Non-Disclosure Agreement
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 Centific Global Solutions, 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 Centific Website, https://www.centific.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:
f. Breach
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.
4. Remedies
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.
6. Non-solicitation
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.
9. Assignment
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
10. Jurisdiction
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.
11. Notices
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.