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Last updated September 13, 2023
FEES
TERMINATION
The Agreement shall be valid for Twenty-Four (24) months and then shall automatically renew perpetually every year (12) months unless with a 30-day notice of termination to be sent to the other party per the provisions of Section XVII before the Twenty-Four months, for example if the client will be selling their store, takes over their store, or wants to close their store.
RELATIONSHIP BETWEEN PARTIES
Client acknowledges and agrees that Provider is an independent contractor and not an employee or partner of the Client, and shall at all times act as an independent contractor in performing the Services under this Agreement. Nothing contained herein shall be construed or applied so as to create a partnership, agency, or the relationship of employer and employee between Provider and Client. Neither Client nor Client’s employees, if any, shall hold itself, herself/himself out as an officer or employee of the Provider or any of the business entities of the Provider. Neither Provider nor Provider’s employees, if any, shall make any claim based on any right or privilege applicable to the Client’s employees, nor shall they be entitled to participate in any pension, welfare, stock, bonus, profit-sharing, health insurance or other employee plans or arrangements of the Client. For the avoidance of doubt, Provider may not, at any time, sign any document on behalf of the Client and Client may not, at any time, sign any document on behalf of the Provider.
CONFIDENTIALITY
Client acknowledges that during the engagement, Client will have access to and become acquainted with confidential information regarding the Provider and its affiliates, including personal information, trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Provider and/or used by the Provider in connection with the operation of its business, including, without limitation, the Provider’s financial records; patents; technological know-how; business, marketing, and strategic plans; customer lists; personnel and payroll records regarding current and former employees; vendors, and suppliers; databases, reports; designs, drawings, artwork, graphics, mock-ups, charts, programs; research; software; hardware; tapes; rolodexes; telephone and address books; personal data, listings; programming; client files and records; trade secrets; and any other non-public documents or information regarding the Provider’s business operations, services, systems, costs, procedures, or practices, regardless of the form and medium in which such materials exist or are stored (collectively, “Confidential Information”). In addition, the Client acknowledges that Provider will provide valuable information to the Client concerning potential customers, clients, business partners, business know-how, strategic plans and other valuable information which the Client would not have learned other than through this engagement, all of which shall be included in the definition of “Confidential Information.” Client and the Provider agree that neither party will disclose any of this proprietary or Confidential Information, directly or indirectly, or use any of it in any manner, either during the Term of this Agreement or at any later time, except as required in the course of this engagement with the Provider or as necessary for the Client to carry out administrative functions. All files, records, documents, patents, technological know-how, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Provider, including electronic records stored on a personal computer or laptop or other mobile device, whether prepared by or available to Client or otherwise coming into Client’s possession, shall remain the exclusive property of the Provider. Other than information related to the calculation of monies to be paid to Provider by the Client, Client shall not retain any copies of the foregoing without the Provider’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Provider, Client shall immediately deliver to the Provider all such files, records, documents, specifications information, and other items in Client’s possession or under its control. Client will not access, remotely or otherwise, download or make or retain any copies of any Confidential Information, records and materials in hard copy, electronic format, retained on any personal computer or laptop, on disk, mobile device or other data storage device, immediately upon and after such cessation of its engagement with the Provider. Client shall immediately inform the Provider in writing of any suspected, actual or threatened disclosure of Confidential information.
Client shall not disclose the economic terms or existence of this Agreement without the Provider’s prior written consent, both with respect to the disclosure and the contents thereof, provided however that the Client may disclose this information to those employees of the Client who are authorized to receive such information in order for them to fulfill their job requirements. The terms of this Section shall survive the termination or expiration of this Agreement.
NON SOLICITATION
Provider relies on its employees, members, agents, and contractors to provide Services under this Agreement. As such, for a period commencing on the Effective Date and ending on the two (2) year anniversary of the termination of this Agreement (the “Covenant Period”), Client and any person, firm, corporation or other entity that, directly or indirectly, is controlled by Client will not, directly or indirectly, on Client’s behalf or on behalf of another (other than in connection with the performance of Client’s obligations under this Agreement): hire or solicit the employment of any Employee (defined below) of the Provider and/or its affiliates or encourage any such Employee to leave employment with the Provider or any of its affiliates or knowingly participate in any discussion with any Employee of the Provider or any of its affiliates regarding the possibility of his or her employment by any person or entity other than the Provider or its affiliates; or approach or solicit any client, vendor, or customer of the Provider, potential client, customer, vendor, or supplier of the Provider, with whom the Client had more than de minimis dealings during Client’s interaction with Provider, to direct any such client, customer, or supplier away from the Provider; or negotiate for or enter into a contract, or otherwise cause or authorize any person, to take any of the actions prohibited by clauses above. For purposes of this Agreement: “Employee” means anyone who was employed by the Provider during the six (6) month period prior to the date of termination of this Agreement or anyone that the Provider used, via contract or otherwise, to provide services to the Client contemplated under this Agreement. In the event that the provisions of this paragraph are deemed by a court of competent jurisdiction to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by law.
INDEMNIFICATION
Client shall hold the Provider harmless and indemnify the Provider from and against any and all claims, demands, actions or liabilities that may be asserted against the Provider or any of its officers, directors, employees, affiliates or subsidiaries by reason of any action or failure to act of Client or any officer, director, employee or agent of Client. The terms of this Section shall survive the termination or expiration of this Agreement.
CONTACT US
1309 Coffeen Avenue STE 3825 Sheridan, Wyoming 82801
support@onyxalliance.net
702-888-2586
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