General Terms & Conditions of Work
This Agreement (“Agreement”) is entered into between Worldwide101 Ltd trading as Boldly Premium Subscription Staffing, with an address at Pury Hill Business Park, Alderton Road, Towcester, Northants, NN127LS, United Kingdom (the “Company”) and you (the “Worker”) with respect to the engagement of the Worker’s services by the Company. The Company and the Worker are sometimes individually and collectively referred to herein as the “Party(ies).” For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
1. Services. The Worker shall perform the following services customarily performed by workers in the virtual administrative industry (individually and collectively, the “Services”).
2. Term. The term of this Agreement shall begin on the date that you signed up to the Boldly platform and shall continue until terminated.The Company may terminate the Term due to any breach of this Agreement by the Worker without any prior notice to the Worker and without any liability to the Worker and the Term will end immediately upon such Termination.
3. Confidentiality. The Worker hereby acknowledges that during the Term, the Worker may, from time to time, be supplied or work with certain information supplied by the Company, all of which is confidential and of value to the Company (the “Confidential Information”). The Worker hereby agrees to the following in connection with the Confidential Information:
a. The Worker will not disseminate or disclose to any third party, or use for the Worker’s own benefit or for the benefit of any third party, any Confidential Information relating to the products, business or affairs of the Company, which such Confidential Information is in any way acquired during or by reason of this Agreement, such Confidential Information being deemed to include but not limited to information in any format pertaining to copyrights, trademarks, trade names, service marks, trade dress, domain names, uniform resource locators (URLs), websites, advertising and marketing plans, media planning/placement, strategic briefs, sales plans, ideas, concepts, new products, improvements, inventions, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research; technology research & development, corporate strategic plans, budgets, profit & loss data, raw material costs, identity of suppliers, customer lists, customer information, formulae, processes, methods, and associations with other organizations which the Company has not previously made available to the public.
b. The Worker will treat Confidential Information received from the Company with the same degree of care and security as the Worker would use with respect to the Worker’s own Confidential Information, but not less than a reasonable degree of care.
c. The Worker will not use the Confidential Information for any purpose other than that for which it was provided. If the Worker is in any doubt as to the intended purpose for use of the Confidential Information, the Worker will immediately (and before using the Confidential Information) seek clarification from the Company.
d. The Worker will not copy, reproduce or store the Confidential Information without the Company’s prior written consent whether electronically, on any external drive (including a USB thumb drive) or in the “cloud.” The Worker will secure physical and electronic access to the Confidential Information.
e. The Worker will not assert any right, title or property interest to the Company’s confidential information.
f. Upon the expiration or other termination of the Term, and at such other times as the Company may request, the Worker will return to the Company all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails, CD-ROMs and all other materials relating to the Company’s business, including all Confidential Information, in the Worker’s work space, personal possession or control. In addition, upon the expiration or other termination of the Term, and at such other times as the Company may request, the Worker will deliver to the Company an executed certificate confirming that the Worker has promptly returned to the Company or shredded or destroyed all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails, CD-ROMs and all other materials relating to the Company’s business, including all Confidential Information, in the Worker’s work space, personal possession or control.
g. The Worker agrees that information shall not be deemed Confidential Information and the Worker shall have no obligation whatsoever under this Agreement with respect to such information that is or becomes (through no breach of this Agreement by the Worker) generally available to the public, or was in the Worker’s possession or known by the Worker prior to receipt from the Company as demonstrated by the Worker through written documentation (if available) or otherwise.
h. The Worker may make disclosures required by valid order of any court or other authorized governmental entity, provided the Worker promptly notifies the Company and provides reasonable cooperation, at the Company’s expense, with the Company’s efforts, if any, to limit disclosure and to obtain confidential treatment or a protective order.
i. The Worker hereby agrees that for purposes of this Agreement, Confidential Information includes any e-mail address(es), Skype ID(s) and/or any other means by which the Worker is identified as associated with the Company in order to communicate with the Company’s clients (individually and collectively “Company Identification”) and that:
i. The Worker will only use the Company Identification to communicate with the Company’s clients – in other words, the Worker will not use the Worker’s personal e-mail address(s), Skype ID(s) or any other means by which the Worker communicates electronically for matters not related to the Company);
ii. The Worker may not use any of the Company Identification for personal matters or in any attempt to gain employment using the Company as reference or in any attempt to approach a new client on behalf of the Company without the Company’s prior written consent; and
iii. Upon the expiration or other termination of the Term, the Worker shall immediately cease use of all Company Identification.
j. The Worker agrees that the Worker’s obligations under this paragraph 5 shall continue beyond the expiration or other termination of the Term and shall be binding upon the Worker’s legal representatives, heirs, successors, assigns, subsidiaries and affiliates and shall inure to the benefit of the Company, the Company’s subsidiaries and affiliates and their legal representatives, heirs, successors and assigns.
4. Non-Solicitation. The Worker shall not solicit, recruit, induce, attempt to recruit or induce, or encourage any of the Company’s Clients to terminate the Company’s services in order for the Worker to provide services directly to the Client. Nor will I solicit, recruit, induce, attempt to recruit or induce, or encourage any of the Company’s employees, contractors or consultants to be hired away from the Company. The Worker agrees that if the Worker breaches this paragraph 6, the Company will incur substantial economic damages and losses 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, the Worker agrees that liquidated damages may be assessed and recovered by the Company as against the Worker in the event of such breach and without the Company being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore the Worker shall be liable to the Company for payment of liquidated damages in the amount of £45,000.00 with respect to any of the Company’s Clients that the Worker solicits, recruits, induces, attempts to recruit or induce, or encourages to terminate the Company’s services in order for the Worker to provide services directly to the Client. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and the Worker shall pay them to the Company without limiting the Company’s right to terminate this Agreement for default as provided elsewhere herein. In addition, the Worker shall not solicit other team members for any support or advantages for any personal projects or endeavors, whether through team communication channels or otherwise.
5. Non Competition I agree that during the period of my agreement with the Company, and any extensions thereof, and for a period of twelve (12) months from the last payment of compensation to me by the Company, I shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of Boldly, or its subsidiaries or affiliates, provided that I shall not be precluded from competing with the business of the Company in the event of a termination of this agreement as a result of a material breach by Boldly of the provisions of this Agreement. For purposes of this Section 5, I agree that I shall be deemed to "compete, directly or indirectly" with the businesses of the Company, or its subsidiaries or affiliates if I am or become engaged, otherwise than at the request of the Company, as an officer, director, employee or marketing professional of, or am or become associated in a management or ownership, employment, consultant or agent capacity with, any corporation, partnership or other enterprise or venture the business of which includes the provision of virtual assistant services and am responsible for the performance of functions similar to those of the role I perform during the twelve month period immediately preceding my termination.
6. Work For Hire I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my work for the Company and that are protectable by copyright are “works made for hire,” and that those works and their copyright belong to the Company.
7. Warranties and Representations: Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
8. Choice of Law/Arbitration. The laws of England and Wales shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in accordance with the rules of the UK Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
9. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by either Party shall be in writing and shall be validly given or made to the other Party if personally served, or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission provided, however, that receipt of any such e-mail or facsimile transmission is sufficiently proven. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
10. Entire Agreement. Paragraph headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the Parties.
11. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.