This document is a professional services agreement between the United States Government and an independent contractor consultant. It outlines the terms for the consultant to perform services and develop software/technology for the government. Key points include:
- The consultant will perform services according to statements of work that describe the specific work and compensation.
- The government will review deliverables from the consultant and has the right to request changes or reject deliverables that do not meet specifications.
- Intellectual property like software, inventions, and work product created by the consultant under this agreement are owned by the government.
- The agreement protects confidential information of both parties that is shared during work performed under the agreement.
Skagit county- HIPAA violation settlement agreement with HHSdata brackets
Skagit County, Washington, has agreed to settle potential violations of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy, Security, and Breach Notification Rules. Skagit County agreed to a $215,000 monetary settlement and to work closely with the Department of Health and Human Services (HHS) to correct deficiencies in its HIPAA compliance program. Skagit County is located in Northwest Washington, and is home to approximately 118,000 residents. The Skagit County Public Health Department provides essential services to many individuals who would otherwise not be able to afford health care.
OCR opened an investigation of Skagit County upon receiving a breach report that money receipts with electronic protected health information (ePHI) of seven individuals were accessed by unknown parties after the ePHI had been inadvertently moved to a publicly accessible server maintained by the County. OCR's investigation revealed a broader exposure of protected health information involved in the incident, which included the ePHI of 1,581 individuals. Many of the accessible files involved sensitive information, including protected health information concerning the testing and treatment of infectious diseases. OCR's investigation further uncovered general and widespread non-compliance by Skagit County with the HIPAA Privacy, Security, and Breach Notification Rules.
Skagit County continues to cooperate with OCR through a corrective action plan to ensure it has in place written policies and procedures, documentation requirements, training, and other measures to comply with the HIPAA Rules. This corrective action plan also requires Skagit County to provide regular status reports to OCR.
This agreement establishes confidentiality between Bluewater Real Estate & Development LLC and another company regarding their discussions. It defines confidential information as any proprietary data shared between the parties. The agreement prohibits disclosure of confidential information to third parties without consent and requires its return if discussions end. It also outlines legal remedies available to the parties in the event of a breach.
This document is a mutual non-disclosure agreement between Innoppl, Inc. and an individual/company to protect confidential information that may be shared as they discuss a potential business relationship. It defines confidential information, outlines the parties' obligations to maintain confidentiality and limit use of such information, and stipulates that all confidential information remains the property of the disclosing party. The agreement also specifies remedies for breach, governs by Georgia law, and remains in effect for 3 years following any disclosure or as long as trade secrets remain protected by law.
State of Utah Seeks Social Media Agency To Increase Tourism EverythingPR
The Utah Office of Tourism has issued an RFP for an agency to “provide social media strategy, consulting and community building services and to develop and manage a social media-based advertising program.”
This document is a mutual non-disclosure agreement between multiple parties to protect confidential information shared between them. Key points include:
- Confidential information shared between parties is the property of the disclosing party and cannot be shared without permission.
- Parties agree to use the same care to prevent unauthorized disclosure of confidential information as they do for their own confidential information.
- Confidential information cannot be shared for 5 years except as allowed in the agreement.
- Lists of subjects, purposes and support documents to be shared between parties will follow this agreement.
The City of Alamo Heights is proposing to hire Grace & McEwan Consulting to assist with a Broadway development project that requires coordination with the Texas Department of Transportation. The agreement would be for one year at $7,500 per month, with options to renew. Grace & McEwan has experience facilitating discussions with state agencies that would help the city advance the project. The city council resolution seeks approval to execute the consulting agreement.
The City of Alamo Heights seeks to renew its agreement with consulting firm Grace & McEwan Consulting to assist with advancing the Broadway development project. The project involves improvements on a portion of Broadway that is owned by the Texas Department of Transportation. The one-year renewal agreement would provide consulting services including developing strategies, advocating to TxDOT, and assisting with the project design. The monthly cost is $7,500, not exceeding $90,000 without approval. A resolution authorizing the City Manager to execute the renewal agreement was presented.
Skagit county- HIPAA violation settlement agreement with HHSdata brackets
Skagit County, Washington, has agreed to settle potential violations of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy, Security, and Breach Notification Rules. Skagit County agreed to a $215,000 monetary settlement and to work closely with the Department of Health and Human Services (HHS) to correct deficiencies in its HIPAA compliance program. Skagit County is located in Northwest Washington, and is home to approximately 118,000 residents. The Skagit County Public Health Department provides essential services to many individuals who would otherwise not be able to afford health care.
OCR opened an investigation of Skagit County upon receiving a breach report that money receipts with electronic protected health information (ePHI) of seven individuals were accessed by unknown parties after the ePHI had been inadvertently moved to a publicly accessible server maintained by the County. OCR's investigation revealed a broader exposure of protected health information involved in the incident, which included the ePHI of 1,581 individuals. Many of the accessible files involved sensitive information, including protected health information concerning the testing and treatment of infectious diseases. OCR's investigation further uncovered general and widespread non-compliance by Skagit County with the HIPAA Privacy, Security, and Breach Notification Rules.
Skagit County continues to cooperate with OCR through a corrective action plan to ensure it has in place written policies and procedures, documentation requirements, training, and other measures to comply with the HIPAA Rules. This corrective action plan also requires Skagit County to provide regular status reports to OCR.
This agreement establishes confidentiality between Bluewater Real Estate & Development LLC and another company regarding their discussions. It defines confidential information as any proprietary data shared between the parties. The agreement prohibits disclosure of confidential information to third parties without consent and requires its return if discussions end. It also outlines legal remedies available to the parties in the event of a breach.
This document is a mutual non-disclosure agreement between Innoppl, Inc. and an individual/company to protect confidential information that may be shared as they discuss a potential business relationship. It defines confidential information, outlines the parties' obligations to maintain confidentiality and limit use of such information, and stipulates that all confidential information remains the property of the disclosing party. The agreement also specifies remedies for breach, governs by Georgia law, and remains in effect for 3 years following any disclosure or as long as trade secrets remain protected by law.
State of Utah Seeks Social Media Agency To Increase Tourism EverythingPR
The Utah Office of Tourism has issued an RFP for an agency to “provide social media strategy, consulting and community building services and to develop and manage a social media-based advertising program.”
This document is a mutual non-disclosure agreement between multiple parties to protect confidential information shared between them. Key points include:
- Confidential information shared between parties is the property of the disclosing party and cannot be shared without permission.
- Parties agree to use the same care to prevent unauthorized disclosure of confidential information as they do for their own confidential information.
- Confidential information cannot be shared for 5 years except as allowed in the agreement.
- Lists of subjects, purposes and support documents to be shared between parties will follow this agreement.
The City of Alamo Heights is proposing to hire Grace & McEwan Consulting to assist with a Broadway development project that requires coordination with the Texas Department of Transportation. The agreement would be for one year at $7,500 per month, with options to renew. Grace & McEwan has experience facilitating discussions with state agencies that would help the city advance the project. The city council resolution seeks approval to execute the consulting agreement.
