HAZELPRO LIMITED
Hereby the Company sets forth Terms of cooperation with an independent contractor (the Terms).
Subject to the terms and conditions of the Agreement, the Company hereby engages the Independent Contractor as an independent contractor on a non-exclusive basis to perform the services set forth in the Independent contractor agreement (the "Agreement"), and the Independent Contractor hereby accepts such engagement. The Agreement and the shall not render the Independent Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Independent Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Independent Contractor's compensation under the Agreement. The Independent Contractor shall have no claim against the Company for vacation pay, sick leave, retirement benefits, social security, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Independent Contractor shall be entitled to exercise such discretion and judgment in the provision of the services as is appropriate to comply with Independent Contractor's status as an independent contractor including, without limitation, establishing schedules and work hours as well as controlling all other means and methods of performing the services under the Agreement. Independent contract confirms that the services are to be rendered not from the territory of either Russian Federation or Republic of Belarus.
The Company shall reimburse Independent Contractor for all reasonable and itemized out-of-pocket business expenses incurred by Independent Contractor in connection with Independent Contractor's engagement with the Company which are pre-approved by the Company. Independent Contractor shall keep appropriate records of such expenses and submit receipts or other evidence relating thereto in accordance with Company policy. Reimbursement for all expenses shall be subject to such regulations and procedures as the Company may designate by notice to Independent Contractor and shall not include reimbursement for normal commuting and related expenses.
INDEPENDENT CONTRACTOR ACKNOWLEDGES THAT IT IS THE POLICY OF THE COMPANY TO MAINTAIN AS SECRET AND CONFIDENTIAL ALL CONFIDENTIAL INFORMATION. "CONFIDENTIAL INFORMATION" SHALL MEAN ALL INFORMATION HERETOFORE OR HEREAFTER DEVELOPED OR USED BY THE COMPANY, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING TYPES OF INFORMATION AND OTHER INFORMATION OF A SIMILAR NATURE (WHETHER OR NOT REDUCED TO WRITING) ABOUT OR CONCERNING THE BUSINESS OF COMPANY THAT DERIVES ACTUAL OR POTENTIAL ECONOMIC VALUE FROM NOT BEING KNOWN TO COMPANY'S COMPETITORS OR THE PUBLIC: INFORMATION RELATING TO THE OPERATIONS, INDEPENDENT CONTRACTORS, CONSULTANTS, INDEPENDENT CONTRACTORS, CUSTOMERS AND CLIENTS OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO INFORMATION RELATED TO PRODUCTS, OPERATIONS, MARKETING AND BUSINESS PLANS, CUSTOMER OR SUPPLIER NAMES AND ADDRESSES, CORPORATE ORGANIZATION AND FINANCES, PLANS, RESEARCH, SPECIFICATIONS, DRAWINGS, SKETCHES, MODELS, SAMPLES, DATA, TECHNOLOGY, COMPUTER PROGRAMS, DOCUMENTATION, SOFTWARE, COMPUTER SYSTEMS, SOURCE CODE, OBJECT CODE, METHODOLOGIES, PRODUCT DEVELOPMENT, DISTRIBUTION PLANS, CONTRACTUAL ARRANGEMENTS, PROFITS, SALES, PRICING POLICIES, OPERATIONAL METHODS, TECHNICAL PROCESSES, DISCOVERIES, IDEAS, DESIGNS, CONCEPTS, SCRIPTS, TREATMENTS, PROCESSES, PROCEDURES, MARKETING TECHNIQUES AND MATERIALS, CALL SHEETS, DATABASE INFORMATION, MARKETING AND DEVELOPMENT PLANS AND