Worky is seeking to move into the future economy by facilitating more efficient and effective team-building and simultaneously fostering accelerated career development for software developers and related professionals.
Talent shall perform services for clients of Company (each a “Client”) as set forth in specific Proposals (the “Services”). Current Proposals, including identity of Client, shall be maintained on a mutually accessible online platform that shall be deemed an Exhibit to this Agreement (“Exhibit A” hereto). Talent understands and agrees that Company may modify, amend, or change Exhibit A from time to time upon Talent’s agreement, whether written or oral, to perform Services for the Client to be identified in Exhibit A. Should Talent object to any change made to Exhibit A, Talent’s sole remedy shall be to object in writing to Company, and if a compromise cannot be reached within a reasonable time, to terminate this Agreement in accordance with Section 4 below. Such termination would be without cause. In no event shall a modification, amendment, or change to Exhibit A by Company be deemed a breach of this Agreement.
Talent shall use best efforts, which shall at a minimum be commercially reasonable efforts, to perform the work directed or requested by the Client set forth in each Proposal in a professional and workmanlike manner. All such Services shall be performed only by Talent and shall be the original work of Talent. Talent represents and warrants that its performance under this Agreement, including any Proposals, shall not violate any agreement with or rights of any third party, including without limitation confidentiality or intellectual property rights of any third party. If Talent’s performance of the Services requires licensure, Talent warrants and represents that the required license is current and in good standing at all times during the Term of this Agreement. Talent shall comply with all applicable laws, as well as any and all policies and regulations of Company and of any Client in a Proposal.
Talent shall be an independent Talent for all purposes hereunder. Talent shall have sole control over the manner and means of performing the Services in every respect, including the day-to-day performance thereof and communication with the Client concerning the scope of work. Talent may not, in any manner, accept any obligation, incur any liability, promise any performance, or pledge any credit on behalf of, or for the account of, the Company except as expressly permitted under this Agreement. Independent Talent shall have no authority, express, implied, or apparent, to bind the Company except as provided in this Agreement. In the event Talent does hold itself out as having the authority to bind the Company and/or fails to identify itself and the limits of its authority, in violation of this clause, then Independent Talent shall indemnify and hold harmless the Company for any claims arising from reasonable reliance by any third party on such apparent authority.
Talent will ensure that its employees, Talents and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Talent’s obligations under any provision of this Agreement, for Company’s benefit and Talent will be responsible for any noncompliance by them.
You represent and warrant as follows:
Talent shall hold Company harmless and shall defend and indemnify Company from and against all liability, loss, damages, costs and expenses, including attorney fees and litigation costs, caused by a breach of this Agreement, or by any act or omission of Independent Talent, or any person or entity for whom Independent Talent is liable, relating to the Services or this Agreement. Worky specifically reserves all rights to enforce this clause.
Confidential Information shall for the purpose of this engagement include all information which you come across or have access to, or is disclosed by Worky or, Worky’s Client to you regarding trade secrets, patents, patent applications, trademarks, copyrights, trade address, intellectual property, know-how, inventions, discoveries, improvements, processes, techniques, algorithms, rating systems, samples, media and/or cell lines, software programs (whether in source or object code form), designs, drawings, formula or test data relating to any research program, work in process, research, development, engineering, manufacturing, distributing, marketing, servicing, financing, pricing or proposal information, or any personnel information relating to Worky or, Worky’s Client its present or future products, sales, suppliers, clients, contact sources, customers, employees, investors or business, and whether in oral, written, visual, graphic, electronic form or in any form whatsoever and howsoever disclosed by Worky or, Worky’s Client.
Confidential Information will also include all third party information and information that Worky has received from others. Also, any information or materials specifically marked as “Confidential” or “Proprietary” will be treated as Confidential Information. However, Confidential Information does not need to be marked “Confidential” or “Proprietary” in order to be considered as Confidential Information.
You acknowledge that Confidential Information is a valuable, special and unique asset proprietary to Worky, and you hereby agree that you shall not during or after the course of this engagement with Worky, disclose Confidential Information to any third party for any reason or purpose whatsoever without Worky’s prior written. “Third Party” means any party other than Worky, its holding and subsidiary companies or agents. Notwithstanding the foregoing, you may disclose Confidential information to Worky’s holding and subsidiary companies, or agents, professional partners and advisers on a need-to-know basis only.
All information and data provided to you by Worky shall be used exclusively for the purposes arising from this engagement. You shall prevent the use of Worky’s information, data, computers, equipment and other properties by third parties. Also, you shall notify Worky without undue delay of any misuse of Worky’s information, data, computers, equipment and other properties.
You shall not copy, reproduce, modify, alter, disassemble, reverse engineer or decompile any Confidential Information unless expressly permitted in writing by Worky. Also, you shall not print or copy, in whole or in part, any documents or other media containing any Confidential Information without the written consent of Worky other than copies for its officers, directors, employees, investors, consultants, advisors or partners who are working on the program or any transaction relating thereto.
You shall protect Confidential Information in your possession using the same standard of care that Worky applies to safeguard its own proprietary, secret or confidential information, but in no event shall you use anything less than a commercially reasonable standard of care, and you shall ensure that Confidential Information is stored and handled in such a way as to prevent any unauthorized disclosure or use thereof. Where there is a possible breach of Confidential Information, you will immediately inform Worky.