The City of Alamo Heights seeks to renew its agreement with consulting firm Grace & McEwan Consulting to assist with advancing the Broadway development project. The project involves improvements on a portion of Broadway that is owned by the Texas Department of Transportation. The one-year renewal agreement would provide consulting services including developing strategies, advocating to TxDOT, and assisting with the project design. The monthly cost is $7,500, not exceeding $90,000 without approval. A resolution authorizing the City Manager to execute the renewal agreement was presented.
Gloucester transportation facility request for proposalsKenneth Hogge Sr
This document is a Request for Proposals from Gloucester County Public Schools seeking a qualified firm to provide consultant engineering services for the design and construction of a new vehicle maintenance facility. Proposals are due by the close of business on October 27, 2017. The scope of services includes site surveys, conceptual designs, permitting documents, budget planning, schematic designs, construction documents, and construction project administration. The document provides general terms and conditions such as governing laws, anti-discrimination policies, ethics, and availability of funds.
[INSERT TITLE HERE] 1Homework 3PART IDirections Pleas.docxdanielfoster65629
The document is a license agreement between ABC LLC and XYZ Inc. regarding XYZ's use of ABC's software application called "The Best Software". The summary includes:
1) ABC grants XYZ a non-exclusive license to use the software for internal business purposes only.
2) XYZ agrees to restrictions on how it can use the software and confidential information.
3) ABC will deliver the software via a secure website and may discontinue it if an upgraded version is developed.
4) XYZ agrees to pay ABC $5,000 per month for access and late fees may apply for unpaid amounts.
1. This document outlines an amendment to Hootsuite Media's standard Terms of Service for a governmental agency user.
2. Key modifications include waiving requirements that use be non-commercial, allowing the agency to publish promotional materials, prohibiting third-party ads on agency pages, modifying liability and indemnification terms, and requiring advance notice of any material TOS changes.
3. The amendment also addresses issues like governing law, termination of services, ownership of account information, limitations on liability, data provision upon termination, and precedence over other TOS provisions.
PART IDirections Please review the License Agreement below .docxodiliagilby
PART I
Directions
: Please review the License Agreement below and answer the questions.
Please apply APA format in text citing, reference list, and double-space.
Limit your word count to 2,000 words.
Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side.
If a criminal case exists, you would present arguments from the prosecutor and the defense attorney.
If it is a civil case, then you would argue as a plaintiff and defense lawyer.
Be sure that your answers respond to the questions.
Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments.
If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer.
If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly.
Clear, well-organized, and concise writing will be rewarded.
If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer.
You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“
Customer
”) (collectively, the “Parties,” or individually, a “Party”).
This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa.
The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation.
As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement”
means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information”
means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelin.
1. This amendment modifies VenCorps' standard terms of use (Facilitator Agreement) for a governmental agency to accommodate the agency's legal status and public mission.
2. Key modifications include waiving requirements that use be non-commercial, limiting liability, removing arbitration and choice of law clauses, allowing the agency to remove content at will, and prohibiting VenCorps from implying the agency endorses its services.
3. The amendment also stipulates that the agency is not obligated to spend funds and that any future fee-based services would require separate procurement actions.
This document outlines a contract agreement between Urbanetectonics, LLC and a business client. It details the services to be provided such as virtual manager cards, core assessments, and smart biz fax assessments. The client agrees to pay monthly fees for the selected services for a minimum of 120 days. The contract specifies terms of payment, insurance requirements, confidentiality, amendments, arbitration of disputes, and points of contact.
OCR received a breach notice in February 2012 from QCA Health Plan, Inc. of Arkansas reporting that an unencrypted laptop computer containing the ePHI of 148 individuals was stolen from a workforce member’s car. While QCA encrypted their devices following discovery of the breach, OCR’s investigation revealed that QCA failed to comply with multiple requirements of the HIPAA Privacy and Security Rules, beginning from the compliance date of the Security Rule in April 2005 and ending in June 2012. QCA agreed to a $250,000 monetary settlement and is required to provide HHS with an updated risk analysis and corresponding risk management plan that includes specific security measures to reduce the risks to and vulnerabilities of its ePHI. QCA is also required to retrain its workforce and document its ongoing compliance efforts.
This agreement is between ECKS, a California company, and SCB Associates, a Minnesota corporation. SCB Associates will help ECKS find venture capital and equity investors by creating a viable business plan, strategic plan, marketing plan, SWOT analysis, and financials. SCB Associates will also submit proposals to investors on ECKS's behalf and implement business infrastructure like HR and benefits once funding is secured. The agreement outlines payment terms, independent contractor status, and procedures for disputes or termination.
The document is an international marketing contract between an Agent and Client. It details the terms of the Agent exclusively marketing the Client's audio products overseas for an initial 3 month period. The Agent will receive a pre-determined percentage of any advances, royalties or revenues obtained from contracts secured in overseas territories. The contract also covers financial procedures including depositing funds in an escrow account and monthly reporting requirements.
This amendment modifies Foursquare's standard Terms of Use as they apply to the U.S. General Services Administration's (GSA) use of Foursquare. Key modifications include: waiving requirements that use be non-commercial; allowing GSA to distribute promotional materials; excluding commercial ads on GSA pages; limiting liability and indemnification according to federal law; applying federal law; and establishing a dispute resolution process involving GSA points of contact. The amendment also grants GSA notice of changes and access termination only for breach or failure to comply.
This amendment modifies Yammer's standard Terms of Service for its use by governmental agencies and departments. Key modifications include: (1) limiting liability and indemnification according to federal law; (2) allowing the agency to use Yammer for public purposes; and (3) giving the agency control over commercial content on its pages while prohibiting Yammer from using agency content for endorsements. The amendment also addresses issues like governing law, user rights, and security requirements.
This document is an international marketing contract between an Agent and a Client. It outlines the following key points:
1. The Agent agrees to market copies of the Client's audio product overseas in exchange for an upfront, non-refundable fee per copy.
2. The Agent will have exclusive representation rights for 3 months, with the option to extend for additional 3 month periods, to market the product overseas on the Client's behalf.
3. Any revenue generated through agreements secured by the Agent overseas will be split between the Agent and Client according to the percentages outlined in an attached Exhibit A.
DATA PURCHASE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
After meetings with your client, Quick Bros. Animation, in a consaundersabelard
After meetings with your client, Quick Bros. Animation, in a contract negotiation, your notes are as follows:
CLIENT NOTES FOR DEAL
Talent - Jeff Sohn, 30 Quaker Ridge Road, Los Angeles, CA
Services - Compose, Orchestrate and record 6.5 minutes of background music, scored to the cartoon, for the animation.
Compensation - $20,000 payable $5,000 now, $5,000 on approval of scratch track, $5,000 on approval of Orch. And $5,000 on delivery
Production Schedule - Scratch track delivered 30 days from execution, Orchestration delivered 45 days from execution, Delivery of final track - 60 days from execution
We get to approve each delivery in our sole discretion
Make sure we can get an injunction against him but he can not get one against us.
