By registering in the web platform https://my.oneforma.com (the "Website") and any of its subdomains, the Website user (the "CONTRACTOR") is entering, in the terms set forth herein, into a binding agreement with Pactera Technologies, NA Inc. , a company with registered offices at 14980 NE 31st Way, Suite 120, Redmond, WA 98052, the USA; its parents, subsidiaries, and other corporate affiliates("the COMPANY"). The CONTRACTOR may obtain further information on the COMPANY under the section "About us" of the Pactera Edge Website, https://www.pactera-edge.com/.
Each of the Company and Contractor is a "Party" and collectively, the "Parties."
In consideration of Contractor’s independent contracting relationship with the Company (the "Relationship"), which Contractor acknowledges to be good and valuable consideration for Contractor’s obligations hereunder, the Parties hereby agree as follows:
1. Confidential Information
a. Protection of Information
Contractor understands that, during the Relationship, the Company intends to provide Contractor with information, including Confidential Information (as defined below), without which Contractor would not be able to perform Contractor’s duties to the Company. Contractor agrees, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform Contractor’s obligations to Company under the Relationship, and not to disclose to any person, firm, corporation, or other entity, without written authorization from the Company in each instance, any Confidential Information that Contractor obtains, accesses, or creates during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Contractor or of others who were under confidentiality obligations as to the item or items involved. Contractor further agrees not to make copies of such Confidential Information except as authorized by the Company.
b. Confidential Information
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: compensation, benefits, personnel data and decisions, business processes, business decisions, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Company or any existing or prospective customer, supplier, investor, or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.
Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
c. Unauthorized Use
d. Required Disclosures
The terms of this Agreement, including but not limited to the provisions regarding Confidential Information, nondisclosure and non-solicitation, do not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Contractor from exercising protected rights, including Contractor’s rights under Section 7 of the National Labor Relations Act, or otherwise disclosing information as permitted by law, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation, or order. Contractor shall promptly provide written notice of any such order to the Company.
e. Notice of Immunity
Pursuant to the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 and notwithstanding any other provision of this Agreement:
Contractor further agrees that it shall: (i) immediately notify the Company, in writing, of any breach of this Agreement; (ii) fully cooperate with the Company to mitigate the effect of such breach; and (iii) be responsible for any breach of this Agreement caused by any third party to whom or to which Contractor has provided or given access to the Confidential Information.
g. Personal Information
Contractor may obtain, as part of the Confidential Information, personal information about various individuals, including employees of the Company. Contractor, and any third party to whom or to which Contractor provides the Confidential Information, will comply with all applicable laws with respect to the use and maintenance of such Confidential Information, including without limitation any applicable data and privacy protection laws.
2. No Company Warranties or Representations
Neither the Company nor any of its representatives, agents, or clients make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information nor shall any of them be responsible for or be liable to Contractor for any expenses, losses, or actions incurred or undertaken by Contractor as a result of Contractor’s use of the Confidential Information.
3. No Transfer of Rights, Title, or Interest
The Company retains its entire right, title, and interest, including all intellectual property rights, in and to all Confidential Information, and no disclosure of Confidential Information hereunder shall be construed as a license, assignment, or other transfer of any such right, title, and interest to Contractor or any other party.
Contractor acknowledges and agrees that any breach or threatened breach of this Agreement by Contractor or any third party to whom or to which Contractor has provided or given access to the Confidential Information may cause the Company irreparable harm, and therefore Contractor agrees that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, specific performance and injunctive and other forms of equitable relief without the necessity of posting a bond or other security (or, where such a bond or security is required, Contractor agrees that a $1,000 bond will be adequate). The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
5. Adult contents waiver
Contractor is aware of the possible existence of adult contents in materials transmitted as part of work projects through the Web site and, as a result of this, accepts the mentioned possibility, waiving all claims arising from this fact.
