WHEREAS, RISE Product & Service Ltd. Provides consulting, recruitment, design and development services to its clients; and WHEREAS, client desires to receive and compensate RISE Product & Service Ltd. for the provision of such services. The Parties agree as follows:
Client agrees to engage RISE Product & Service Ltd. for one or more Milestone (each, a “Milestone”), in accordance with the terms and conditions of this Agreement. For each Milestone undertaken by RISE Product & Service Ltd. for Client from time to time, a Statement of Work (“SOW”) shall be prepared, signed by RISE Product & Service Ltd. and Client, and attached to this Agreement. Each such SOW is an integral part of this Agreement and shall set forth the nature and scope of the services to be provided by RISE Product & Service Ltd. for such Milestone (the “Services”), the term of the Milestone, RISE Product & Service Ltd. ’ Compensation for such Milestone, and such other matters as Client and RISE Product & Service Ltd. may mutually agree. If Client or RISE Product & Service Ltd. agree to make changes to any Milestone, then any such changes shall be made in accordance with the provisions set forth in the applicable SOW. If the terms and conditions contained in this Agreement conflict with the terms and conditions contained in any SOW or Change Order (as defined in the SOW), then for purposes of the Milestone set forth in such SOW, the conflicting terms and conditions in such Proposal or Change Order shall control. If the terms and conditions contained in a SOW conflict with the terms and conditions contained in any Change Order, then for purposes of the Milestone set forth in such SOW, the conflicting terms and conditions in the Change Order shall control.
a. Invoices. RISE Product & Service Ltd. shall invoice Client after the first two weeks and at the end of each calendar month thereafter. The Client shall pay the invoices within 20 days of receipt, to RISE Product & Service Ltd. the full rate agreed. No payments will be made directly to talent.
b. Late Charges and Fees. Any amount which is not paid when due will bear interest until paid at the rate of one and one-half percent (1. 5%) per month. Notwithstanding any other provisions of this Agreement, RISE Product & Service Ltd. has the right to suspend or terminate Services if any such amounts are not paid within five (5) business days after RISE Product & Service Ltd. notifies Client of any overdue amount.
Either Party may, without prejudice to any right or remedy it may have due to any failure of the other Party to perform its obligations under this Agreement, terminate this Agreement or any SOW hereunder for any reason upon thirty (30) days prior written notice to the other Party. i. Either Party may terminate this Agreement or any Proposal at any time by giving written notice to the other Party, which notice shall be effective immediately or as otherwise set forth therein, if the other Party files a petition of any type as to its bankruptcy, is declared bankrupt, is or becomes insolvent, makes an assignment for the benefit of creditors, or commences liquidation or receivership proceedings.
ii. Either Party may terminate this Agreement or any Proposal at any time by giving written notice to the other Party in the event that such other Party breaches any of the provisions of this Agreement or Proposal and fails to remedy such breach within ten (10) business days after receipt of written notice of such breach (or if such breach cannot be remedied during such period, the other Party fails to make (and maintain) good faith, diligent attempts during such period to remedy such breach).
iii. RISE Product & Service Ltd. may terminate this Agreement or any Proposal at any time by providing written notice to Client of termination in the event that Client fails to pay any amount due hereunder within five (5) business days after RISE Product & Service Ltd. Provides Client with written notice of non-payment.
d. Automatic Termination. This Agreement shall terminate automatically if for any continuous (1) year period, there is no Proposal in effect hereunder.
e. Termination of SOW’s. Each Proposal in effect upon termination of this Agreement shall remain in full force and effect (unless terminated in accordance with the provisions of this Section 3), and the provisions of this Agreement shall remain in full force and effect with respect to each such SOW only until each such SOW is terminated or the Milestone set forth in such SOW is completed.
f. Effect of Termination. RISE Product & Service Ltd. shall be entitled to full payment for the Services performed through the date of such termination (including a pro rata payment for Services provided under a Fixed Fee Milestone), and RISE Product & Service Ltd. shall deliver to Client all Work Product (as defined in Section 5(a)) for which Client has paid. In addition, upon termination of this Agreement, Sections 2(b), 3(f), 4, 5, 6, 7, 8, 9, and 11 of this Agreement shall survive.
