INDEPENDENT CONSULTANT MARKETING SERVICES AGREEMENT
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3. INDEPENDENT CONSULTANT RELATIONSHIP. Consultant’s relationship with Client is that of
an independent Consultant, and nothing i
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n this Agreement is intended to, or should be construed to;
create a partnership, agency, joint venture or employment relationship. The Client is not required to pay
or make any contributions to any social security, local, state, or federal tax, unemployment
compensation, workers compensation, insurance premium, profit-sharing, pension, or any other
employee benefit for the Consultant during the term. The Consultant is responsible for paying and
complying with reporting requirements for all local, state, and federal taxes related to payments made to
the Consultant under this agreement. The Consultant hereby agrees that it will not represent to any third
party that its engagement by the Client is in any capacity other than as an independent Consultant.
4. INTELLECTUAL PROPERTY RIGHTS.
DISCLOSURE AND ASSIGNMENT OF INTELLECTUAL PROPERTY.
4.1. a. Intellectual Property. “Intellectual Property” includes any and all articles, new or useful art,
discoveries, improvements, technical developments, know-how, formulae, processes, manufacturing
techniques, trade secrets, ideas, or inventions, whether or not patent-able and all copyright-able works,
designs, mask-works, trademarks, patents, patent applications, artwork and software, that Consultant,
solely or jointly with others, makes, conceives or reduces to practice within the scope of Consultant’s
work for Client under this Agreement.
4.1. b. Disclosure and Ownership of Intellectual Property. Consultant agrees to make and maintain
adequate and current records of all inventions, which records shall be and remain the property of
Client. Consultant agrees to promptly disclose every invention to Client. Consultant hereby assigns
and agrees to assign to Client or its designee its entire right, title and interest worldwide in all
Intellectual Property.
4.1. c. Assistance. Consultant agrees to execute upon Client’s request a signed transfer of ownership to
Client for all, inventions and all works subject to copyright protection, including, but not limited to,
content articles, computer programs, notes, sketches, drawings and reports. Consultant agrees to assist
Client in any reasonable manner to obtain and enforce Client’s benefit patents, copyrights, mask-
works, and other property rights in any and all countries, and Consultant agrees to execute, when
requested, patent, copyright or similar applications and assignments to Client and any other lawful
documents deemed necessary by Client to carry out the purpose of this Agreement. If called upon to
render assistance under this paragraph, Consultant will be entitled to a fair and reasonable fee in
addition to reimbursement of authorized expenses incurred at the prior written request of Client. In the
event that Client is unable for any reason to secure Consultant’s signature to any document required to
apply for or execute any patent, copyright, mask-work or other applications with respect to any
Intellectual Property (including improvements, renewals, extensions, continuations, divisions or
continuations in part thereof), Consultant hereby irrevocably designates and appoints Client and its
duly authorized officers and agents as its agents and attorneys-in-fact to act for and in its behalf and
instead of Consultant, to execute and file any such application and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights, mask-works or other rights thereon
with the same legal force and effect as if executed by Consultant.
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4.2. a. Definition of Confidential Information. “Confidential Information” as used in this Agreement
shall mean any and all technical and non-technical information and proprietary information, including
without limitation, techniques, sketches, drawings, models, Intellectual Property, apparatus,
equipment, algorithms, software programs and software source code documents, related to the current,
future and proposed products and services of Client, its suppliers and customers, Client’s information
concerning research, experimental work, development, design details and specifications, engineering
information, financial information, procurement requirements, purchasing and manufacturing
information, customer lists, business forecasts, sales and merchandising and marketing plans and
information.
4.2. b.. In addition, All non-public, confidential or proprietary information of the Client, disclosed by the Client to
the Consultant, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is
confidential, solely for the use of performing this Agreement and may not be disclosed, copied, or dealt with in
any similar manner unless authorized in advance by the Client in writing. Upon the Client’s request, the
Consultant shall promptly return all documents and other confidential materials received from the Client. The
Client shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to
information that, at the time of disclosure, (i) is or has been available publicly, other than for the reason of
disclosure directly or indirectly by the Consultant; or (ii) has been made available to the Consultant and not bound
by the obligation of confidentiality, or confidential information obtained independently by the Consultant without
assistance, utilization, or use of confidential information. In addition, this Agreement is confidential and cannot be
divulged to third parties, unless as provided by law, without the written consent of the Client.