No Merchandising rights to Jeff Sohn’s name & likeness
Sohn should get a credit in the onscreen credits for the Animation
We get a 30 day cure period for any alleged breach
Can reveal confidential information if required in court of law.
If terminated without cause, Sohn gets full pay.
California law to apply, Los Angeles courts
Please use the template below and adjust it as needed to draft a contract for your client on the terms required by your notes, above. Also, please briefly explain your changes to the template.
QUICK BROTHERS ANIMATION, INC.
c/o Jesse Quick
651 Franklin Street
Brooklyn, NY 11233
AGREEMENT made and entered into this
_____________
by and between Quick BROTHERS ANIMATION, INC., a New York Corporation with offices at c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233 (hereinafter called “Producer”) and whose address is _______________________________ (hereinafter called “Talent”).
1. DESCRIPTION OF SERVICES. Talent agrees to perform, and/or that they have performed, the services set out on Schedule “A” hereto for Producer in connection with that specific aspect of a project Producer is undertaking for Tales Unlimited, Inc., (hereinafter called the “Program”). The aspect of the Program that Talent is working on is also identified on Schedule “A” and is referred to herein as the “Animation.”
2. INDEPENDENT CONTRACTOR. Talent’s status under this Agreement is that of an independent contractor. Talent shall not be deemed an employee, agent, partner or joint venture of Producer for any purpose whatsoever, and Talent shall have no authority to bind or act on behalf of Producer. This Agreement shall not entitle Talent to participate in any benefit plan or program of Producer. Talent shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax.
3. COMPENSATION. Talent acknowledges that the total compensation for work on the Animation is set forth on Schedule “A” and shall be paid according to the fee schedule set out on Schedule “A”.
4. OWNERSHIP. As between Producer and Talent, all right, title and interest in the Animation and/or ...
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document amends Ustream's standard Terms of Service for a governmental agency user. Key points include:
- The Terms of Service are modified to accommodate the agency's legal status as a public entity.
- The agency's use of Ustream's services can be for public purposes rather than just private/personal use.
- Ustream will not display ads on pages created by the agency.
- Disputes will be governed by US law rather than arbitration.
- The agency has the right to remove any user content and owns its trademarks/names on the platform.
- The agreement does not create a business relationship or obligate funds from the agency.
This document is a service contract between Biggie Inc. and Hudson Studio LLC for freelance services. Hudson Studio LLC will create a PowerPoint presentation with 3 concepts for Biggie Inc. over a period of 2 weeks starting June 4, 2017 for $80 per hour. The contract details payment terms, confidentiality, ownership of work, non-compete clauses, and other standard terms and conditions for the freelance work.
Contractual AgreementThis agreement is made effective as of Sept.docxdonnajames55
Contractual Agreement
This agreement is made effective as of September 1, 20XX, by and between ABC Coding Services and Rasmussen Hospital and Clinics. In this Agreement, the party who is contracting to receive services shall be referred to as Rasmussen Hospital and Clinics, and the party who will be providing the services shall be referred to as ABC Coding Services.
The parties agree as follows:
Description of Services: Commencing September 1, 20XX, ABC Coding Services will provide the following services (collectively, the "Services"):
1. Provide ICD diagnoses and procedure codes for inpatient services
2. Provide ICD diagnoses for outpatient services
3. Provide CPT codes for outpatient services
Performance of Services:
· Rasmussen Hospitals and Clinics will rely on ABC Coding Services to work as many hours as may be reasonably necessary to fulfill the obligations under this agreement.
· Rasmussen Hospital and Clinics will not review assigned coders' resumes, contact previous healthcare facilities, and reject any coders of ABC Coding Services
· Rasmussen Hospital and Clinics will not review coded records from ABC Coding Services as to acceptable standards of coding accuracy and how performance will be measured
· Rasmussen Hospital and Clinics will not terminate the use of a particular coder when acceptable standards of accuracy are not maintained
Price and Payment Terms: Rasmussen Hospital and Clinics will pay a fee to ABC Coding Services for the Services in the amount of $10.00 per coded record. Upon termination of this Agreement, payments under this paragraph shall cease, however, ABC Coding Services shall be entitled to payments for periods or partial periods that accrued prior to the date of termination and for which ABC Coding Services has not yet been paid.
Term/Termination: This Agreement shall terminate automatically upon completion by ABC Coding Services of the Services required by this Agreement. Either party may terminate this agreement with or without cause by submitting a 2-day written notice.
Relationship of Parties: It is understood by the parties that ABC Coding Services is an independent contractor and not an employee of Rasmussen Hospitals and Clinics. ABC Coding Services employees may be eligible for fringe benefits, including health insurance, holidays, paid vacation, or any other employee benefit from Rasmussen Hospital and Clinics.
Legal Fees and Court Costs: In the event any legal action is taken to enforce this agreement or any portion thereof, the party that prevails in that suit shall be entitled to recover from the other, reasonable attorney fees plus the cost of said suit.
Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
Rasmussen Hospital and Clinics, P.O. Box 45, Mytown, MN
ABC Coding Services, P.O. Box 87, Ourtown, MN
Such address may be chan.
Zedrick Khan messages Mark Zuckerberg repeatedly asking for help launching a job portal website called ZuckJobs. He promises Mark that it will be very successful and profitable. Mark agrees to help Zedrick by creating a simple job portal website for him. Zedrick says his brother can provide $430,000 to fund the project, and that he will work hard to get clients and prove himself. Mark tells Zedrick to keep him updated and says he will stand behind and help Zedrick, trusting that Zedrick will be loyal and honest.
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Similar to United States of America services agreement for Companies
Gloucester transportation facility request for proposalsKenneth Hogge Sr
This document is a Request for Proposals from Gloucester County Public Schools seeking a qualified firm to provide consultant engineering services for the design and construction of a new vehicle maintenance facility. Proposals are due by the close of business on October 27, 2017. The scope of services includes site surveys, conceptual designs, permitting documents, budget planning, schematic designs, construction documents, and construction project administration. The document provides general terms and conditions such as governing laws, anti-discrimination policies, ethics, and availability of funds.
[INSERT TITLE HERE] 1Homework 3PART IDirections Pleas.docxdanielfoster65629
The document is a license agreement between ABC LLC and XYZ Inc. regarding XYZ's use of ABC's software application called "The Best Software". The summary includes:
1) ABC grants XYZ a non-exclusive license to use the software for internal business purposes only.
2) XYZ agrees to restrictions on how it can use the software and confidential information.
3) ABC will deliver the software via a secure website and may discontinue it if an upgraded version is developed.
4) XYZ agrees to pay ABC $5,000 per month for access and late fees may apply for unpaid amounts.
