ADDENDUM

by | Feb 23, 2023 | Samples legal papers

ADDENDUM

THIS ADDENDUM dated this ____________day of ____________________________, ____________

BETWEEN

Deep Market Making Inc. (deepmm.com) (hereinafter referred to as the “Company”)

Contact Info: Address: _________________________________________________________________

Phone: __________________________________

Email: __________________________________ 

AND 

______________________________________________, (hereinafter referred to as the “Subcontractor”)

Contact Info: Address: _________________________________________________________________

Phone: __________________________ 

Email: ____________________________

The Company and the Subcontractor are collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

This document is about a contract agreement dated ________________between the Parties mentioned above (hereinafter referred to as the “original contract”).

May it be known that the undersigned Parties, for good consideration, do hereby agree to make the following changes and additions that are outlined below. These additions shall be made valid as if they are included in the original contract.

  1. NO OTHER CHANGE

Except as otherwise expressly provided in this agreement, all of the terms and conditions of the contract remain unchanged and in full force and effect.

The contract is amended as follows:

  1. COMMENCEMENT AND DURATION

This agreement shall come into force from ________________until_______________________________.

  1. NON-DISCLOSURE

3.1. The Sub-contractor shall not disclose, directly or indirectly to any other person, any information concerning the Company or this agreement, whether such information is stated to be confidential or not, without the Company’s written permission.

3.2. The Sub-contractor understands and acknowledges that all communications between the Subcontractor and the Company or the Company’s clients, contractors, employees, or agents, e.g., codes, artifacts, and any other related materials, shall be considered confidential unless otherwise communicated.

3.3. The Subcontractor acknowledges that it will be necessary for the Company to disclose certain confidential and proprietary information to the Subcontractor in order for the Subcontractor to perform their duties under this agreement. The Subcontractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Company. 

3.4. The Subcontractor agrees to use the Confidential Information solely in connection with the current or contemplated Work and/or business relationship between the parties and not for any purpose other than as authorized by this agreement without the prior written consent of an authorized representative of the Company.  No other right or license, whether expressed or implied, in the Confidential Information is granted to the Subcontractor hereunder.

3.5. Upon termination of the Subcontractor’s services to the Company, or at the Company’s request, the Subcontractor shall deliver all materials to the Company in the Subcontractor’s possession relating to the Company.

3.6. The Subcontractor acknowledges any breach or threatened breach of confidentiality in his agreement will result in irreparable harm to the Company for which damages would be an inadequate remedy. Therefore, the Company shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Company’s rights and remedies otherwise available at law.

3.7. The non-disclosure provisions of this agreement shall survive the termination of this agreement, and the Subcontractor’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Company sends the Subcontractor written notice releasing the Subcontractor from this agreement, whichever occurs first.

3.8. Each party warrants that it has the right to make the disclosures under this agreement. No warranties are made by either Party under this agreement whatsoever.  Further, neither Party is under any obligation under this agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other Party nor to the other Party’s Representatives resulting from any use of the Confidential Information except with respect to the disclosure of such Confidential Information in violation of this agreement.  

  1. NON-SOLICITATION

4.1. The Subcontractor shall not, during the term of the existing Work-for-hire Agreement or upon the termination/cancellation thereof, contact the Company’s clients/customers directly regarding issues arising from the performance of the Business Agreement between them. Such issues include but are not limited to payment disputes and complaints by the Company’s customers. The Subcontractor shall contact the Company by a call on the Company’s office Phone Number.

4.2. The Subcontractor understands that any communication with the Company’s clients shall only be through the Company. The Subcontractor shall not, directly or indirectly, call, contact, or communicate with the clients without prior notice with the Company.

4.3. Upon termination/cancellation of the Work-for-hire Agreement between the parties, the Subcontractor shall not retain any of the Company’s clients they had been booked to work for. The Subcontractor understands that the clients and customers shall be re-assigned to another contractor. 

4.5. The Subcontractor shall not interfere with the Company’s relationship with or endeavor to entice away from the Company, the Company’s customers, or any person who had a material business relationship with the Company in the duration of this agreement and one (1) year after the termination of this agreement. This Section shall survive the termination of this agreement.

  1. RELATIONSHIPS

Nothing contained in this agreement shall be deemed to constitute either Party a partner, joint venture, or employee of the other Party for any purpose. The Subcontractor acknowledges that there exists a work-for-hire Agreement between them and the Company.

  1. WORK FOR HIRE

It is the intention of the Parties that all rights, including, without limitation, any ideas, concepts, discoveries, techniques, patents, copyrights, trademarks which are developed or discovered by the Subcontractor, solely or jointly with others, in connection with the services performed for the Company (the “Work”) shall vest in the Company. 

The Parties expressly acknowledge that the Work was specially ordered or commissioned by the Company, and further agree that it shall be considered a “work made for hire” within the meaning of the copyright laws of the United States and that the Company is entitled as author to the copyright and all of the rights to the Work, throughout the world, including, but not limited to, the right to make such changes in the Work and such uses of the Work, as the Company may determine in its sole and absolute discretion.

  1. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement. If Mediation fails to resolve the dispute, Parties shall result to Arbitration by a qualified Arbitrator agreed by the Parties in writing.  If the parties cannot agree on an Arbitrator, each Party shall select one Arbitrator, and both Arbitrators shall then decide a third.  The third Arbitrator so selected shall arbitrate the said dispute. The Arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

  1. GENERAL PROVISIONS
  • The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
  • This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. If any ambiguity is found in the agreement or various documents forming this agreement, the Company shall issue any necessary clarification or instruction. The Parties will exercise utmost good faith in this agreement.
  • Parties may alter this agreement subject to a written document signed by all Parties.
  • Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
  • This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
  • The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
  • Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
  • Parties shall be served through their above-named addresses; either Party may change their addressees by reasonable written notice given to the other Party.
  • This agreement shall be governed by and construed per the laws of the State of New Jersey, USA. Exclusive jurisdiction and venue shall be in the State of New Jersey, USA.

Each Party represents and warrants to the other that such Party has acted in good faith and agrees to continue to so act in the negotiation, execution, delivery, performance, and any termination of this agreement.

IN WITNESS WHEREOF, this agreement has been executed by the parties as of the Effective Date.

COMPANY: _______________________       _________________________________      ____________

                     (SIGNATURE)                              (NAME)                                                  (DATE)

SUBCONTRACTOR: _________________     _______________________________    ______________

                                  (SIGNATURE)                          (NAME)                                    (DATE)

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