As part of the business relationship established by this Agreement, either party (a “Disclosing Party”) or its Representatives may disclose to the Disclosing Party (a “Recipient”) or its Representatives certain Confidential Information. All disclosures of Confidential Information shall be subject to the terms and conditions of this section, irrespective of the form of communication. As used herein, a “Representative” of a party means an officer, director, manager, owner, employee, attorney, accountant,banker, or financial advisor of such party. a. Definition and Use of Confidential Information. “Confidential Information” means any non-public information concerning Disclosing Party and/or its business, whether disclosed orally, in writing, or by other means before or after the Effective Date and all of Disclosing Party’s non-public information otherwise learned or obtained by Recipient in the course of this Agreement, including but not limited to information regarding Disclosing Party’s operations, customer and prospects (including the identity of the customers and prospects), suppliers and vendors (including their identity and purchasing terms), financial condition (including pricing and cost information), budgets and forecasts, technology, research and development initiatives, products, services, or marketing, product or other plans (collectively, including any such information disclosed prior to the effective date of this Agreement). Except as may otherwise be approved in writing by Disclosing Party, Recipient and its Representatives will not use Disclosing Party’s Confidential Information for any purpose other than performing services pursuant to this Agreement.
b. Disclosure of Confidential Information. Recipient and its Representatives will not disclose any of the Disclosing Party’s Confidential Information to any third party and will use reasonable efforts to maintain the confidentiality of Disclosing Party’s Confidential Information, such efforts to be not less than the efforts used by Recipient to maintain the confidentiality of Recipient’s own trade secret information. Notwithstanding the foregoing, Disclosing Party’s Confidential Information may be disclosed only to Recipient’s Representatives who need to know such Confidential Information for purposes of assisting in the performance of services under this Agreement, who are provided with a copy of this Agreement or are otherwise made aware of Recipient’s obligations hereunder, and who are directed by Recipient to treat such Confidential Information in accordance with this Agreement.
c. Non-Disclosure Exceptions. Recipient shall not be liable for any disclosure of Disclosing Party’s Confidential Information if the same is (a) disclosed after it becomes generally available to the public without breach of this Agreement and not through the fault of Recipient or its Representatives, (b) is properly and lawfully known by Recipient prior to disclosure by Disclosing Party or its Representatives, as demonstrated by Recipient’s prior written records, (c) disclosed after it is lawfully received by Recipient from a third party who is not bound by a non-disclosure agreement with Disclosing Party or is not otherwise prohibited from transmitting the information to Recipient by a contractual, legal, fiduciary, or other obligation, or (d) disclosed by Recipient with Disclosing Party’s prior written approval.
d. Return of Confidential Information Upon Termination of Agreement. Upon termination of this Agreement for any reason, Recipient will, at Disclosing Party’s written request, promptly (a) return all Confidential Information provided to Recipient by Disclosing Party and all copies thereof in the possession of Recipient or its Representatives, (b) destroy all materials generated by Recipient or its Representatives that include or refer to any Confidential Information, without retaining any copies thereof, and (c) certify in writing to Disclosing Party that Recipient has done so.
a. Work Product. Upon RISE’s receipt of payment in full of all amounts due to RISE Product & Service Ltd. under a SOW, and subject to subsections (b) and (c) below, all deliverables created as a result of the Services performed under such SOW, including, but not limited to, any and all strategy documents, collateral materials, content for publication, software code, and supporting documentation (collectively, the “Work Product”) and all Intellectual Property Rights (as defined below) therein, shall automatically become the sole property of Client, and (ii) all Work Product will be deemed to be the result of a “work for hire” arrangement, and all rights related thereto will be owned by, or shall thereby be assigned to, Client. For purposes of this Agreement, “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, whether registered or unregistered.