As described above, Contractor acknowledges and agrees that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers, and others, and that Contractor will not use or disclose such Confidential Information except as authorized by the Company. Contractor further agrees as follows:
a. Employees and Consultants
Contractor acknowledges and agrees that, during the term of the Relationship and for twelve (12) months following the termination of the Relationship either by Contractor or the Company for any reason, Contractor shall not, directly or indirectly, solicit, induce, recruit, or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage, hire, make an offer to, or take away employees or consultants of the Company, or to be employed or perform services outside of the Company either for Contractor or for any other person or entity.
b. Other Parties
Contractor agrees that, during the term of the Relationship, Contractor will not negatively influence any of the Company’s clients, licensors, licensees, or customers from purchasing the Company’s products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer, or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution, or other entity in competition with the business of the Company.
7. Non-compete Practices
According to the terms established under the NDA, Contractor shall not use its cooperative relationship with Company to solicit Company's clients or attempt to obtain their contact information and, in particular, shall not contact such clients directly in its own right. Additionally, if any of Company's clients should try to establish contact with Contractor, Contractor shall first ask for consent from Company. Without Company prior consent, Contractor shall undertake to desist from any form of business cooperation with such clients. In the event of a breach of this provision, or of any of the provisions established under the NDA, Company reserves the right to take further action against Contractor, including the claiming of damages.
8. Work Environment
Contractor undertakes to do its utmost to guarantee the best possible anti-virus protection at all times, in a manner that ensures that all jobs delivered to Company by virtue of this Agreement do not prejudice the computer installations, systems and/or programs of the Company and/or third parties. Contractor shall work either from home or an office environment where access is secure and privacy is ensured. Contractor shall not work from Internet Cafés, Coffee Shops, or any other public, high traffic areas. Privacy Screen – If working from an office environment, a Privacy Screen should be installed.
a. Assignment by Company
To the extent permitted by law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company.
b. No Assignment by Contractor
Contractor shall not assign or transfer any of Contractor’s rights or obligations hereunder without the prior written consent of the Company. Any purported assignment by Contractor shall be null and void from the initial date of purported assignment. If the Company expressly authorizes Contractor in writing to subcontract to third parties for the purposes of carrying out the job commissioned, Contractor shall be bound to advise such third parties of the obligations established in this agreement and shall remain jointly and severally liable for any breach of this Agreement by such parties
This Agreement will be governed by, and construed in accordance with, the laws of the State of Washington, without regard to its conflicts of laws provisions. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts residing in King County, Washington for all matters and actions arising under this Agreement.
All notices must be in writing and addressed to the relevant Party at its address set out in the preamble (or to such other address such Party specifies in accordance with this Section 8). All notices shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours, and on the next business day if sent after normal business hours; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
12. Entire Agreement
This Agreement is the entire agreement of the Parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both Parties.
TERMS AND CONDITIONS FOR REGISTRATION IN ONEFORMA AS INDEPENDENT CONTRACTOR (Freelance Vendor)
[Last updated: (on May 18, 2022)]
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using, viewing, or creating an account on the https://my.oneforma.com platform (“OneForma”). Your access to and use of the OneForma is conditioned on and subject to your acceptance of and compliance with the Terms and any of its changes, edits, and updates that may be made from time to time by PACTERA TECHNOLOGIES NA Inc. (“PACTERA EDGE”). The Terms apply to all visitors, users, viewers, and others who access or use OneForma.
By providing any service/taking on any project assigned on the OneForma platform, you confirm you have entered into a service agreement between you (as an independent contractor) and PACTERA EDGE (the “Agreement”) which incorporates the Terms, the relevant provisions under the Governing Law, description of services or scope of work, and other writings mutually agreed by the parties.
By registering or using OneForma you agree to be bound by the Agreement. If you disagree with any or all part of the Agreement, then you may not register on OneForma.
OneForma is a platform owned by PACTERA TECHNOLOGIES NA. Inc. (“PACTERA EDGE”), with address 14980 NE 31st Way Suite 100 Redmond, WA 98052, contact email [email protected]
1.2. Independent Contractor Status
YOU control whether to provide services or take on a project, and when, where, and how you will provide the services, as well as the manner and means of delivering the final product; PACTERA EDGE does not control YOU, you are not economically dependent on PACTERA EDGE. Thus, YOU are an independent contractor.
