This Services Agreement (“Agreement”) outlines the terms between Jengai, Inc., a Delaware corporation (“Company”), and yourself (“Client”).
Company will assign the following services to Client, as per your signed contract:
NOW, THEREFORE, the parties agree as follows:
1- Proprietary Information. Company understands and agrees that its engagement by Client creates a relationship of confidence and trust with respect to any and all information or materials of a confidential, proprietary or secret nature that arise out of or is related to the business or intellectual property of (a) Client, (b) any parent, subsidiary or other Affiliate of Client, (c) any actual or prospective customer, supplier or other business partner of Client, or (d) any other party whose information or materials Client agrees to hold in confidence (the “Proprietary Information”).
2- Confidentiality. Company acknowledges and agrees that the Proprietary Information is a special, valuable and unique asset of Client and its Affiliates. At all times, both during its engagement and after its termination, Company (i) will keep and hold all such Proprietary Information in strict confidence and trust, (ii) will not directly or indirectly us e the Proprietary Information other than in the course of performing its duties to Company, and (iii) will not directly or indirectly disclose any Proprietary Information to any person or entity, except in the course of performing such duties and with the consent of Company. Company will abide by the policies and regulations of Company, as established from time to time, for the protection of Proprietary Information.
3- Return of Materials. All documents and materials of any nature pertaining to Company’s engagement with Client or produced by Company or others in connection with such engagement, including all Proprietary Information, and all supplies, equipment and other physical property furnished to Company by Client, will be and remain the sole property of Client. Company will return to Client all such items when requested by Client, excepting only personal copies of records relating to such engagement or compensation and any personal property Company brings with it to Client and designates as such. Even if Client does not so request, Company will, upon termination of such engagement, return to Client all Client property, and will not take or retain any such items.
4- Covenants and Warranties.
a. Pre-existing Obligations. Company represents and warrants that Company has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with, or that would hinder Company’s performance of its obligations under this Agreement.
5- Term and Termination.
a. Term. This Agreement will continue for a period of 12 months as long as Client is satisfied with services provided but can be terminated as per the terms below.
b. Three Month Initial Trial Period. Client may terminate this agreement after a three month period from the date of this agreement if it isn’t satisfied with Company’s services.
c. Effect of Termination. Upon the expiration or any termination of this Agreement (except termination of this Agreement pursuant by Client pursuant to Section 17(b) for breach by Company), Client will pay Company any amounts that are due and payable for Services performed by Company prior to the effective date of expiration or termination.
6- Limitation of Liability. EXCEPT FOR ANY INTENTIONAL MISAPPROPRIATION OR INFRINGMENT OF THE CLIENT’S INTELLECTUAL PROPERTY BY THE COMPANY OR INTENTIONAL BREACH OF THE CONFIDENTIALITY PROVISION OF THIS AGREEMENT IN SECTION 5 HEREIN BY THE COMPANY, NEITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7- General.
a. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.
b. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
c. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to such subject matter.
d. Amendment and Waiver. This Agreement may be amended only by a written agreement executed by each of the parties to this Agreement. No amendment or waiver of, or modification of any obligation under, this Agreement will be enforceable unless specifically set forth in a writing signed by the party against which enforcement is sought. A waiver by either party of any of the terms and conditions of this Agreement in any instance will not be deemed or construed to be a waiver of such term or condition with respect to any other instance, whether prior, concurrent or subsequent.
e. Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will bind and benefit the parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Company may assign any of its rights and obligations under this Agreement. Consultant will not be entitled to assign or delegate this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, except with the prior written consent of Company.
f. Notices. All notices required or permitted under this Agreement will be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices will be sent to the address set forth on the signature page or to such other address as may be specified by either party to the other in accordance with this Section.