GENERAL CONTRACT FOR SERVICES
This Contract for Services is made effective as indicated on the metadata when individual signs up, by and between Tikvah inc. of 1001 Golf Ridge Drive, Lamoni, Iowa 50140 (the “Recipient” and “Company”), and the patron (the “Provider”).
DESCRIPTION OF SERVICES. Beginning on the signed date, Provider will provide to Tikvah inc. the following services (collectively, the ‘Services”):
___ The Provider agrees to moderate the TikvahMinds (the “forum”).
___. The Provider agrees to post one time per week at a minimum in the forum.
___. The Provider agrees to attend all weekly live sessions (except in case of emergency and with prior notice in writing to the Recipient).
___. The Provider agrees to attend the monthly critiques (except in case of emergency and with prior notice in writing to the Recipient).
2. PAYMENT. Tikvah inc. agrees to pay the Provider as follows:
The Provider will receive payment in services rendered by the Recipient, including Full Membership in TikvahMinds (forum) except the print version of TikvahMinds Quarterly (TMQ) publication. This includes access to the website forum and content, online quarterly publications and video content.
Tikvah inc. shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Tikvah inc. fails to pay for the Services when due, Provider has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
3. TERM. This contract may be terminated by either party upon 14 days’ prior written notice to the other party.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Provider in connection with the Services will be the exclusive property of Recipient. Upon request, Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the Work Product.
5. NON-COMPETE/DISCLOSURE. Provider shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the Parties for use in scoping, estimating, and completing projects as well as for the everyday business practices for the Recipient and its clients/customers. During the tenure of the Provider with the Recipient and the Time Period stated in Section 6 the Provider shall not:
Business Practices - Provide the same or similar industry products, services, or engage in any other way representation of any other business of a similar nature to the business of the Recipient without written consent. It is understood that the Provider will be representing the Recipient exclusively during their tenure unless written notice has been provided from either of the Parties.
Clients/Customers - Directly or indirectly engage in any similar business practice of the Recipient while being in contact with the Recipient’s current or former clients. Nor shall the Provider solicit any client of the Recipient for the benefit of a third party that is engaged in a similar business to that of the Recipient.
General Competitor(s) - Engage in business activity, whether paid or non-paid, with a competitor of the Recipient that provides a similar product or service.
Employees - Hire, work alongside, or partner with any current employees, sales staff, or former employees or sales staff of Recipient.
6. TIME PERIOD. Provider warrants and guarantees non-compete/disclosure for the 3 year period following the termination of the Provider’s employment and/or business with the Recipient.
7. CONFIDENTIAL INFORMATION. As used herein “Confidential Information” shall mean any and all technical and non-technical information provided by the Recipient, including but not limited to: data or other proprietary information relating to products, inventions, plans, methods, processes, know-how, developmental or experimental work, computer programs, databases, authorship, customer lists (including the names, buying habits or practices of any clients), the names of vendors or suppliers, marketing methods, reports, analyses, business plans, financial information, statistical information, or any other subject matter pertaining to any business of the Recipient or any it’s respective clients, consultants, or licensees that is disclosed to the Provider under the terms of this Agreement.
8. PERMITTED DISCLOSURE. Confidential Information does not include information which:
(i) Has become generally known to the public through no wrongful act by the Provider;
(ii) Has been rightfully received by Provider from a third party without restriction on disclosure and without breach of an obligation of confidentiality running either directly or indirectly to the Recipient;
(iii) Has been approved for release to the general public by written authorization of the Recipient;
(iiii) Has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure; or,
(v) Has been independently developed by the Provider without use, directly or indirectly of the Recipient’s Confidential Information.
9. CONFIDENTIALITY. Provider acknowledges that it will have access to the Recipient’s Confidential Information and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be required in the course of any formal business association or dealings with the Recipient and in any event, only with the prior written approval of the Recipient. The Provider acknowledges that no license of the Confidential Information, by implication or otherwise, is granted to the Provider by reason of this Agreement. Additionally, the Provider acknowledges that it may only use the Confidential Information in connection with its business dealings with the Recipient and for no other purpose without the prior written consent of the Recipient. The Provider further agrees that all Confidential Information, including without limitation any documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic records provided by the Recipient or produced using the Recipient’s Confidential Information, will be held strictly confidential and returned upon request to the Recipient. The term of this Agreement will be ongoing as long as the Parties are working together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.
Upon termination of this Contract, Provider will return to Recipient all records, notes, documentation and other items that were used, created, or controlled by Provider during the term of this Contract. Further the Provider shall promptly return to the Company all documents and other tangible materials representing the Company’s Confidential Information and all copies thereof. The Company shall notify immediately the Provider upon discovery of any loss or unauthorized disclosure of the Confidential Information.
10. CONSULTANTS AND EMPLOYEES BOUND. Provider agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Recipient.
11. INDEMNIFICATION. Provider agrees to indemnify and hold Recipient harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against Recipient that result form the acts or omissions of Provider and/or Provider’s employees, agents, or representatives.
12. WARRANTY. Provider shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Provider’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Provider on similar projects.
13. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
The failure to make a required payment or service rendered when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party’s property to any levy, seizure, enteral assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this Contract.
12. REMEDIES. Should the Provider breach any of the provisions of this Agreement by unauthorized use, or by disclosure of the Confidential Information to any unauthorized third party to the Company’s detriment or damage, or if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 5 days from the effective date of such notice to cur the defaults(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this contract. The Provider agrees to reimburse the Company for any loss or expense incurred by the Company as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the Company in enforcing the provisions hereof. Provider further agrees that any unauthorized use of or disclosure of the Confidential Information will result in irreparable damage to the Company and that the Company shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the Provider without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.
13. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
13. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction of the Company’s principal office and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.
14. ENTIRE AGREEMENT. This Agreement represents the entire agreement of the parties and may only be modified by signature by both parties hereto.
15. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, bu t that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
16. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
17. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing at
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
19. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising here under or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
20. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
21. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.