at the expense of
the Company, you will assign to the Company all your interest in such
copyrightable material and will sign all papers and do all other acts necessary
to assist the Company to obtain copyrights on such material in any and all countries.
Any
Development relating to the Company’s business made by you within one (1) year
following the termination of your association with the Company (and which is
required to be disclosed in accordance with Section 5.1 above) shall be
presumed to be owned by the Company.
Accordingly, you agree that such Developments are to be assigned to the
Company in accordance with this Section 5, unless you establish otherwise.
The term
“Developments” shall mean any invention, modification, discovery,
design development, improvement, process, software program, work of authorship,
documentation, formula, data, technology, technique, know-how, trade secret or
intellectual property right whatsoever, or any interest therein (whether or not
patentable or registrable under patent, trademark copyright or similar statutes
or subject to analogous protection).
Other Clients. The Company understands and agrees that this will be a non-exclusive agreement and it is anticipated that you will provide professional services to third parties during the term of this Agreement so long as the products and/or services are not competitive to those offer by the Company as outlined in section 11. However, nothing set forth in this Section 6 shall be deemed to constitute a defense in the event of any failure on your part to perform your obligations hereunder.
Computers and Other Office Equipment. As agreed by the Company, we may provide you a computer and other tools and equipment required by you in connection with rendering the services contemplated hereunder. The computer will remain as property of Wurkwel Ventures, LLC if you depart from the company.
Confidentiality. Any and all information, data, files, documentation or other materials received, encountered or developed by you in the course of performance of services hereunder or otherwise in connection with your dealings with the Company or its clients (hereafter “Proprietary Information“) will be considered the confidential and proprietary property of the Company or its client companies, as the case may be. You acknowledge and agree the Proprietary Information constitutes trade secrets and the proprietary and confidential information of the Company or its client companies, as the case may be, and the Proprietary Information is and will remain the property of the Company or its client companies during the term of this Agreement, and thereafter. You agree not to sell, assign, transfer, copy, distribute, disclose, commercially exploit or otherwise make use of such Proprietary Information or any part thereof to or for the use or benefit of yourself, or for the use or benefit of any other person, firm, corporation or entity of any nature, except as specifically authorized in writing by the Company or any client having rights to such Proprietary Information. You further agree to confine knowledge and use of Proprietary Information to the proper performance of your duties and obligations pursuant to this Agreement. You agree to exercise all reasonable precautions to prevent unauthorized access by third parties (other than employees and agents of the Company or the client of the Company to which such information relates) to the Proprietary Information in your possession and control. Upon the expiration and termination of this Agreement, or your services with respect to a particular client of the Company in connection with this Agreement, for any reason, you will promptly return to the Company all copies of Proprietary Information and derivative materials in your possession whether authorized or unauthorized. You agree that any violation of your obligations hereunder would cause the Company or its client, as the case may be, irreparable injury from which it would have no adequate remedy at law, and in the event of any such violation, you agree that the Company and its client shall be entitled to the remedies of specific enforcement and injunctive relief, in addition to any other remedies to which the Company or its client may be entitled at law or in equity. The obligations evidenced by the provisions of our Agreement will survive the termination of the Agreement and the termination of your services with respect to any particular client in connection with this Agreement, for any reason. You further agree that no news release, public announcement, advertisement or publicity shall be undertaken or made by you or on your behalf concerning your activities in connection with this Agreement without the prior written consent of the Company. Without limiting the generality of the foregoing, you agree not to use any client as a business or customer reference without the prior written consent of the Company or such client.
Duration. The term of this Agreement shall be stated in offer Both parties shall have the right to terminate this Agreement immediately without further liability to it. Furthermore, the Company shall have the right, in its sole discretion, to require you to cease performing work for any client immediately upon written notice to you.
No Solicitation. As a material inducement to the Company entering into this Agreement you agree not to solicit or hire, directly or indirectly, any employee or independent contractor of the Company or those of any client during the term of this Agreement, or any other periods during which you may render services to the Company, whether under the terms of this Agreement or otherwise, and irrespective of any intervening periods, and in each case, for a period of two (2) years thereafter.
No Competition. You acknowledge that the terms of this Agreement will give you access to confidential and proprietary information concerning the Company, its clients, business operations, pricing and future plans, including Proprietary Information, and this information, together with the business contacts made by you while rendering services to the Company, will place you in a position to cause serious and irreparable harm to the Company by engaging in competition with us. In recognition of this risk, you agree that during the term of this Agreement, or any other periods during which you may render services to or for the benefit of the Company, whether under the terms of this Agreement or otherwise, and irrespective of any intervening periods, and in each case, for a period of 2 years thereafter, you will not directly or indirectly provide or solicit the provision of any services to any client of the Company or any person or entity with which the Company engaged in discussions or negotiations regarding the provision of facility decommissioning, asset liquidation, continuity planning, evacuation planning, emergency recovery services, computer aided facility management applications or other technologies previously used or developed, or are in development for future use by the Company which compete directly with the above noted services provided by the Company to its clients. You further agree the restrictions set forth in this Section 11 are reasonable in terms of their scope and duration and that such restrictions will not unreasonably impair your ability to earn a livelihood. You further expressly acknowledge and agree that the provisions of this Section 11 are intended by you and the Company to survive and remain in full force and effect irrespective of any future change in your relationship with the Company, including without limitation, you’re joining the Company as an employee.
No Conflicting Agreements. You hereby represent and warrant to the Company that you are not a party to any agreement with a third party which conflicts with your obligations to the Company under the terms of this Agreement. You represent that you have the legal right to enter into this Agreement and you further represent and warrant that no third party will have any claims to work for hire produced by you for the Company as a result of any other work for hire, assignment of inventions or other agreement between you and any third party.
Miscellaneous. This Agreement represents the entire agreement between the parties with respect to the subject written hereof, and supersedes all prior and contemporaneous agreements, oral and written. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan.