Service Provider Program Terms of Service & Agreement for Consulting Services
It is agreed by and between GoGlobal! Interactive ("GoGlobal!"), a California sole proprietorship, Service Provider (“Service Provider”), as follows:
Payment for the referall will be made by GoGlobal! within 15 business days of receiving milestone and/or final payment from Referred Client. Service Provide agrees that it will not reveal its payment terms to Referred Clients.
Exhibit A - CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT
I acknowledge that GoGlobal! operates in a competitive environment and that GoGlobal! enhances its opportunities to succeed by establishing certain policies, including those included in this Agreement. This Agreement is designed to confirm that I will maintain the confidentiality of GoGlobal!’ trade secrets; I will use those trade secrets for the exclusive benefit of GoGlobal!; relevant inventions that I create will be owned by GoGlobal!; my prior and continuing activities separate from GoGlobal! will not conflict with GoGlobal!’ development of its proprietary rights; and when and if my contract with GoGlobal! terminates, I will not use my prior position with GoGlobal! to the detriment of GoGlobal!.
For good and valuable consideration, including compensation to be paid to me as a contractor of GoGlobal!, I agree that:
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS YOUR RIGHTS TO INVENTIONS YOU MAY MAKE DURING YOUR CONTRACT.
(a) Service Provider will supply all tools and equipment necessary to perform the Services.
(b) Service Provider is solely responsible for all taxes, withholdings and other similar statutory obligations; and Service Provider agreed to defend, indemnify and hold GoGlobal! harmless from any and all claims made by any entity on account of an alleged failure by Service Provider to satisfy any such tax or withholding obligations.
(c) Service Provider will indemnify and hold GoGlobal! harmless from, and will defend GoGlobal! against, any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from acts or omissions of Service Provider, or from the breach of any term or condition of this Agreement attributable to Service Provider or Service Provider’s agents.
(a) I acknowledge that GoGlobal! possesses and will continue to develop and acquire valuable Proprietary Information (as defined below), including information that I may develop or discover as a result of my contract with GoGlobal!. The value of that Proprietary Information depends on it remaining confidential. GoGlobal! depends on me to maintain that confidentiality, and I accept that position of trust.
(b) As used in this Agreement, “Proprietary Information” means any information (including, without limitation, any formula, algorithm, computer program, pattern, compilation, device, method, technique or process) that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and includes, without limitation, information of GoGlobal!, its customers, suppliers, joint venturers, licensors, licensees, distributors and other persons and entities with whom GoGlobal! does business. Proprietary Information includes, without limitation, proprietary methods and know-how, financial information, business plans and methods, customer lists and information, supplier lists and information, information about employees, product costs and pricing information and information about GoGlobal! contracts and cooperative relationships.
(c) I will not disclose or use at any time, either during or after termination of my contract with GoGlobal!, any Proprietary Information except for the exclusive benefit of GoGlobal! as required by my duties for GoGlobal!, or as GoGlobal! expressly may consent to in writing. I will cooperate with GoGlobal! and use my best efforts to prevent the unauthorized disclosure, use or reproduction of all Proprietary Information.
(d) Upon termination of my contract with GoGlobal! for any reason, I immediately will deliver to GoGlobal! all tangible, written, graphical, machine readable and other materials (including all copies) in my possession or under my control containing or disclosing Proprietary Information.
(a) I agree to communicate to GoGlobal! as promptly and fully as practicable all Inventions (as defined below) conceived or reduced to practice by me (alone or jointly by others) at any time during my contract with GoGlobal!. I hereby assign to GoGlobal! and/or its nominees all my right, title, and interest in such Inventions, and all my right, title and interest in any patents, copyrights, patent applications, or copyright applications based thereon. Further, copyrightable materials created by me in connection with my contract will be “works made for hire,” and therefore owned by GoGlobal!. I will assist GoGlobal! and/or its nominees (without charge but at no expense to me) at any time and in every proper way to obtain for its and/or their own benefit, patents and copyrights for all such Inventions anywhere in the world and to enforce its and/or their rights in legal proceedings.
(b) As used in this Agreement, the term “Inventions” includes, but is not limited to, all discoveries, improvements, processes, developments, designs, know-how, data, computer programs and formulae, whether patentable or unpatentable, including, without limitation, related to computer software, source code, algorithms and interface design.
(c) Notwithstanding the foregoing, I also assign to GoGlobal! (or to any of its nominees) all rights which I may have or acquire in any Invention, full title to which is required to be in the United States by a contract between GoGlobal! and the United States or any of its agencies.
(d) I hereby irrevocably designate and appoint GoGlobal! and each of its duly authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf and stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed and delivered by me.
(a) While contracted by GoGlobal! and for one year following the termination of my contract with GoGlobal!, I will not, directly or indirectly, solicit, for the purposes of hiring them or causing them to terminate their employment with GoGlobal!, any then employee of GoGlobal!. During my contract, and for one year following termination of my contract, I will not contact or solicit business of (other than for the account of GoGlobal!) any client, customer or licensee of GoGlobal! with whom I have been in contact as a result of my work with GoGlobal!.
(b) My obligations under this Agreement may not be modified or terminated, in whole or in part, except in writing signed by an authorized officer of GoGlobal! or his or her designee. Any waiver by GoGlobal! of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.
(c) Each provision of this Agreement will be treated as a separate and independent clause, and the unenforceability of any one provision will in no way impair the enforceability of any other provision. If any provision is held to be unenforceable, such provision will be construed by the appropriate judicial body by limiting or reducing it to the minimum extent necessary to make it legally enforceable.
(d) My obligations under this Agreement will survive the termination of my contract with GoGlobal!, regardless of the manner of such termination. Subject to the restrictions contained herein, this Agreement will inure to the benefit of and be binding upon the successors and assigns of GoGlobal! and the undersigned.
(e) I understand that the provisions of this Agreement are a material condition to my contracting with GoGlobal!.
(f) Any breach of this Agreement likely will cause irreparable harm to GoGlobal! for which money damages could not reasonably or adequately compensate GoGlobal!. Accordingly, I agree that GoGlobal! will be entitled to injunctive relief to enforce this Agreement, in addition to damages and other available remedies.
(g) This Agreement will be governed by and interpreted in accordance with the laws of the State of California governing a contract made and wholly performed within California.
(h) This Agreement contains the complete agreement between GoGlobal! and me concerning the subject matter hereof and supersedes all other agreements and understandings concerning such subject matter. This Agreement may be executed in counterparts.