1. This document outlines an amendment to Hootsuite Media's standard Terms of Service for a governmental agency user.
2. Key modifications include waiving requirements that use be non-commercial, allowing the agency to publish promotional materials, prohibiting third-party ads on agency pages, modifying liability and indemnification terms, and requiring advance notice of any material TOS changes.
3. The amendment also addresses issues like governing law, termination of services, ownership of account information, limitations on liability, data provision upon termination, and precedence over other TOS provisions.
PART IDirections Please review the License Agreement below .docxodiliagilby
PART I
Directions
: Please review the License Agreement below and answer the questions.
Please apply APA format in text citing, reference list, and double-space.
Limit your word count to 2,000 words.
Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side.
If a criminal case exists, you would present arguments from the prosecutor and the defense attorney.
If it is a civil case, then you would argue as a plaintiff and defense lawyer.
Be sure that your answers respond to the questions.
Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments.
If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer.
If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly.
Clear, well-organized, and concise writing will be rewarded.
If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer.
You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“
Customer
”) (collectively, the “Parties,” or individually, a “Party”).
This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa.
The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation.
As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement”
means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information”
means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelin.
1. This amendment modifies VenCorps' standard terms of use (Facilitator Agreement) for a governmental agency to accommodate the agency's legal status and public mission.
2. Key modifications include waiving requirements that use be non-commercial, limiting liability, removing arbitration and choice of law clauses, allowing the agency to remove content at will, and prohibiting VenCorps from implying the agency endorses its services.
3. The amendment also stipulates that the agency is not obligated to spend funds and that any future fee-based services would require separate procurement actions.
This document outlines a contract agreement between Urbanetectonics, LLC and a business client. It details the services to be provided such as virtual manager cards, core assessments, and smart biz fax assessments. The client agrees to pay monthly fees for the selected services for a minimum of 120 days. The contract specifies terms of payment, insurance requirements, confidentiality, amendments, arbitration of disputes, and points of contact.
OCR received a breach notice in February 2012 from QCA Health Plan, Inc. of Arkansas reporting that an unencrypted laptop computer containing the ePHI of 148 individuals was stolen from a workforce member’s car. While QCA encrypted their devices following discovery of the breach, OCR’s investigation revealed that QCA failed to comply with multiple requirements of the HIPAA Privacy and Security Rules, beginning from the compliance date of the Security Rule in April 2005 and ending in June 2012. QCA agreed to a $250,000 monetary settlement and is required to provide HHS with an updated risk analysis and corresponding risk management plan that includes specific security measures to reduce the risks to and vulnerabilities of its ePHI. QCA is also required to retrain its workforce and document its ongoing compliance efforts.
This agreement is between ECKS, a California company, and SCB Associates, a Minnesota corporation. SCB Associates will help ECKS find venture capital and equity investors by creating a viable business plan, strategic plan, marketing plan, SWOT analysis, and financials. SCB Associates will also submit proposals to investors on ECKS's behalf and implement business infrastructure like HR and benefits once funding is secured. The agreement outlines payment terms, independent contractor status, and procedures for disputes or termination.
The document is an international marketing contract between an Agent and Client. It details the terms of the Agent exclusively marketing the Client's audio products overseas for an initial 3 month period. The Agent will receive a pre-determined percentage of any advances, royalties or revenues obtained from contracts secured in overseas territories. The contract also covers financial procedures including depositing funds in an escrow account and monthly reporting requirements.
This amendment modifies Foursquare's standard Terms of Use as they apply to the U.S. General Services Administration's (GSA) use of Foursquare. Key modifications include: waiving requirements that use be non-commercial; allowing GSA to distribute promotional materials; excluding commercial ads on GSA pages; limiting liability and indemnification according to federal law; applying federal law; and establishing a dispute resolution process involving GSA points of contact. The amendment also grants GSA notice of changes and access termination only for breach or failure to comply.
This amendment modifies Yammer's standard Terms of Service for its use by governmental agencies and departments. Key modifications include: (1) limiting liability and indemnification according to federal law; (2) allowing the agency to use Yammer for public purposes; and (3) giving the agency control over commercial content on its pages while prohibiting Yammer from using agency content for endorsements. The amendment also addresses issues like governing law, user rights, and security requirements.
This document is an international marketing contract between an Agent and a Client. It outlines the following key points:
1. The Agent agrees to market copies of the Client's audio product overseas in exchange for an upfront, non-refundable fee per copy.
2. The Agent will have exclusive representation rights for 3 months, with the option to extend for additional 3 month periods, to market the product overseas on the Client's behalf.
3. Any revenue generated through agreements secured by the Agent overseas will be split between the Agent and Client according to the percentages outlined in an attached Exhibit A.
DATA PURCHASE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
After meetings with your client, Quick Bros. Animation, in a consaundersabelard
After meetings with your client, Quick Bros. Animation, in a contract negotiation, your notes are as follows:
CLIENT NOTES FOR DEAL
Talent - Jeff Sohn, 30 Quaker Ridge Road, Los Angeles, CA
Services - Compose, Orchestrate and record 6.5 minutes of background music, scored to the cartoon, for the animation.
Compensation - $20,000 payable $5,000 now, $5,000 on approval of scratch track, $5,000 on approval of Orch. And $5,000 on delivery
Production Schedule - Scratch track delivered 30 days from execution, Orchestration delivered 45 days from execution, Delivery of final track - 60 days from execution
We get to approve each delivery in our sole discretion
Make sure we can get an injunction against him but he can not get one against us.
No Merchandising rights to Jeff Sohn’s name & likeness
Sohn should get a credit in the onscreen credits for the Animation
We get a 30 day cure period for any alleged breach
Can reveal confidential information if required in court of law.
If terminated without cause, Sohn gets full pay.
California law to apply, Los Angeles courts
Please use the template below and adjust it as needed to draft a contract for your client on the terms required by your notes, above. Also, please briefly explain your changes to the template.
QUICK BROTHERS ANIMATION, INC.
c/o Jesse Quick
651 Franklin Street
Brooklyn, NY 11233
AGREEMENT made and entered into this
_____________
by and between Quick BROTHERS ANIMATION, INC., a New York Corporation with offices at c/o Jesse Quick, 651 Franklin St., Brooklyn, NY 11233 (hereinafter called “Producer”) and whose address is _______________________________ (hereinafter called “Talent”).
1. DESCRIPTION OF SERVICES. Talent agrees to perform, and/or that they have performed, the services set out on Schedule “A” hereto for Producer in connection with that specific aspect of a project Producer is undertaking for Tales Unlimited, Inc., (hereinafter called the “Program”). The aspect of the Program that Talent is working on is also identified on Schedule “A” and is referred to herein as the “Animation.”
2. INDEPENDENT CONTRACTOR. Talent’s status under this Agreement is that of an independent contractor. Talent shall not be deemed an employee, agent, partner or joint venture of Producer for any purpose whatsoever, and Talent shall have no authority to bind or act on behalf of Producer. This Agreement shall not entitle Talent to participate in any benefit plan or program of Producer. Talent shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax.