b. Previously Developed Materials. RISE Product & Service Ltd. may incorporate into the Work Product methods, concepts, improvements, techniques, processes, inventions, ideas, know-how, wording, modules, algorithms, and subroutines previously developed by RISE Product & Service Ltd. on prior Milestones or otherwise (the “Previously Developed Materials”). RISE Product & Service Ltd. has, and shall retain, ownership in all such Previously Developed Materials, and all Intellectual Property Rights therein.
c. Methodologies. All consulting methodologies and processes conceived or developed by RISE Product & Service Ltd. in the performance of Services under this Agreement (“Methodologies”) and all Intellectual Property Rights therein shall be owned by RISE Product & Service Ltd.
d. Cross Licenses. RISE Product & Service Ltd. (subject to RISEs’s receipt of payment in fall under a SOW) hereby grants to Client a non-exclusive, royalty-free, world-wide license to use Previously Developed Materials for its own internal use as part of the Work Product. Client may not, without RISE’s prior written consent, use Previously Developed Materials or the RISE Product & Service Ltd. Methodologies to (i) compete with RISE Product & Service Ltd. by providing consulting or software development correlated services to any company or individual, or (ii) as a stand-alone product or with any other product other than the Work Product.
a. Client acknowledges and agrees that, except as specifically set forth in section 6(a) of this agreement, RISE Product & Service ltd. Has not made, and does not intend to make, any express or implied warranties of any kind with respect to any of the services rendered hereunder or under any sow, regarding any software RISE Product & Service ltd. Provides to client, the services, or otherwise, and any warranties which could be implied, including, but not limited to, any implied warranties of merchantability, fitness for any particular purpose, compliance with any specifications or documentation, and non-infringement, are hereby expressly disclaimed.
a. Client acknowledges and agrees that, except as specifically set forth in section 6(a) of this agreement, RISE Product & Service ltd. Has not made, and does not intend to make, any express or implied warranties of any kind with respect to any of the services rendered hereunder or under any sow, regarding any software RISE Product & Service ltd. Provides to client, the services, or otherwise, and any warranties which could be implied, including, but not limited to, any implied warranties of merchantability, fitness for any particular purpose, compliance with any specifications or documentation, and non-infringement, are hereby expressly disclaimed.
a. Client acknowledges and agrees that, except as specifically set forth in section 6(a) of this agreement, RISE Product & Service ltd. Has not made, and does not intend to make, any express or implied warranties of any kind with respect to any of the services rendered hereunder or under any sow, regarding any software RISE Product & Service ltd. Provides to client, the services, or otherwise, and any warranties which could be implied, including, but not limited to, any implied warranties of merchantability, fitness for any particular purpose, compliance with any specifications or documentation, and non-infringement, are hereby expressly disclaimed.
a. Direct damages. Except as specifically set forth in section 9(b) for damages other than direct damages, and for personal injury claims, RISE’s entire liability for any claim, loss, damage, or expense from any cause whatsoever, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise, shall be limited to direct damages in an amount not to exceed ten thousand pounds (£10,000) in the aggregate for all such claims.
b. Limitation of damages. Except for indemnification obligations for third party damages arising under section 8 hereof, breach of the confidentiality provisions of section 4 hereof, and payment of fees or charges due hereunder, Both parties shall in no event be liable to client for any incidental, consequential, punitive, or any other indirect loss or damage, including lost profits, arising out of this agreement or any obligation resulting there-from, or the use or performance of any service, whether in an action for or arising out of any cause whatsoever, regardless of the form of action, whether in contract or tort, including negligence, strict liability or otherwise.
