WHEREAS, the Company wishes to engage the Instructor as an independent contractor to perform the duties listed below and Instructor wishes to accept such engagement.
NOW, THEREFORE, for and in consideration of this Agreement, the engaging of the Instructor and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. ENGAGEMENT. The Company hereby engages Instructor, and Instructor accepts such engagement, as an independent contractor, to provide professional services through the Company’s proprietary webcasting services in the instruments and in the manner set forth in Exhibit A hereto (the “Services”). This engagement is not exclusive, and nothing in this Agreement shall be construed to preclude the Company from soliciting or engaging others to act as an independent contractor on behalf of the Company for services that are similar to the Services. Nothing in this in this Agreement shall be construed to preclude Instructor from soliciting and accepting instruction or performance activities that do not conflict with Instructor’s commitment as set forth in Para.2.
2. BASIC OBLIGATIONS AND DUTIES. Instructor represents and warrants that Instructor has the knowledge, skills and experience necessary to undertake the Services. Instructor agrees that, during the term of this Agreement, Instructor will diligently perform Instructor’s assigned duties, and abide by the provisions of the Company’s Code of Conduct as set forth in Exhibit A as amended from time to time by the Company. All instructors must pass a criminal background check and will be subject for skill level reviews by the company. All customers will be advised not to provide personal information such as addresses, phone numbers or other methods of personal contact. Instructors should not solicit this information from customers.
3. TERM. Subject to the provisions for termination hereinafter provided, this Agreement shall become effective as of the date and year first above written and shall continue until terminated. This Agreement may be renewed by affirmative notice to the Instructor of such renewal by the Company but shall not be automatically renewed.
4. COMPENSATION – The compensation will be determined by the specific platform and independent contractor agreement.
5. TERMINATION. This Agreement may be terminated for cause or any reason that will impact the business or moral standing of the company or as set forth in Section 14 hereof. Instructor may terminate this agreement within 7 days upon written/electronic notification to the company. In any event, this Agreement will terminate automatically upon the death of Instructor or the inability of Instructor because of a medically determinable physical or mental disability to perform substantially all of Instructor’s duties hereunder or the liquidation, dissolution or discontinuance of business by the Company in any manner or the filing of any petition by or against the Company under any federal or state bankruptcy or insolvency laws, which petition shall not be dismissed within 60 days after filing. Upon termination, all Fees and reimbursements shall be paid and provided to the date of termination.
6. CONFIDENTIAL OR PROPRIETARY INFORMATION. During the performance of any Services and thereafter, Instructor agrees that Instructor will not, without the prior written consent of the Company, divulge to any third party, or use for Instructor’s or any third party’s benefit, any information that the Company identifies, in writing, digitally, or verbally as constituting confidential or proprietary information and to which Instructor has access as a result of the performance of Services hereunder. Confidential or proprietary information shall not include information of the Company that (a) is already known by Instructor at the time of its disclosure; (b) is or becomes publicly known through no fault by Instructor; (c) is received from a third party free to disclose it to Instructor; (d) is independently developed by Instructor as evidenced by written records contemporaneously maintained; or (e) is communicated to a third party with the express written consent of the Company.
7. INVENTIONS. Instructor agrees that all inventions developed, work performed or discoveries, relating directly or indirectly to business processes or technology of the Company made by Instructor in the course of the performance of Services hereunder (“Inventions”) shall be the sole and exclusive property of the Company. Instructor agrees to promptly disclose to the Company all Inventions and keep accurate records relating to the conception and reduction to practice of all Inventions, which records shall be the sole and exclusive property of the Company. Instructor also hereby assigns to the Company the entire right, title and interest in and to the Inventions and in and to all proprietary rights therein or based thereon including without limitation any and all copyrights, patents, mask work rights or other intellectual property rights relating to all Inventions. Without limiting the foregoing, Instructor agrees that all Inventions which are protectable by copyright and may constitute “works made for hire” pursuant to United States Copyright Act (17 U.S.C., Section 101) shall be deemed to be “works made for hire.”
8. NON-COMPETITION. In view of Instructor’s access to the Company’s confidential or proprietary information, trade secrets and other proprietary know-how and in order to protect the same, Instructor agrees that Instructor will not, without the Company’s prior written approval, provide services using the Company business process model and proprietary equipment (whether as an employee, consultant, proprietor, stockholder, partner, director or otherwise) similar to the Services hereunder to any person or entity which has or is developing products or services which compete or can reasonably be anticipated to compete, either directly or indirectly, with the products or services then offered or reasonably anticipated to be offered by the Company. The obligations of this Section 8 shall continue during the term of this Agreement and for a period of 12 months after the termination of this Agreement (the “Restricted Period”).
9. NON-SOLICITATION AND NON-DISPARAGEMENT. (a) During the Restricted Period, Instructor will not, without the Company’s prior written consent, directly or indirectly, solicit or encourage any person or entity who is or was during the period of Instructor’s engagement by the Company an employee or contractor of the Company or its affiliates to accept employment with another person or entity or to terminate employment with, or cease providing services to, the Company or its affiliates. During the Restricted Period, Instructor will not, whether for Instructor’s own account or for the account of any third party, solicit any person or entity who is or was during the period of Instructor’s engagement by the Company a partner, supplier, customer or client of the Company or its affiliates to purchase a product or service competitive with a product or service of the Company. (b) Instructor agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage the Company, its officers, directors or employees, or its business, services or products.
10. REPRESENTATION AND WARRANTY AND SURVIVAL. Instructor warrants that everything delivered to the Company under this Agreement shall be original work and that all such materials will not violate any copyright, trade secret or other proprietary right of any third party. Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
11. WAIVER. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power granted hereunder at any particular time be deemed a waiver or relinquishment of such rights or power at any other time or times.
12. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Instructor and the Company. Neither party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor. Except as provided herein, neither party shall have any power or authority to bind or commit the other. Instructor shall pay all taxes of any kind whatsoever which arise from the compensation paid to Instructor hereunder and shall indemnify and hold the Company harmless from failure to pay such taxes.
13. SEVERABILITY. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
a. Governing Law .
This Agreement shall be governed by the laws of the State of Delaware. In the event of a dispute or claim, relating to or arising out of our relationship you and the Company agree, that all such disputes shall be resolved by binding arbitration conducted by the American Arbitration Association in Newark, Delaware. We waive our rights to have such disputes tried by a court or jury. However, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company's trade secrets or proprietary information. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorney’s fees to be fixed by the arbitrator, trial court, and/or appellate court
b. Entire Agreement; Amendments.
This Agreement sets forth the entire understanding of the parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein. No alteration, amendment, change or addition to this Agreement shall be binding upon any party unless in writing and signed by the party to be charged.
This Agreement, and all of Instructor’s rights and duties hereunder, shall not be assignable or delegable by Instructor. The Company and its successors and assigns may, at any time and from time to time, assign its rights and obligations under this Agreement, Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.
For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or internationally recognized courier service addressed to the respective addresses set forth below in this Agreement, or via facsimile to the number set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
LPS ENTERPRISES, INC.
1170 Tree Swallow Road Suite 333
Winter Springs FL 32708, United States
If to the Instructor
f. Counterparts This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart.