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 “Freelancer”) with respect to the engagement of the Freelancer’s services by the Company. The Company and the Freelancer 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 Freelancer shall perform the following services customarily performed by freelancers 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. Notwithstanding the foregoing:
a. either Party may terminate the Term for any reason upon three (3) days written notice to the other Party; and
b. the Company may terminate the Term due to any breach of this Agreement by the Freelancer without any prior notice to the Freelancer and without any liability to the Freelancer and the Term will end immediately upon such Termination.
3. Hourly rate. Rates for each project will be discussed and agreed upon, on a case-by-case basis. The Company shall pay the Freelancer within 10 days of the project's monthly renewal date.
4. Confidentiality. The Freelancer hereby acknowledges that during the Term, the
Freelancer 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
Freelancer hereby agrees to the following in connection with the Confidential Information:
a. The Freelancer will not disseminate or disclose to any third party, or use for the Freelancer’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 Freelancer will treat Confidential Information received from the Company with the same degree of care and security as the Freelancer would use with respect to the Freelancer’s own Confidential Information, but not less than a reasonable degree of care.
c. The Freelancer will not use the Confidential Information for any purpose other than that for which it was provided. If the Freelancer is in any doubt as to the intended purpose for use of the Confidential Information, the Freelancer will immediately (and before using the Confidential Information) seek clarification from the Company.
d. The Freelancer 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 Freelancer will secure physical and electronic access to the Confidential Information.
e. The Freelancer will not assert any right, title or property interest to the Company’s Confidential.
f. Upon the expiration or other termination of the Term, and at such other times as the Company may request, the Freelancer 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 Freelancer’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 Freelancer will deliver to the Company an executed certificate confirming that the Freelancer 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 Freelancer’s work space, personal possession or control.
g. The Freelancer agrees that information shall not be deemed Confidential Information and the Freelancer 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 Freelancer) generally available to the public, or was in the Freelancer’s possession or known by the Freelancer prior to receipt from the Company as demonstrated by the Freelancer through written documentation (if available) or otherwise.
h. The Freelancer may make disclosures required by valid order of any court or other authorized governmental entity, provided the Freelancer 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 Freelancer 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 Freelancer 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 Freelancer will only use the Company Identification to communicate with the Company’s clients – in other words, the Freelancer will not use the Freelancer’s personal e-mail address(s), Skype ID(s) or any other means by which the Freelancer communicates electronically for matters not related to the Company);
ii. The Freelancer 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 Freelancer shall immediately cease use of all Company Identification.
j. The Freelancer agrees that the Freelancer’s obligations under this paragraph 5 shall continue beyond the expiration or other termination of the Term and shall be binding upon the Freelancer’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.
5. Non-Solicitation. The Freelancer 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 Freelancer to provide services directly to the Client. The Freelancer agrees that if the Freelancer 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 Freelancer agrees that liquidated damages may be assessed and recovered by the Company as against the Freelancer 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 Freelancer shall be liable to the Company for payment of liquidated damages in the amount of US$45,000.00 with respect to any of the Company’s Clients that the Freelancer solicits, recruits, induces, attempts to recruit or induce, or encourages to terminate the Company’s services in order for the Freelancer 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 Freelancer 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 Freelancer shall not solicit other team members for any support or advantages for any personal projects or endeavors, whether through team communication channels or otherwise.
6. 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.
7. Independent Contractor.
a. This Agreement shall not render either Party an employee, partner, agent of, or joint venture with the other Party for any purpose. Each Party is and will remain an independent contractor of the other Party. The Company shall not be responsible for withholding taxes with respect to the Freelancer’s compensation hereunder. The Freelancer shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
b. For all purposes hereunder:
i. the Freelancer is a “self-employed person” as that or any similar description is recognized under the laws of the country in which the Freelancer resides and that the Freelancer is solely responsible for any and all necessary registrations and/or payments that are required to be made by virtue of such classification; and
ii. the relationship between the Company and the Freelancer hereunder is not one of “superior-subordinate” as that or any similar description is recognized under the laws of the country in which the Freelancer resides and the Company is therefore only responsible for making payments to the Freelancer of the monthly compensation as set forth in paragraph 3 hereof and the Company has no other obligations to the Freelancer whatsoever.
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.