Where you are compelled by applicable regulatory and/or fiscal authorities and any other valid order carrying the force of law to disclose any Confidential Information, you shall promptly notify Worky of such obligation to enable it to limit or mitigate the disclosure as may be practicable.
Talent assigns to Company, or at Company’s direction to a third party, all right tight, title and interest in and to any inventions, works of authorship, designs, ideas and information, or know-how made or conceived or reduced to practice, in whole or in part, by Talent working alone or with others, during the term of this Agreement that i) relate to the Services or ii) result to any extent from the use of Company’s premises or property; or iii) relate to any Proprietary Information (as defined below) (collectively, “Inventions”).
Talent will promptly disclose and provide all Inventions to Company. During the term of this Agreement and for one (1) year thereafter, Talent shall promptly disclose to Company all patent applications filed by or on behalf of Talent.
Company, or any third party at the direction of Company, shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to all Inventions. To the extent allowable by law, all such Inventions are works made for hire to the extent allowed by law. Talent shall assist Company (or at Company’s request, any third party to whom this assignment is directed), to record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights so assigned.
To the extent allowed by law, any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.
Talent hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Talent’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Talent and all other creators or owners of the applicable Invention.
Inventions as well as any other business, technical and financial information acquired, learned, developed, or obtained by Talent in connection with the Services, or in the course of performance thereof, or that relate to Company or a Client of Company, or the business of Company or a Client of Company, shall constitute “Proprietary Information.” Talent shall hold all Proprietary Information in strict confidence and shall not use or disclose such information except for the purpose of performing the Services. This paragraph shall not apply to information Talent can document is or becomes readily publicly available through no fault of Talent. Upon termination or as otherwise requested by Company, Talent will promptly return to Company all Proprietary Information, including all copies thereof.
If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Talent (or any person involved in the Services) and not assigned hereunder, Talent hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, assignable and/or sublicensable right and license to exercise and exploit any and all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
Talent has the full right to provide Company with the assignments and rights provided for herein, including written enforceable agreements with third parties as necessary.
Your account on the Worky Platform (your "Account") gives you access to the services and functionality that we may establish and maintain from time to time. We may maintain different types of Accounts for different types of users. You acknowledge that all Worky Platform intellectual property remains the sole and exclusive property of Worky and you do not own your Account.
You may not permit anyone else to use your Account, nor may you use another user’s Account. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Account. We will not be liable for any losses caused by any unauthorized use of your Account, or for any changes to your Account, including your ability to access your Account, made by any individual with access to your Account.
By providing us with your email address, you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of Worky and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting Worky Privacy at email@example.com or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Services-related notices.
To the extent that you provide Worky with any comments, suggestions or other feedback regarding the Worky Platform or the website as a whole, as well as other Worky products or services (collective, the “Feedback”), you will be deemed to have granted Worky an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. Worky is under no obligation to implement any Feedback it may receive from users.
You may not use, or encourage, promote, facilitate, instruct or induce others to use the Talent Network or Worky Platform for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
If you become aware of any violation of these Terms and Conditions, you must immediately report it to the Worky Talent Experience team. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms and Conditions.
You acknowledge and accept not to directly contact any of Worky’s clients, customers, partner organizations or affiliates, or directly enter into any arrangements with them without Worky’s prior written approval. This clause is without prejudice to any existing relationships and agreements prior to your engagement with Worky. However, such relationships and agreements must be declared prior to the commencement of your engagement with Worky.
You agree to allow Worky to use feedback, including quotes, photos, blogs, videos etc., obtained during or as a result of your activities related to the Network, as promotional materials for any other programs and schemes run by Worky. You are responsible for all data, information and other content that you upload, post, or otherwise provide or store (hereafter “post”) in connection with or relating to the Network.
Worky reserves the right to investigate any potential violation of these Terms and Conditions and to remove, disable access to, modify or terminate your membership in the Network at any time. Worky reserves the right to enforce all remedies it has available in the case of a breach of these Terms and Conditions, including legal action where necessary. Worky shall be entitled to reasonable costs, including attorney’s fees, for any successful enforcement of these Terms and Conditions.
This Agreement is personal to you. You shall not assign this Agreement or any of its rights and/or obligations under this Agreement to any other person without the prior written consent of Company, and any such assignment shall be void ab initio. You agree that Company may assign this Agreement, in whole or in any part, to any successor or assign immediately upon written notice. The rights and protections of Company hereunder shall extend to any successors or assigns of Company and to its affiliates.
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of New Jersey, without regard to its conflict of laws rules or choice of law principles. Any controversy or claim arising out of or relating to any provision of this Agreement, or the breach thereof, shall be submitted to arbitration before a single arbitrator in New York, New York, in accordance with the applicable rules, then obtained, of the American Arbitration Association (“AAA”). Nothing in this arbitration provision shall be construed to limit the parties’ rights to seek injunctive or emergency relief if provided for herein. TALENT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT TO ARBITRATION CONSTITUTES A WAIVER OF ANY RIGHT TO JURY TRIAL. To the extent this arbitration provision does not apply, then exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of New Jersey, Essex County. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs from the losing party.
In case any one or more provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, it shall be construed more narrowly so as to be enforceable; and should any provision nevertheless be deemed unenforceable, the validity, legality and enforceability of the remaining provisions contained herein and other applications thereof shall not in any way be affected or impaired thereby.
The failure by the Company to require the performance of any term of this Agreement or the waiver by the Company of any breach under this Agreement shall not operate or be construed as a waiver of any subsequent breach by Talent.