You provide services to third parties who assign the work or projects on OneForma or to PACTERA EDGE (“Project Owners”). YOUR services or work performed under the Agreement are for the Project Owners, are separate and distinct from PACTERA EDGE’s business, are not integral to the business of PACTERA EDGE.
This Agreement shall not create nor be deemed to create any other relationship, including an employment relationship, between you, PACTERA EDGE, or the Project Owners. Neither you nor any of your agents shall create any obligation or responsibility, express or implied, on behalf of or in the name of PACTERA EDGE or by PACTERA EDGE in any way except as specifically authorized in this Agreement.
The user agreement supersedes any prior agreement with the user/freelancer regarding the subject matter.
For US taxpayers, by entering into this Agreement, YOU expressly warrant and agree that you have satisfied each and every one of the following requirements as of the effective date of this Agreement:
For taxpayers in any other jurisdiction, YOU shall be solely responsible for any tax payment for the payment you receive from PACTERA EDGE. If the tax laws applicable to YOU require that PACTERA EDGE or a withholding agent withhold taxes, PACTERA EDGE will do so without prior notice to YOU.
1.3 Scope of Work
YOU shall provide the services as specified by PACTERA EDGE, who will receive instructions from the Project Owners. The description of services to be provided by YOU shall be subject to prior mutual agreement in writing in each case (“Services”).
PACTERA EDGE reserves the right to terminate the Services/project at any time without any liabilities or penalty and any payment to YOU, provided that, if YOU have provided a substantial portion of the Services prior to the date notified by PACTERA EDGE, the parties will discuss and reach an agreement on a reduced fee.
PACTERA EDGE reserves the right to adjust the Services/project at any time without any liabilities or penalty, and the parties will discuss an adjusted fee accordingly.
1.4 Place of Work
Your services provided under this Agreement will be rendered at a location or locations to be determined by yourself. YOU will not be requested or required to perform any services pursuant to this Agreement at PACTERA EDGE’s or PACTERA EDGE’s client(s) offices or places of business. To avoid confusion, in projects where onsite work is required by the nature of the project, YOU will be requested to perform such services in a designated location. In case YOU are not willing to perform services in designated location, YOU are not supposed to take on such projects.
1.5 Your Representations
YOU represent and warrant to PACTERA EDGE that:
1.6 Assignment of Rights
All work done under this Agreement will be a work made for hire, as that term is defined under U.S. copyright law, and will be owned by PACTERA EDGE or the respective Project Owner; and YOU assign all rights in and all work done under this agreement to PACTERA EDGE or the respective Project Owner.
YOU have not made and will not hereafter make any agreement or commitment which would conflict with the provisions hereof or which could or might interfere with PACTERA EDGE’s full and complete use and enjoyment of any of the rights granted herein to it.
On satisfactory completion of the services and Subject to the conditions set forth below, PACTERA EDGE will pay YOU the agreed-upon fee for Services set forth on case-by-case based on supporting documents (invoices, rate card, etc.).
2.3 No Obligation to Others
Other than the payment for Services specified in this Agreement, neither YOU nor your employees, agents, or subcontractors shall be entitled to any direct or indirect payment for Services performed under this Agreement.
2.4 No Obligation to Pay Expenses
YOU shall be responsible for any and all of your out-of-pocket expenses, including without limitation, travel and other business expenses incurred by you or your own employees, agents, or subcontractors in the performance of the Services under this Agreement. Neither PACTERA EDGE nor the Project Owners shall be liable for any expense incurred by you or your employees, agents, or subcontractors to carry out the duties under this Agreement.
All payments made pursuant to this Agreement shall be without deductions based on any taxes or withholdings, including but not limited to state or federal income taxes, workers’ compensation premiums, or Social Security or Medicare taxes.
YOU acknowledge that, as an independent contractor, YOU may be required by law to make payments against estimated income or other taxes due to federal, state, and other governments.
YOU will be solely responsible for reporting and paying all taxes on all payments made under this Agreement and agree to and will indemnify and hold PACTERA EDGE and the Project Owners harmless with respect to any such taxes that may be assessed by any government.