3. COMPENSATION. Talent acknowledges that the total compensation for work on the Animation is set forth on Schedule “A” and shall be paid according to the fee schedule set out on Schedule “A”.
4. OWNERSHIP. As between Producer and Talent, all right, title and interest in the Animation and/or ...
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document amends Ustream's standard Terms of Service for a governmental agency user. Key points include:
- The Terms of Service are modified to accommodate the agency's legal status as a public entity.
- The agency's use of Ustream's services can be for public purposes rather than just private/personal use.
- Ustream will not display ads on pages created by the agency.
- Disputes will be governed by US law rather than arbitration.
- The agency has the right to remove any user content and owns its trademarks/names on the platform.
- The agreement does not create a business relationship or obligate funds from the agency.
This document is a service contract between Biggie Inc. and Hudson Studio LLC for freelance services. Hudson Studio LLC will create a PowerPoint presentation with 3 concepts for Biggie Inc. over a period of 2 weeks starting June 4, 2017 for $80 per hour. The contract details payment terms, confidentiality, ownership of work, non-compete clauses, and other standard terms and conditions for the freelance work.
Contractual AgreementThis agreement is made effective as of Sept.docxdonnajames55
Contractual Agreement
This agreement is made effective as of September 1, 20XX, by and between ABC Coding Services and Rasmussen Hospital and Clinics. In this Agreement, the party who is contracting to receive services shall be referred to as Rasmussen Hospital and Clinics, and the party who will be providing the services shall be referred to as ABC Coding Services.
The parties agree as follows:
Description of Services: Commencing September 1, 20XX, ABC Coding Services will provide the following services (collectively, the "Services"):
1. Provide ICD diagnoses and procedure codes for inpatient services
2. Provide ICD diagnoses for outpatient services
3. Provide CPT codes for outpatient services
Performance of Services:
· Rasmussen Hospitals and Clinics will rely on ABC Coding Services to work as many hours as may be reasonably necessary to fulfill the obligations under this agreement.
· Rasmussen Hospital and Clinics will not review assigned coders' resumes, contact previous healthcare facilities, and reject any coders of ABC Coding Services
· Rasmussen Hospital and Clinics will not review coded records from ABC Coding Services as to acceptable standards of coding accuracy and how performance will be measured
· Rasmussen Hospital and Clinics will not terminate the use of a particular coder when acceptable standards of accuracy are not maintained
Price and Payment Terms: Rasmussen Hospital and Clinics will pay a fee to ABC Coding Services for the Services in the amount of $10.00 per coded record. Upon termination of this Agreement, payments under this paragraph shall cease, however, ABC Coding Services shall be entitled to payments for periods or partial periods that accrued prior to the date of termination and for which ABC Coding Services has not yet been paid.
Term/Termination: This Agreement shall terminate automatically upon completion by ABC Coding Services of the Services required by this Agreement. Either party may terminate this agreement with or without cause by submitting a 2-day written notice.
Relationship of Parties: It is understood by the parties that ABC Coding Services is an independent contractor and not an employee of Rasmussen Hospitals and Clinics. ABC Coding Services employees may be eligible for fringe benefits, including health insurance, holidays, paid vacation, or any other employee benefit from Rasmussen Hospital and Clinics.
Legal Fees and Court Costs: In the event any legal action is taken to enforce this agreement or any portion thereof, the party that prevails in that suit shall be entitled to recover from the other, reasonable attorney fees plus the cost of said suit.
Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
Rasmussen Hospital and Clinics, P.O. Box 45, Mytown, MN
ABC Coding Services, P.O. Box 87, Ourtown, MN
Such address may be chan.
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United States of America services agreement for Companies
1. PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is made and entered into as of
[__________, 2021 (“Effective Date”) by and between The United States of America
Government , having a place of business at (“The United States of America Government ”)
and [___________________ (insert full name of Consultant)], [an individual] / [a _______
(insert type of company)] having a place of business at [__________________ (insert address)]
(“Consultant”). The United States of America Government desires to retain Consultant as an
independent contractor to perform certain professional services for The United States of
America Government (including developing certain software and other technology as described
in each Statement of Work), and Consultant is willing to perform such services, on terms set
forth more fully below. In consideration of the mutual promises contained herein, the parties
agree as follows:
Services and Compensation
Statements of Work. From time to time, the parties may enter into one or more statements of
work in substantially the form of Exhibit A (each, a “Statement of Work” or “SOW”) describing
the services to be performed by Consultant for The United States of America Government
(“Services”), including without limitation the delivery of any deliverables contemplated thereon
(“Deliverables”), and the compensation for performance of the Services. [The initial SOW is set
forth in Exhibit A-1.] Each SOW will become effective upon execution by both parties and
thereafter will be deemed attached to and incorporated into this Agreement. A Statement of
Work may be modified or amended only by written agreement of both parties. In the event of
any conflict between the terms of a SOW and the terms of the body of this Agreement, the
terms of the body of this Agreement will control.
Services. Consultant will perform for The United States of America Government the Services,
including without limitation delivering any Deliverables, in accordance with the terms and
conditions of this Agreement. Consultant will perform the Services in a timely and professional
manner, including without limitation ensuring that the Deliverables conform to any
specifications set forth in a Statement of Work or otherwise provided by The United States of
America Government (“Specifications”). Consultant will have sole discretion and control of the
manner in which the Services are to be performed. Notwithstanding the foregoing, Consultant
will not subcontract performance of any of the Services without The United States of America
Government ’s prior written consent. If any services, functions or responsibilities not
specifically described in this Agreement are required for the proper performance and provision
of the Services, they will be deemed to be included within the scope of Services to the same
extent as if specifically described in this Agreement. Further, the parties will cooperate in good
faith to agree upon and implement such further services and agreements as may be requested
by The United States of America Government relating to any project arising out of or related to
1
2. this Agreement (or any such subsequent agreement).
Deliverables.
Review and Evaluation. The United States of America Government will have a reasonable
period from its receipt of any Deliverable to review and evaluate such Deliverable to determine
whether it meets the Specifications and other requirements specific to such Deliverable. By the
end of such period, The United States of America Government will either send written notice to
Consultant accepting such Deliverable or setting forth in reasonable detail the basis for The
United States of America Government ’s non-acceptance and setting forth a reasonable period
for resubmission of the Deliverable. During such resubmission period, Consultant will make any
corrections and deliver a corrected Deliverable to The United States of America Government
for its review and acceptance as set forth above. Such process will repeat until The United
States of America Government accepts the Deliverable in writing in accordance with the above
process. For the avoidance of doubt, acceptance of Deliverables must be in writing. The United
States of America Government may condition any acceptance upon Consultant’s agreement to
correct any requirements specific to that Deliverable and such correction will be subject to The
United States of America Government ’s further review and evaluation as set forth above. The
United States of America Government ’s acceptance of Deliverables will not constitute a waiver
of any right or remedy The United States of America Government may have under this
Agreement.