4.2. c.The Consultant must use a reasonable degree of care to protect the Confidential Information and to prevent
any unauthorized use or disclosure of the Confidential Information. The Consultant may share the Confidential
Information with its representatives who need to know it in connection with performance of this Agreement and
only if they have agreed in writing to keep the information confidential on terms no less protective than the terms
contained in this Agreement Neither party shall communicate any information to the other in violation of the
proprietary rights of any third party. Consultant will immediately give notice to Client of any unauthorized use or
disclosure of the Confidential Information. Consultant agrees to assist Client in remedying any such unauthorized
use or disclosure of the Confidential Information. The Consultant may disclose Confidential Information when
compelled to do so by a valid court order, other governmental body, or by law provided Recipient provides
prompt prior notice to Discloser if allowed.
4.3 Return Of Client’s Property. All materials (including, without limitation, content articles, source
code, documents, drawings, models, apparatus, sketches, designs and lists) furnished to Consultant by
Client, whether delivered to Consultant by Client or made by Consultant in the performance of
services under this Agreement (collectively referred to as the “Client Property”) are the sole and
exclusive property of Client and/or its suppliers or customers. Consultant agrees to keep all Client
property at Client’s premises unless otherwise permitted in writing by Client. Consultant agrees to
promptly deliver the original and any copies of the Client Property to Client at any time upon Client’s
request. Upon termination of this Agreement by either party for any reason, Consultant agrees to
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promptly deliver to Client or destroy, at Client’s option, the original and any copies of the Client
Property. Within five (5) days after the termination of this Agreement, Consultant agrees to certify in
writing that Consultant has so returned or destroyed all such Client Property. Where applicable, all
property should be returned in the same condition at issuance failure to which damages shall become
payable. Reasonable wear and tear will be allowed. The Consultant shall reimburse Client for any
Client property lost or damaged in an amount equal to the market price of such property.
4.4 Observance of Client Rules. While on Client’s premises, Consultant shall observe Client’s rules
and regulations with respect to conduct, health and safety and protection of persons andproperty.
5. NO CONFLICT OF INTEREST. During the term of this Agreement, Consultant will not accept work,
enter into a contract, or accept any obligation, inconsistent with this Agreement. Consultant warrants
that, to the best of its knowledge, there is no other contract or duty on Consultant’s part, which
conflicts with this Agreement. Consultant agrees to indemnify Client from any and all loss or liability
incurred by reason of the alleged breach by Consultant of any services agreement with any third party.
6. TERM AND TERMINATION.
6.1. TERMINATION. Either party may terminate this Agreement, with or without cause, at any time
upon fifteen- (15) days’ prior written notice to the other party. In the event of termination, Consultant’s
stock options shall immediately stop vesting.
6.2. SURVIVAL. The rights and obligations contained in Sections 4 (“Intellectual Property Rights”)
and 7 (“Noninterference with Business”) will survive any termination or expiration of this Agreement.
7. NONINTERFERENCE WITH BUSINESS. During this Agreement, and for a period of two years
immediately following its termination, , Consultant agrees not to interfere with the business of Client
in any manner. By way of example and not of limitation, Consultant agrees not to solicit or induce
any customers of the Client, employee or independentConsultant to terminate or breach an
employment, contractual or other relationship with Client.
8. SUCCESSOR AND ASSIGNS. Consultant may not assign this Agreement or subcontract or
otherwise delegate its obligations under this Agreement without Client’s prior written consent. Subject
to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and will be
binding on Consultant’s assignees.
9. CONSEQUENTIAL DAMAGES. Neither party will be liable to the other for any consequential,
special or incidental damages.
10. NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows : (I) by personal delivery when deliveredpersonally and receipted for by the
party addressee, on the date of such receipt; (ii) by overnight courier upon written verification of
receipt; iii) by e-mail or facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses set forth above or such other addresses as either party
may specify in writing.
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11. GOVERNING LAW. This Agreement shall he governed in all respects by the laws of the State of
California without regard to its conflict of laws provisions.
12. SEVERABILITY. Should any provisions at this Agreement be held by a court of law to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby.
13. WAIVER. The waiver by Client of a breach of any provision of this Agreement by Consultant shall not
operate or be construed as a waiver of any other or subsequent breach by Consultant.
14. INJUNCTIVE RELIEF FOR BREACH. Consultant’s obligations under this Agreement are of a unique
character that gives them particular value; breach of any of such obligations will result in irreparable and
continuing damage to Client or which there will be no adequate remedy at law; and, in the event of such
breach, Client will be entitled to injunctive relief and/or a decree for specific performance, and such other
and further relief as may be proper (including monetary damages if appropriate).
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to
this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning
such subject matter. The terms of this Agreement will govern all Project Assignments and services
undertaken by Consultant for Client. This Agreement will govern all Project Assignments and services
undertaken by Consultant for Client. This Agreement may only be changed by mutual agreement of
authorized representatives of the parties in writing. IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.
Phone: 951-898-5733 Email:mvernon@legacyfoundationcorporation.com
(“Consultant”) Date:
Phone: Email:
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