YOU agree that all representations, warranties, covenants, and promises made to protect PACTERA EDGE’s rights and interests shall extend to PACTERA EDGE’s client(s) and to protect the rights and interests of PACTERA EDGE’s client(s).
YOU shall not disclose to any non-party to this Agreement, any and all confidential information of the other. Confidential information is information which relates to PACTERA EDGE’s and your research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by non-parties in the course of ordinary business dealings. You hereby acknowledge that during the performance of this Agreement, you may learn or receive confidential PACTERA EDGE information and confidential information of PACTERA EDGE’s client(s) (if applicable) and therefore YOU hereby confirm that all such information relating to this Agreement, PACTERA EDGE’s business, and PACTERA EDGE client(s)’ business will be kept confidential by You.
YOU will keep in strictest confidence, and will not at any time during the term of this Agreement or after disclose or divulge to any person, firm, entity, or corporation, or use, directly or indirectly, for your own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including but not limited to information relating to the software developed by PACTERA EDGE, information as to sources of, and arrangements for, hardware supplied to you or client(s) of PACTERA EDGE, submission and proposal procedures of PACTERA EDGE, contact lists, or any other confidential information or trade secrets respecting the business or affairs of PACTERA EDGE which You may acquire or develop in connection with or as a result of the performance of your services under this Agreement. In the event of an actual or threatened breach by you of the provisions of this paragraph, you agree that PACTERA EDGE shall be entitled to injunctive relief restraining you from the breach or threatened breach. Nothing herein shall be construed as prohibiting PACTERA EDGE from pursuing any other remedies available to PACTERA EDGE for such breach or threatened breach, including the recovery of damages from you.
Besides whatever agreed in these Terms and Conditions, YOU specifically agree that you will be bound by the Non-Disclosure Agreement attached as Exhibit A of this Agreement.
YOU agree to indemnify, defend, and hold harmless PACTERA EDGE, and its affiliates, predecessors, successors, and assigns, and their respective officers, directors, shareholders, partners, managers, employees, agents, successors and assigns from and against any and all third-party(s) claims, liabilities, losses, costs, damages, penalties, taxes, or expenses (including attorneys’ fees and costs) (collectively “Losses”) arising from or in any way connected with: (i) your performance of the Services; and/or (ii) your breach of any of your obligations, representations or warranties under this Agreement.
Upon termination, expiration or completion of services, YOU shall return to PACTERA EDGE all documentary information or materials received from PACTERA EDGE relating to the services provided by you pursuant to this Agreement. Following termination, neither You nor any of your employees, agents, or subcontractors shall retain any written or electronic files or other tangible or intangible materials containing any confidential information of PACTERA EDGE, nor will You use or exploit such material without first obtaining PACTERA EDGE’s written permission.
The representations and warranties contained herein shall survive termination of the Agreement.
Your rights hereunder shall not be assigned or transferred without PACTERA EDGE's prior written consent. Any assignment without PACTERA EDGE's prior written consent shall be null and void.
Pactera EDGE shall have the right to assign the agreement to any affiliate without notice to users.
5.2 Entire Agreement
This Agreement, including Exhibit(s) (if used), sets forth the entire understanding between the Parties and may not be amended except in writing signed by both of them. The provisions of Sections 3 and 4, and any warranty provided therein, shall survive the expiration or termination of this Agreement.
YOU acknowledge that irreparable injury will result to PACTERA EDGE if you breach any of the covenants contained in this Agreement. Therefore, you expressly agree that in the event of any such breach or threatened breach, PACTERA EDGE shall be entitled to an injunction to restrain further breach of that covenant by you or any of your employees, agents, or subcontractors, or any persons acting for or with You, in addition to any other rights or remedies available to it, at law or in equity.
5.4 Governing Law
The rights and obligations of the Parties shall be governed by the laws of the state of Washington, USA.
5.5 Arbitration; Settlement of Disputes
Any and all disputes concerning this Agreement, or its breach shall be submitted to Judicial Dispute Resolution, LLC, currently located in Seattle, Washington, and thereby settled by binding arbitration. The place of arbitration is Seattle. Costs of arbitration shall be paid equally by the parties.
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.