STRATEGY, SERVICES, RESEARCH, ACCOUNTS, BILLING METHODS, DATA, PRODUCTION TECHNIQUES, SYSTEMS, PROJECTS IN DEVELOPMENT, PRACTICES, OPERATING PROCEDURES, LOCATIONS, PASSWORDS, ADVERTISING AND PROMOTIONS AND LITERARY MATERIAL, INFORMATION AND ITEMS (INCLUDING, BUT NOT LIMITED TO, MEMORANDA, NOTES, RECORDS, INTELLECTUAL PROPERTY AND OTHER DOCUMENTS) RELATING TO THE BUSINESS, MEDICAL, LEGAL, PERSONAL, CONTRACTUAL, PRIVATE AND CONFIDENTIAL MATTERS RELATING TO COMPANY AND (AS APPLICABLE) COMPANY'S OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, AFFILIATED AND RELATED CORPORATIONS (COLLECTIVELY THE "AFFILIATES"), OTHER BUSINESS AFFAIRS AND METHODS, PLANS FOR FUTURE DEVELOPMENTS AND OTHER TECHNICAL AND BUSINESS INFORMATION INCLUDED IN OR RELATING TO ANY OF THE ASSETS OF AND/OR COMPRISING THE BUSINESS OF THE COMPANY, AND ALL TRADEMARKS, DOMAIN NAMES, COPYRIGHTS AND PATENTS AND APPLICATIONS THEREOF, ALL TRADE SECRETS, INVENTIONS, PROCESSES, PROCEDURES, RESEARCH RECORDS, MARKET SURVEYS AND KNOW-HOW AND OTHER TECHNICAL PAPERS. INDEPENDENT CONTRACTOR RECOGNIZES THAT CONFIDENTIAL INFORMATION IS THE RESULT OF SUBSTANTIAL FINANCIAL INVESTMENT BY THE COMPANY, AS WELL AS EXTENSIVE EFFORTS BY THE COMPANY OVER A LENGTHY PERIOD OF TIME AND THAT ALL SUCH CONFIDENTIAL INFORMATION IS AND SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY AS ITS SOLE OWNER, FREE OF ANY RIGHTS OF INDEPENDENT CONTRACTOR. THEREFORE, INDEPENDENT CONTRACTOR AGREES THAT, AT ALL TIMES FROM AFTER THE DATE HEREOF, HE WILL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, VERBALLY OR OTHERWISE, USE, REVEAL, REPORT, PUBLISH, DISSEMINATE, DISCLOSE OR TRANSFER, INCLUDING, WITHOUT LIMITATION, THROUGH SOCIAL MEDIA, BLOGS, FORUMS, PERSONAL WEBSITES, AND ANY OTHER WRITTEN, ORAL, OR ELECTRONIC COMMUNICATION, OR CAUSE TO BE REVEALED, REPORTED, PUBLISHED, DISSEMINATED, DISCLOSED OR TRANSFERRED ANY OF THE CONFIDENTIAL INFORMATION TO ANY PERSON, FIRM, COMPANY OR OTHER ENTITY, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NEWSPAPERS, PERIODICALS, MAGAZINES, PUBLICATIONS, TELEVISION STATIONS, PUBLISHERS, COMPETING COMPANIES AND ANY OTHER ENTERPRISE INVOLVED IN THE PRINT OR ELECTRONIC MEDIA, INCLUDING INDIVIDUALS WORKING FOR, OR ON BEHALF OF, ANY OF SAID ENTITIES, OR UTILIZE ANY OF THE CONFIDENTIAL INFORMATION FOR ANY PURPOSE EXCEPT IN THE COURSE OF THE UNDERSIGNED'S SERVICE FOR THE COMPANY, EXCEPT TO THE EXTENT THAT (A) ANY SUCH CONFIDENTIAL INFORMATION BECOMES GENERALLY AVAILABLE TO THE PUBLIC OR TRADE, OTHER THAN AS A RESULT OF A BREACH BY INDEPENDENT CONTRACTOR OF THIS SECTION 7 OR (B) ANY SUCH CONFIDENTIAL INFORMATION THAT BECAME OR BECOMES AVAILABLE TO INDEPENDENT CONTRACTOR ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY; PROVIDED, THAT SUCH SOURCE IS NOT KNOWN BY INDEPENDENT CONTRACTOR TO BE BOUND BY THE TERMSWITH, OR OTHER OBLIGATION OF SECRECY TO, THE COMPANY OR ANOTHER PARTY. IN ADDITION, IT SHALL NOT BE A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREOF IF INDEPENDENT CONTRACTOR IS REQUIRED BY LAW OR LEGAL PROCESS TO DISCLOSE ANY CONFIDENTIAL INFORMATION; PROVIDED, THAT IN SUCH CASE, INDEPENDENT CONTRACTOR SHALL (A) GIVE THE COMPANY THE EARLIEST NOTICE POSSIBLE THAT SUCH DISCLOSURE IS OR MAY BE REQUIRED AND (B) COOPERATE WITH THE COMPANY, AT THE COMPANY'S EXPENSE, IN PROTECTING, TO THE MAXIMUM EXTENT LEGALLY PERMITTED, THE CONFIDENTIAL OR PROPRIETARY NATURE OF THE CONFIDENTIAL INFORMATION WHICH MUST BE SO DISCLOSED.