Failure to Timely Deliver. If Consultant fails to deliver any Deliverable within the deadlines
specified in a Statement of Work, or if any errors discovered before acceptance cannot be
eliminated in the correction period specified in Section 1.3.1, then The United States of America
Government may, at its option: (a) retain the Deliverable (including any applicable
documentation) with rights as set forth in Section 3, and pay to Consultant all outstanding fees
for Deliverables which The United States of America Government has accepted, with no further
fees under the applicable Statement of Work to be paid to Consultant thereafter; (b) extend the
delivery or correction period; or (c) suspend its performance and/or terminate this Agreement
immediately for Consultant’s material breach pursuant to Section 6.2.
Design Review and Specifications Changes. Consultant understands that there may be
additions, deletions or other changes which may affect the Specifications at any time during the
term of this Agreement. Upon notice of any such changes by The United States of America
Government , Consultant and The United States of America Government will work together to
make any necessary changes to the Specifications, and Consultant will modify the Services to
accommodate any such changes to the Specifications.
Compensation. For each SOW, The United States of America Government agrees to pay
Consultant the compensation as set forth in and in accordance with such SOW for the
performance of the Services. Notwithstanding anything to the contrary, The United States of
2
3. America Government will only be obligated to pay for Services and/or Deliverables that The
United States of America Government has accepted in writing as set forth in Section 1.3 above.
Confidentiality
Definition. “Confidential Information” means any and all information and materials disclosed by
or for The United States of America Government either directly or indirectly to Consultant (or
that is ascertained, discovered or learned by Consultant), whether in writing, visually, orally or
by drawings or access to The United States of America Government ’s facilities, materials, or
equipment, that is not generally known and that relates to the business or affairs of The United
States of America Government or any third party with whom The United States of America
Government deals. Notwithstanding the foregoing, Confidential Information includes (a) all
nonpublic confidential or proprietary information and materials pertaining to The United States
of America Government , its affiliates, and their respective products, services, technologies and
businesses, including but not limited to all of The United States of America Government ’ or its
affiliates’ technical data, trade secrets, know-how, research, product plans, products, services,
suppliers, manufacturers, customers, customer lists, strategies, markets, software,
developments, concepts, ideas, inventions, processes, techniques, formulas, technology,
specifications, designs, models, drawings, prototypes, engineering, hardware configuration
information, and marketing, finance, or other business information and (b) the Work Product
(as defined in Section 3.1), including any Deliverables.
Restrictions. Consultant will not, during or subsequent to the term of this Agreement, (a) use
any Confidential Information for any purpose whatsoever other than the performance of the
Services on behalf of The United States of America Government or (b) disclose any Confidential
Information to any third party. Confidential Information will remain the sole property of The
United States of America Government . Consultant further agrees to take all reasonable
precautions to prevent any unauthorized disclosure of such Confidential Information including
but not limited to having each employee or contractor of Consultant, if any, with access to any
Confidential Information execute a nondisclosure agreement containing provisions at least as
protective of The United States of America Government as the terms and conditions of this
Agreement. Confidential Information does not include information which: (i) is already known
to Consultant at the time of disclosure to Consultant by The United States of America
Government as evidenced by written records of Consultant, (ii) has become publicly known and
made generally available through no wrongful act of Consultant, or (iii) has been rightfully
received by Consultant from a third party who is authorized to make such disclosure without
obligations of confidentiality to The United States of America Government . Consultant will not
directly or indirectly disclose to anyone the terms of this Agreement without The United States
of America Government ’s prior written approval.
Third Party Information. Consultant recognizes that The United States of America Government
3
4. may have received (and in the future may receive) from third parties their confidential or
proprietary information subject to a duty on The United States of America Government ’s part
to maintain the confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that Consultant owes The United States of America Government
and such third parties, during the term of this Agreement and thereafter, a duty to (and
Consultant will) hold all such confidential or proprietary information in the strictest confidence
and not disclose it to any person or entity or use it except as necessary to perform the Services
for The United States of America Government consistent with The United States of America
Government ’s agreement with such third party. Consultant agrees that Consultant will not,
during the term of this Agreement, improperly use or disclose any proprietary information or
trade secrets of any person or entity [(including any former or current employer)] with which
Consultant has an agreement or duty to keep in confidence information acquired by Consultant
in confidence, if any, and that Consultant will not bring onto the premises of The United States
of America Government any unpublished document or proprietary information belonging to
such person or entity unless consented to in writing by such person or entity.
Return of Confidential Information. Upon the termination of this Agreement, or upon The
United States of America Government ’s earlier request, Consultant will deliver to The United
States of America Government (or, at The United States of America Government ’s request,
destroy) all copies of The United States of America Government ’s property and Confidential
Information that Consultant may have in Consultant’s possession or control. Following such
termination or request, Consultant will cease all use of The United States of America
Government ’s property and Confidential Information.
Disclaimer. The United States of America Government hereby disclaims all warranties of any
kind, whether express, implied, statutory or otherwise, with respect to any Confidential
Information or other information or materials supplied by The United States of America
Government to Consultant hereunder, including without limitation any warranties with respect
to any Specifications for the Deliverables or other Work Product required hereunder.
[Certain Disclosures of Trade Secrets. 18 U.S.C. § 1833(b) states:
An individual shall not be held criminally or civilly liable under any Federal or State trade secret
law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State,
or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the
purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Accordingly, the parties have the right to disclose in confidence trade secrets to Federal, State,
and local government officials, or to an attorney, for the sole purpose of reporting or
investigating a suspected violation of law. The parties also have the right to disclose trade
secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under
4
5. seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with
18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed
by 18 U.S.C. § 1833(b).]
Intellectual Property
Ownership. Consultant agrees that all Deliverables and other work product, including without
limitation any notes, records, drawings, designs, data, databases, results, inventions,
improvements, developments, ideas, concepts, discoveries, trade secrets, know how, software,
technology, and other material and information (and any copyrights, patents, and other
intellectual property rights related thereto), created, authored, developed, conceived, made,
reduced to practice or discovered by Consultant, solely or in collaboration with others, during
the term of this Agreement which relate in any manner (a) to the Services provided to The
United States of America Government or (b) to the business, products, services, or technology
of The United States of America Government or its affiliates that Consultant may access or
work with in performing the Services (such items collectively, “Work Product”), are the sole
property of The United States of America Government . Consultant will inform The United
States of America Government of any Work Product and provide to The United States of
America Government such Work Product, or, if such Work Product is not in tangible form, a
detailed description of such Work Product, promptly upon its creation. Consultant further
agrees to assign (or cause to be assigned) and does hereby assign fully to The United States of
America Government all such Work Product (including any copyrights, patents and other
intellectual property rights related thereto). Consultant will have no rights in and to Work
Product, including without limitation any “moral” rights or other rights with respect to
attribution of authorship or integrity of Work Product, and Consultant hereby waives and
agrees not to assert such rights.
