Confidentiality Sub-Contractor Agreement
“The Recipient” refers to Recipient entered in the field below.
“The Company” refers to Siskiyou Technology Consultants dba Network One.
1. Purpose. Network One is the representative (the “Company”) and wishes to furnish certain proprietary information concerning the Company to the Recipient for the sole purpose of potentially executing a supplier relationship and partnering on contracting work.
2. Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any and all information disclosed to Recipient by or on behalf of the Company, orally, in writing or in any other medium, however documented (or not documented) and whether or not marked “Confidential.” Confidential Information includes, without limitation, information regarding the Company’s actual or proposed businesses; historical and projected financial information, budgets, services, products, trade secrets, techniques, processes, operations, formulae, product specifications, know-how, compositions, inventions, discoveries, designs, sketches, drawings, samples, formats, marketing and manufacturing plans and materials, analyses, strategies, forecasts, research and development, concepts, ideas, names, addresses and any other characteristics, identifying information or aspects of the Company’s existing or potential customers, employees, vendors or suppliers; or any information derived, summarized or extracted from any of the foregoing. Confidential Information shall not include any information that (a) is or becomes available to the public other than as a consequence of a breach by Recipient of this Agreement, (b) Recipient received from a source not known by Recipient to be bound by obligations of confidentiality, or (c) Recipient developed independently without reliance upon the Confidential Information.
3. Disclosure and Use Restrictions. Recipient hereby agrees to hold in strictest confidence and trust all Confidential Information and agrees not to disclose or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to any third-party (including, without limitation, and of Recipient’s affiliates, and portfolio companies) without the prior written consent of The Company. Recipient may disclose Confidential Information only to its principals, directors, employees, counsel, auditors, funding sources and advisors on a “need to know ”basis (“Representatives”), and then only to the extent necessary to effect the Purpose. Recipient further agrees that it may use the Confidential Information only in connection with the Purpose. Recipient agrees to direct its Representatives who obtain Confidential Information to treat such Confidential Information in accordance with this Agreement and further agrees to be responsible for any breach of such provisions of this Agreement by such persons. Recipient hereby agrees that, in the event it is required by law, rule or regulation, by any governmental agency or other regulatory authority in connection with any legal proceedings to turn over any Confidential Information, it shall give The Company prompt written notice thereof (unless such notification shall be prohibited by applicable law or legal process) and to the extent reasonable requested, shall cooperate fully with the Company’s efforts to protect the confidentiality of such information.
4. Return of Confidential Information. If requested in writing by the Company, Recipient agrees to promptly return to the Company or destroy all written Confidential Information received from or on behalf of the Company including any and all copies or duplicates of such Confidential Information, and all summaries or extracts thereof in any medium prepared by or on behalf of Recipient (except as and to the extent retention of such Confidential Information is required by applicable law, regulation or order or Recipient’s internal policies and procedures, provided that any retained Confidential Information shall remain subject to the terms set forth in this Agreement not withstanding its termination). Upon request, Recipient further agrees to supply the Company a written confirmation of a responsible officer of Recipient that it has fulfilled its obligations under this Section.
5. Non-Disclosure of Business Relationship. In addition to foregoing disclosure and use restrictions regarding Confidential Information, Recipient agrees that it will keep strictly confidential and will not, without the prior written consent of The Company, disclose to any third party (other than to its Representatives or as may be required by law, rule or regulation, by any governmental agency or other regulatory authority or in connection with any legal proceedings) the existence or any aspect of any ongoing negotiations, discussions or business dealings between the Company and Recipient.
6. Non-Solicitation of Employees. Recipient agrees that, for a period of two (2) years after the date hereof, it will not hire through a direct solicitation of any executive officer or senior manager employed by the Company with whom it has contact as part of its evaluation of an Engagement or whose identity was derived from the Confidential Information, so long as such executive officer or senior manager is employed by the Company, without the prior written consent of the Company; provided, however, that nothing contained herein shall be constructed to prohibit Recipient from (a) placing general advertisements for employment, (b) hiring employees or former employees of the Company who contact Recipient of they own accord, or (c) recruiting through employment agencies (so long as Recipient does not direct such agencies to solicit the Company’s employees).
Non-Solicitation of Customers. Recipient agrees that, for a period of two (2) years after the termination of this agreement, it will not approach or solicit for business from, divert business from, or otherwise interfere with any customer relationship of The Company.
7. Communication Only Through Network One. Except as may be otherwise provided in a subsequent term sheet, letter of intent or definitive agreement relate to this Engagement, Recipient agrees to maintain all communications with the Company through The Company.
8. No Assurances or Obligations. Although the Company believes the Confidential Information is accurate, The Company makes no representations or warranties to its accuracy, completeness, or fairness, and, except as may otherwise be provided in a definitive agreement relating to the potential Engagement, The Company shall not have any liability for any express or implied representations or omission in the Confidential Information. Nothing contained in this Agreement shall be deemed to create a business relationship between the parties or obligate either party to enter into further discussions and/or agreements with the other.
9. Irreparable Harm. Recipient acknowledges that the Confidential Information and all rights thereto belong to the Company and nothing contained in this Agreement shall be construed as transferring any right or license of the Confidential Information to the Recipient. Recipient further understands that, in the event it fails to comply with this Agreement, the Company may suffer irreparable harm for which it may not be adequately compensated by monetary damages alone. Recipient agrees that, in the event of any breach or threatened breach of this Agreement, the Company will be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.