a. Notwithstanding any provision hereof, Talent is an independent contractor and is not an employee, agent, partner or joint venturer of RISE or any Client, and nothing in this Agreement shall render Talent an employee, agent, partner or joint venture of RISE or any Client, and Talent shall not hold himself out as such. Talent does not have any authority to incur any obligation or expenditure in the name of or for the account of RISE or Client and will not bind or attempt to bind, or hold himself out as having any authority to bind, RISE or Client to any contract or other obligation. Talent represents that Talent is customarily engaged in an independently established trade, occupation, profession or business of providing services such as the Work performed under this Agreement. Talent will accept direction pertaining to Clients’ desired goals and Work Output, but Talent shall not be subject to RISE or Client’s control and direction as to the details and means by which the goals are attained and results are achieved. Talent will be solely responsible for controlling the manner, means, methods, and hours in which the Work is performed. Talent is also solely responsible, at Talent’s expense, for selecting, acquiring, and maintaining work space, equipment, and supplies, as well as training, registrations, and certifications (if any), sufficient to perform the Work. Regardless of any discussions between Talent and RISE regarding rates, Talent has determined Talent’s own rates for the Work (as stated on the RISE Platform or a “Talent Schedule” document prepared and certified by the Company). As expressly stated herein and otherwise, Talent bears the economic risk of its Work and any Direct Agreement(s) with Clients, and RISE’s only obligation to Talent hereunder is to use commercially reasonable efforts to facilitate and collect fees for Work (as a service to Talent and Client).
b. Talent will not be eligible to participate in any of RISE’s or Client’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Neither RISE nor Client will provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Talent, and Talent shall be solely responsible for keeping and maintaining throughout the term of this Agreement, adequate insurance coverage, including workers’ compensation insurance, in accordance with applicable statutes. Talent will comply at Talent’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors under applicable law. Talent is required to pay and shall be solely liable for all applicable taxes, contributions, fees, assessments etc. including, without limitation, federal income tax and state income tax, on any fees, paid to him under this Agreement. Talent agrees to indemnify, defend and hold harmless RISE and each Client from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing.
Talent agrees to defend, indemnify and hold harmless RISE, Client and their respective affiliates, officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, attorneys’ fees or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Talent’s acts or omissions; (b) Talent’s breach of any representation, warranty or obligation under this Agreement; and (c) Talent’s alleged breach of any Direct Agreement made with Client. RISE may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Talent.
This arbitration provision shall survive the termination of Talent’s contract with RISE. It can only be revoked or modified by a writing signed by the parties. This Arbitration Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. If any provision of this arbitration provision is found to be unenforceable, in whole or in part, such finding shall not affect the validity of the remainder of this arbitration provision and the arbitration provision shall be reformed to the greatest extent possible to ensure that the resolution of all conflicts between the parties are resolved by neutral, binding arbitration.
Talent will not have the right or ability to assign, transfer any rights or obligations under this Agreement without the written consent of RISE. Any attempt to do so will be void. RISE may at any time fully assign and transfer this Agreement in whole or part upon notice.
a. Client acknowledges and agrees that, except as specifically set forth in section 6(a) of this agreement, RISE Product & Service ltd. Has not made, and does not intend to make, any express or implied warranties of any kind with respect to any of the services rendered hereunder or under any sow, regarding any software RISE Product & Service ltd. Provides to client, the services, or otherwise, and any warranties which could be implied, including, but not limited to, any implied warranties of merchantability, fitness for any particular purpose, compliance with any specifications or documentation, and non-infringement, are hereby expressly disclaimed.
All notices to RISE under this Agreement will be in writing and will be deemed given when personally delivered, sent by email to both: contact@RISEwithus. co and legal@RISEwithus. co. Notices to Talent will be made by email and will be deemed to have been duly given when sent by RISE to the email address associated with Talent’s account and/or the Talent Portal.
The Parties acknowledge and agree that the arrangements set forth under this Agreement are non-exclusive and that, subject to Article 8 (Confidentiality) and other restrictions herein, each Party shall be free at any time during the Term and thereafter to engage and enter into similar (or non-similar) arrangements with other third parties.
Each party agrees not to use the other’s name, trade names, trademarks, or other designation without the other party’s prior written consent, including, but not limited to, press releases about this Agreement
