Contractor Non Disclosure Agreement

  • Pixalien (Company) has made a commitment to our Client to ensure that we have a policy of total confidentiality with their business.   We would therefore seek your agreement to the following additional clauses to be included as part of your general terms and conditions of engagement.  
    1. Web and Graphic Design Services
    Effective immediately, Company shall retain Contractor and Contractor shall provide Company with Web and Graphic Design Services (the "Web and Graphic Design Services"), which shall include, without limitation: Any Web related work sent by Pixalien without limitation unless otherwise specified prior to beginning any task.  
    1. Independent Contractor Status
    (a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. (b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.  
    1. Confidential Information
    (a) Contractor shall not,other than in the proper performance of Contractor's duties, use, publish or otherwise disclose to any person any information relating to the work or information used in client projects. (b) Contractor and its employees shall not, during the time of rendering services to the Company and the Company's Client or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; Any passwords or confidential information; or, any confidential information which the Company has received from a third party.  
    1. Intellectual Property
    (a) Work Product. During the course of performing the Web and Graphic Design Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Web and Graphic Design Services it performs for Company. (b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Web and Graphic Design Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" and shall remain the sole and exclusive property of Company. (c) Moral Rights. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications. (d) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.  
    1. Copyright:
    All property rights, copyright, design rights and other intellectual property rights in any work produced by you, shall be the exclusive property of the Client. In relation to such work you hereby: - Irrevocably, waive all moral rights therein in favour of the Client.  
    1. Non-Solicitation / Non-Compete
    During the term of this Agreement and for NON-SOLICITATION PERIOD ( 2 years after services last rendered for Pixalien by Contractor ) after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.  
    1. Term
    This Agreement shall commence on the date and year written above and shall continue for a period of TERM OF AGREEMENT unless earlier terminated in accordance with this Agreement.  
    1. Termination
    (a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 15 days from written notice of termination. (b) Payment Upon Termination. The Company will pay Contractor the complete money owed for all completed tasks. Unfinished work will need to be completed before receiving payment, or the contractor will forfeit payment for any incomplete assignments.