INDEPENDENT CONTRACTOR FURTHER ACKNOWLEDGES AND AGREES THAT BOTH DURING INDEPENDENT CONTRACTOR'S ENGAGEMENT WITH THE COMPANY AND AFTER ITS TERMINATION: (I) NO WORK CREATED, CONCEPTUALIZED OR EXECUTED BY INDEPENDENT CONTRACTOR AT COMPANY OR DURING COMPANY HOURS SHALL BE USED FOR THE PROMOTION OF A COMPETITIVE COMPANY; (II) ALL PROJECT FILES SHALL BE HANDED OVER TO COMPANY UPON TERMINATION OF INDEPENDENT CONTRACTOR'S ENGAGEMENT; (III) COMPANY'S NAME SHALL NOT BE USED IN CONJUNCTION WITH ANY PROMOTION FOR ANY COMPETITOR; AND (IV) DISCUSSION OR ELECTRONIC COMMUNICATION INCLUDING, WITHOUT LIMITATION, IN AREAS ACCESSIBLE BY THE PUBLIC, OF ANY CURRENT COMPANY PROJECT, INCLUDING, WITHOUT LIMITATION, TECHNIQUES, METHODS AND PROCESSES, IS PROHIBITED UNTIL SUCH PROJECT IS RELEASED TO THE PUBLIC, SO LONG AS NO CONFIDENTIAL INFORMATION IS DISCLOSED, AND THEN ONLY WITH COMPANY'S CONSENT, WHICH MAY BE GIVEN OR WITHHELD AT COMPANY'S SOLE DISCRETION.
Independent Contractor acknowledges that Independent Contractor's breach of this Section will cause the Company to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Company of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, Independent Contractor agrees that liquidated damages may be assessed and recovered by the Company as against Independent Contractor, in the event of each breach and without the Company being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Independent Contractor shall be liable to the Company for payment of liquidated damages of (i) one hundred (100%) percent of Independent Contractor's Compensation received by the Independent Contractor in the year immediately preceding the breach; and (ii) one hundred (100%) percent of any compensation received by the Independent Contractor from any third party in connection with each breach of this Section 7. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Independent Contractor shall pay them to Company without limiting Company's right to seek other remedies as provided elsewhere herein.
Independent Contractor agrees that he will not, during the period he is engaged by the Company under this Agreement or otherwise, Participate In (as defined below) any other business or organization, which directly or indirectly compete with the Company.
As used in these Terms, the term "Participate In" shall mean: "directly or indirectly, for his/her own benefit or for, with, or through any other person, firm, or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of."
An Independent Contractor will not directly or indirectly, solicit or interfere with, or endeavor to entice away from the Company or any of its affiliates any of its respective employees, independent contractors or consultants. Independent Contractor will not compete or directly or indirectly employ any person who is, or was at any time during the term of Independent Contractor's engagement with the Company, an employee, independent contractor, or consultant of the Company or any of the Affiliates or Customers for a period of one year after the Independent Contractor leaves the engagement of the Company.
Independent Contractor agrees that he will not engage in any conduct that is injurious to the reputation of the Company and/or its affiliates, officers and directors or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the Company and/or its affiliates, officers and directors. Independent Contractor acknowledges that the Independent Contractor's breach of this provision will cause the Company to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Company of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, Independent Contractor agrees that liquidated damages may be assessed and recovered by the Company as against Independent Contractor, in the event of each breach and without the Company being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Independent Contractor shall be liable to the Company for payment of liquidated damages of ten thousand euro for each breach of this provision. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Independent Contractor shall pay them to Company without limiting Company's right to seek other remedies as provided elsewhere herein.
The Independent Contractor agrees that the ALL data produced while providing services by the Independent Contractor are the Company's property.
Independent Contractor further acknowledges that Company owns all rights to the results and proceeds of its services rendered in connection herewith.
The Independent Contractor has no right to use the Company's data, by any way, including coping, revision, placing in any source of information, including ANY other Internet-sites (belonging to the Independent Contractor or to third parties). Such Independent Contractor's activity is considered to be the infringement of the Company's rights to the intellectual property, may cause non-payment of the recompenses to the Independent Contractor and is prosecuted.
The Independent Contractor shall be responsible for the quality of Services rendered.
The cost of exclusive property rights to intellectual property objects created by Independent Contractor is included in the cost of services and shall not be additionally paid.