10. Jurisdiction: Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought in the courts of the state in which The Company’s principal place of business is located and within the metropolitan area nearest such place of business, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue in connection therewith. Process in any such action or proceeding may be served on any party anywhere. Recipient hereby waives any requirement that the Company prove the economic value of any Confidential Information or post a bond or other security in connection with the enforcement of its rights hereunder.
11. Miscellaneous. The validity, interpretation, construction, and enforcement of this Agreement shall be governed by California law in where The Company’s principal place of business is located. This Agreement contains the entire understanding between the parties relating to this subject matter and supersedes all oral or written agreements between them with respect thereto, and no previous written or oral understanding have been or shall be relied upon. The failure of any party in any one or more instances to insist upon strict performance of any terms or provisions of this Agreement, or to exercise any option herein conferred, shall not be construed as a waiver or relinquishment to any extent of the right to assert of rely upon any such terms, provisions or options on any further occasion. To the extent any provision of this Agreement may be deemed to be unenforceable, such unenforceability shall not affect any other provision hereof. This Agreement shall be binding upon the successors and assigns of the parties hereto, but neither of the parties hereto shall assign this Agreement without prior written consent of the other party. No amendment, modification, or waiver of any provision of this Agreement will be effective unless and until it is reduced to writing and signed by all parties.
12. The Company’s principal place of business for the purposes of paragraph 10 and 11 above is 1512 S. Oregon Street, Yreka, CA 96097.
SUBCONTRACTOR REQUIREMENTS
This agreement between The Company and The Recipient, establishes that you control and direct your own work, you possess the tools that are needed to perform your work, you are allowed to earn a profit or suffer a loss from your work, you are the owner or partner in your own business, you have a separate location to operate from, and you are available to the public as in independent contractor.
Prior to commencing provision of Services, the “Recipient” (Contractor) shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, or for damages to property including loss of use, which may arise out of operations by the “Recipient” (Contractor) or by any of its subcontractors or by anyone employed by any of them, or by anyone for whose acts they may be liable. Such insurance shall not be less than the greater of coverage and limits of liability set forth below, or coverage and limits required by law. The “Recipient” (Contractor) shall provide Network One copies of completed certificates of insurance satisfactory to Network One and its insurer and provide ACCORD certificates of insurance and insurance policy endorsements evidencing at least the minimum coverage set forth below that are required by this Agreement and naming Network One as the Certificate Holder in the lower left corner of the certificate of insurance. All insurance required under this Agreement shall be on an “occurrence” basis and not on a “claims made” basis. A sample certificate of insurance is appended hereto as Exhibit A. Coverage shall be procured and maintained with insurers acceptable to Network One and must have a minimum Best Rating of A- or better.
The Recipient agrees to furnish The Company with a certificate of insurance evidencing the following coverage prior to any employees arriving on a site:
(Certificate must show Network One as additional insured.)
1.) COMMERCIAL GENERAL LIABILITY INSURANCE (Occurrence Basis)
$1,000,000.00 Each Occurrence
$2,000,000.00 General Aggregate
$2,000,000.00 Products and Completed Operations Aggregate
$1,000.000.00 Personal Injury
LIMITS MUST APPLY “PER PROJECT”
2.) AUTOMOBILE LIABILITY INSURANCE covering all owned, non-owned and hired automobiles used in connection with the Work, with the following minimum limits. Bodily injury, including death and property damage $1,000,000.00 combined single limit per occurrence.
3.) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE
An insurance certificate will be required providing proof of coverage for work being performed prior to employees arriving on site.
Required Limits:
Statutory Employers Liability
$1,000,000 Each Accident
$1,000,000 Disease Policy Limit
$1,000,000 Disease Each Employee
4.) UMBRELLA INSURANCE
Bodily Injury and Property Damage Combined Single Limit $5,000,000/Occurrence
In any and all claims against the Contractor or any of Contractor’s Agents and Employees by any employees of the Subcontractor, anyone directly or indirectly employed by Subcontractor or anyone for whose acts Subcontractor may be liable, the indemnification obligation under the preceding Paragraphs shall not be limited any way by any limitations of the amount or type of damages, compensation or benefits payable by or for the Subcontractor under workmen’s compensation acts, disability benefits acts, or other employee benefit acts.
A Waiver of Subrogation will be granted in favor of Network One for Workers’ Compensation. Certificate evidencing coverage must also provide that the insurance will not be canceled or changed until the expiration of at least 30 days after written notice of such cancellation or change has been mailed to and received by Network One. The Recipient also agrees to the following:
To indemnify and hold harmless Network One, and employees from and against the full and entire amount of all claims arising out of or resulting from the performance of the Work caused in whole or in part by an act or omission of Subcontractor, its subcontractor, vendors, suppliers, or agents or employees of any of them or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not, or the extent to which such claim, damage loss or expense is caused in part by a party indemnified hereunder.
Such obligations shall not be constructed to negate, abridge, or otherwise reduce any other right or obligation of contribution or indemnity, which would otherwise exist as to any party or person, described in this section. In any and all claims against indemnity under this section by an employee of Subcontractor, its subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations of Subcontractors under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable under workers or workmen’s compensation acts, disability benefits act or other employees benefit acts.
The parties will be bound by the terms of this Agreement for the earlier of two years of the execution date or at the time that both parties agree in writing to terminate this Agreement.
NETWORK ONE
Siskiyou Technology Consultants
1512 S. Oregon Street
Yreka, CA 96097
877.256.2006