Assistance. Consultant agrees to assist The United States of America Government , or its
designee, at The United States of America Government ’s expense, in every proper way to
secure The United States of America Government ’s rights in the Work Product and any
copyrights, patents or other intellectual property rights related thereto in any and all countries,
including the disclosure to The United States of America Government of all pertinent
information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments and all other instruments which The United States of America Government
deems necessary in order to apply for and obtain such rights and in order to assign and convey
to The United States of America Government , its successors, assigns and nominees the sole and
exclusive rights, title and interest in and to such Work Product. Consultant further agrees that
Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to
do so, any such instrument or papers will continue after the termination of this Agreement.
Background Technology. Consultant hereby grants and agrees to grant The United States of
5
6. America Government a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to
make, have made, sell, offer to sell, import, reproduce, modify, create derivative works based
upon, distribute, display, perform or otherwise use or exploit for any purpose any drawings,
designs, data, databases, inventions, improvements, developments, suggestions, ideas,
concepts, discoveries, trade secrets, know how, software, technology, or other proprietary
material and information (including any copyrights, patents, and other intellectual property
rights related thereto) owned or licensable by Consultant that Consultant incorporates into or
uses in connection with any Work Product or other The United States of America Government
property or otherwise provides in the course of performing the Services (“Background
Technology”). Consultant will not incorporate any such item into any Work Product or other
The United States of America Government property without the prior written consent of The
United States of America Government . The foregoing license includes the right to have such
license exercised (a) on The United States of America Government ’s behalf and (b) by any
customers of The United States of America Government or its affiliates in connection with any
products, services, or technology offered by them.
Cooperation. Consultant agrees that if The United States of America Government is unable
because of Consultant’s (or its representatives’) unavailability, dissolution, mental or physical
incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue
any application for any United States or foreign patents or copyright registrations covering the
Work Product assigned to The United States of America Government above, then Consultant
hereby irrevocably designates and appoints The United States of America Government and its
duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for, on,
and in Consultant’s behalf and stead to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of patents, copyright and
other proprietary or intellectual property right registrations thereon with the same legal force
and effect as if executed by Consultant.
No Third Party Technology. Consultant will not incorporate third party technology or
intellectual property rights into any Work Product or other The United States of America
Government property without the prior written consent of The United States of America
Government .
Reports. Consultant agrees that it will from time to time during the term of this Agreement
keep The United States of America Government advised as to Consultant’s progress in
performing the Services hereunder and that Consultant will, as requested by The United States
of America Government , prepare written reports with respect thereto. It is understood that
the time required in the preparation of such written reports will be considered time devoted to
the performance of Consultant’s Services. The United States of America Government will also
have the right to audit Consultant’s records upon reasonable advance notice to determine the
amounts due hereunder and Consultant’s compliance with the terms and conditions of this
6
7. Agreement.
No Conflicting Obligations
Generally. Consultant certifies that Consultant has no outstanding agreement or obligation that
is in conflict with any of the provisions of this Agreement, or that would preclude Consultant
from complying with the provisions hereof, and further certifies that Consultant will not enter
into any such conflicting Agreement during the term of this Agreement. Consultant further
certifies that Consultant’s act of entering into this Agreement and serving as a consultant to The
United States of America Government does not violate any of Consultant’s outstanding
agreements, obligations, or employment arrangements. Consultant further agrees that
Consultant will not perform any services for The United States of America Government which
would conflict with any agreement or obligation of Consultant or which would cause or result in
any other person or entity having any ownership interest in any of The United States of America
Government ’s intellectual property or rights therein.
No Unfair Competition. In view of Consultant’s access to The United States of America
Government ’s Confidential Information, trade secrets, and proprietary know-how, Consultant
further agrees that Consultant will not, without The United States of America Government ’s
prior written consent, use (directly or indirectly) The United States of America Government ’s
Confidential Information and other trade secrets and proprietary know-how in any manner that
would amount to unfair competition or divert from The United States of America Government
any business of any kind during the term of this Agreement and at all times after the
termination of this Agreement.
Term and Termination
Term. This Agreement will commence on the date first written above and will continue until
the later of (a) [one (1) year] from the Effective Date and (b) the completion of all Services to be
performed under all Statements of Work executed by the parties, unless earlier terminated in
accordance with this Agreement.
Termination. The United States of America Government may terminate this Agreement upon
giving [ten (10) days] prior written notice thereof (including via email) to Consultant. The
United States of America Government may terminate this Agreement immediately and without
prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any
material provision of this Agreement.
Effect of Termination. Upon such termination or expiration all rights and duties of the parties
toward each other will cease except:
The United States of America Government will be obliged to pay, within thirty (30) days of the
effective date of termination, all amounts owing to Consultant for unpaid Services and related
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8. expenses performed or incurred prior to the effective date of termination, if any, in accordance
with the provisions of Section 1.4 of this Agreement; and
Sections 2, 3, 5.2, 6.3, 7, 8, 9, 10, and 11 will survive termination or expiration of this
Agreement for any reason.
Representations and Warranties. Consultant represents, warrants and covenants that:
Consultant has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents, approvals or immunities not yet
obtained;
Consultant’s execution of and performance under this Agreement will not breach any oral or
written agreement with any third party or any obligation owed by Consultant to any third party
to keep any information or materials in confidence or in trust;
the Services, including without limitation any Deliverables required hereunder, will be free from
material errors or other defects and will substantially conform to any Specifications for such
Services and/or Deliverables;
the Work Product will be the original work of Consultant, and any persons involved in the
development of Work Product have executed (or prior to any such involvement, will execute) a
written agreement with Consultant in which such persons (a) assign to Consultant all right, title
and interest in and to the Work Product in order that Consultant may fully grant the rights and
assignments to The United States of America Government as provided herein and (b) agree to
be bound by confidentiality and non-disclosure obligations no less restrictive than those set
forth in this Agreement;
Consultant has the right to grant the rights and assignments granted herein, without the need
for any assignments, releases, consents, approvals, immunities or other rights not yet obtained;
the Services, Work Product, and Background Technology (and the exercise of the rights granted
herein with respect thereto) do not and will not infringe, misappropriate or violate any patent,
copyright, trademark, trade secret, publicity, privacy or other rights of any third party, and are
not and will not be defamatory or obscene;
neither the Work Product nor any element thereof will be subject to any restrictions or to any
mortgages, liens, pledges, security interests, encumbrances or encroachments;
in performing the Services, Consultant and its representatives will comply with all applicable
laws, orders and regulations of all governmental authorities having jurisdiction over this
Agreement and such Services; and
Consultant and its representatives who access or visit any facilities in performance of Services
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9. will observe all safety, security, and other regulations which have been established by the
owner of such facilities.
Indemnification
By Consultant. Consultant will indemnify and hold harmless, and at The United States of
America Government ’s request defend, The United States of America Government and its
affiliates, successors and assigns (and its and their officers, directors, employees, suppliers,
licensees, customers and agents) from and against any and all claims, losses, liabilities,
damages, settlements, expenses and costs (including without limitation attorneys’ fees and
court costs) which arise out of or relate to any breach (or claim or threat thereof that, if true,
would be a breach) of this Agreement by Consultant, including without limitation any breach or
alleged breach of any representation or warranty of Consultant set forth in Section 8.
Process. The United States of America Government will notify Consultant of any claim or
liability for which indemnification is sought (“Claim”), provided, however, that the failure to give
such notice will not relieve Consultant of Consultant’s obligations hereunder except to the
extent that Consultant was actually and materially prejudiced by such failure. The United States
of America Government may, at its option and expense, participate and appear on an equal
footing with Consultant in the defense of any Claim that is conducted by Consultant as set forth
herein. Consultant may not settle any Claim without the prior written approval of The United
States of America Government , which approval will not be unreasonably withheld or delayed.
From the date of written notice from The United States of America Government to Consultant
of any such Claim, The United States of America Government will have the right to withhold
from any payments due Consultant under this Agreement the amount of any defense costs, plus
additional reasonable amounts as security for Consultant’s obligations under this Section 8.
Insurance. During the term of this Agreement and for three (3) years thereafter, Consultant will
maintain in effect appropriate workers’ compensation, commercial general liability, errors and
omissions, and other forms of insurance, in each case with insurers reasonably acceptable to
The United States of America Government and with coverage limits sufficient to fully cover
performance of the Services and Consultant’s other obligations under this Agreement.
Miscellaneous
Independent Contractor. Nothing in this Agreement will in any way be construed to deem
Consultant as an agent, employee or representative of The United States of America
Government , and Consultant will perform the Services hereunder as an independent
contractor. Consultant agrees to furnish (or reimburse The United States of America
Government for) all tools and materials necessary to perform the Services, and will incur all
expenses associated with such performance, except as expressly provided in the applicable
Statement of Work. Consultant acknowledges and agrees that Consultant is obligated to report
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10. as income all compensation received by Consultant pursuant to this Agreement, and Consultant
agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon.
Consultant further agrees to indemnify The United States of America Government and hold it
harmless to the extent of any obligation imposed on The United States of America Government
(a) to pay withholding taxes or similar items in connection herewith or (b) resulting from
Consultant’s being determined not to be an independent contractor.
Arbitration. Any claim, dispute or controversy among the parties arising out of or relating to
this Agreement, including the formation, interpretation, breach or termination thereof
(including whether the claims asserted are arbitrable), which cannot be satisfactorily settled by
the parties, will be referred to and finally and exclusively determined by binding arbitration
(“Arbitration”) upon the written request of any party. The Arbitration will be administered by
JAMS in accordance with the JAMS International Arbitration Rules (the “Rules”) under California
law, without resort to its conflicts of laws rules. The Arbitration will be conducted by one
arbitrator selected in accordance with the Rules. The place of the Arbitration will be San
Francisco, California. The Arbitration will be conducted in English. The Arbitration award will be
final and binding upon the parties, and judgment upon such award may be entered in any court
having jurisdiction thereof. The arbitrator’s award may include compensatory damages against
either party but under no circumstances will the arbitrator be authorized to nor will the
arbitrator award punitive damages against either party. Notwithstanding the above, either
party may seek injunctive relief in any court of competent jurisdiction against improper use or
disclosure of Confidential Information.
Governing Law. This Agreement will be governed by the laws of the State of California without
reference to its conflicts of laws provisions or state arbitration statutes.
Assignment. Consultant may not assign, delegate or otherwise transfer this Agreement or any
right or obligation hereunder without the prior written consent of The United States of America
Government . Any attempted assignment, delegation or other transfer by Consultant in
violation of this Section 10.4 will be void and of no effect. The United States of America
Government may assign or otherwise transfer this Agreement or any or all of its rights and
obligations hereunder without Consultant’s consent.
Equitable Relief. Consultant agrees that it would be impossible or inadequate to measure and
calculate The United States of America Government ’s damages from any breach of the
covenants set forth in Sections 2 or 3 herein. Accordingly, Consultant agrees that if Consultant
breaches Sections 2 or 3, The United States of America Government will have available, in
addition to any other right or remedy available, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and specific
performance of any such provision. Consultant further agrees that no bond or other security
will be required in obtaining such equitable relief and Consultant hereby consents to the
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11. issuance of such injunction and to the ordering of such specific performance.
Entire Agreement. This Agreement, together with Exhibit A and any executed SOWs, is the
entire agreement of the parties with respect to the subject matter hereof and supersedes any
prior agreements between them with respect to the subject matter hereof, including without
limitation any nondisclosure agreement previously entered into by the parties.
The United States of America Government ’s Name and Marks. Consultant is strictly prohibited
from using the names or marks of The United States of America Government and its owners
and affiliates in advertisements, marketing materials, product endorsements, press releases, or
any other publications, documentation, or announcements, including announcements about
this Agreement; and from photographing or videotaping during provision of the Services,
without The United States of America Government ’s prior express written consent.
Relationship with Contractors. In connection with The United States of America Government ’s
exercise of its rights granted hereunder, The United States of America Government may have
such rights exercised on its behalf by its affiliates, service providers and consultants.
Further Assurances. Upon either party’s reasonable request, the other party will promptly
execute and deliver such documents and instruments (and promptly perform such other acts)
that are, in the requesting party’s reasonable judgment, necessary or appropriate to effectuate
the purposes of this Agreement, including without limitation executing and delivering
documents and other instruments which may be recorded or filed and cooperating to effect
such recordation or filing.
Notices. Any notice under this Agreement will be addressed to the parties at the addresses set
forth at the beginning of this Agreement or such other address as either party may notify the
other of and will be deemed given upon delivery if personally delivered, or forty-eight (48)
hours after deposited in the United States mail (or other national mail system), postage
prepaid, registered or certified mail, return receipt requested.
Waiver. The waiver or failure to require the performance of any warranty, covenant, or
obligation contained herein will not be deemed to constitute a waiver of a similar later breach
of the same or any other warranty, covenant or obligation contained herein, and no such waiver
will be effective unless in writing.
Severability. If any provision or portion of this Agreement will be adjudged invalid or
unenforceable by a court of competent jurisdiction or by operation of any applicable law, such
provision or portion of this Agreement will be deemed omitted and the remaining provisions
and portions will remain in full force and effect.
Headings. The headings and titles hereof are included solely for convenience of reference and
will not control the meaning or interpretation of any of the provisions of this Agreement (or the
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12. exhibits hereto).
Counterparts. This Agreement may be executed in one or more counterparts, including without
limitation by facsimile or PDF signature, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
The United States of America Government , INC.
By: By:
Name: Name:
Title: Title:
EXHIBIT A
FORM OF STATEMENT OF WORK
STATEMENT OF WORK NO. [ ] UNDER THE
PROFESSIONAL SERVICES AGREEMENT
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