Work-for-Hire Agreement

Agreement between ANGRY DOG (“Company”) and Fulfillment Signup (“Fulfillment Partner”)

WHEREAS Fulfillment Partner has agreed to provide services to Company AND the parties have agreed and do hereby agree that the terms of such agreement be put into writing NOW THEREFORE the parties agree to be bound by the following terms and conditions.

1. Term

This agreement will commence on the 1st Day upon Signup and remain in effect until 1 year from date of original Signup, or until cancelled by either party in writing.

2. Services

The Fulfillment Partner will perform specific services for Company’s clients, as specified by packages and/or services purchased by Company’s customer(s), and by Company from time to time per Company’s policies and procedures.

3. Fees

Fees payable by Company to the Fulfillment Partner will be as specified in Appendix B. Fulfillment Partner will submit to Company invoices for fees payable on a schedule to be agreed upon by both parties. Company will pay each invoice on a NET 30 basis.

4. Location

Fulfillment Partner will provide remote and onsite services for Company’s clients and will be required to attend training, meetings and or events at locations specified by Company from time to time.

5. Gifts or Commissions

Fulfillment Partner will not accept any gift, commission or other financial benefit or inducement from any person whatsoever and in whatever way connected directly or indirectly to the delivery of services to Company or Company’s clients, and will provide Company with full details of any such gift, commission, benefit or inducement which may be offered.

6. Indemnity

Fulfillment Partner indemnifies Company against professional loss, damage, costs and expenses which Company may incur as a consequence of any act, omission, negligence or default of Fulfillment Partner in connection with or in performance of services to Company and Company’s clients.

7. Ownership

Fulfillment Partner will not claim or obtain rights in any data, materials, and systems or processes utilized or provided by Company in connection with this agreement.  At the request and expense of Company, Fulfillment Partner will do all such things and sign all documents or instruments reasonably necessary in the opinion of Company to enable Company to obtain, defend and enforce its rights in any such data, materials, systems or processes.  Upon request, Fulfillment Partner agrees to promptly deliver to Company copies of such data, materials, systems or processes that may be in the possession, custody or control of the Fulfillment Partner.

All Intellectual Property rights in and to any software, documentation, drawings, data, information, databases, processes or products created or produced by Fulfillment Partner in performing services under this agreement will be the property of Company.  Fulfillment Partner hereby assigns to Company absolutely its whole right, title and interest, present and future in and to such Intellectual Property rights free from all liens, charges and encumbrances. Fulfillment Partner will provide Company with all information which Company may reasonably request for the purpose of allowing Company to fully exercise its proprietary rights in any jurisdiction.

The provisions and requirements of this clause will survive the expiration or termination of this Agreement.

8. Confidentiality and Non-Disclosure        
                                                                                                                                          
Fulfillment Partner recognizes that Company has and will have information regarding the following:

  • Inventions
  • Products
  • Product design
  • Processes
  • Technical matters
  • Trade secrets
  • Copyrights
  • Customer lists
  • Prices
  • Costs
  • Discounts
  • Business affairs
  • Future plans
  • Marketing plans and methods
  • Communications
  • Meetings
  • Conversations
  • Training
  • Emails
  • Faxes
  • Documents
  • Wage and compensation information
  • Disciplinary actions
  • Policies

and other vital information items (collectively, “Information”) which are valuable, special and unique assets of Company .  Fulfillment Partner agrees that Fulfillment Partner will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any information to any third party without the prior written consent of Company.  Fulfillment Partner will protect the Information and treat it as strictly confidential.  A violation by Fulfillment Partner of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

The confidentiality provisions of this agreement shall remain in full force and effect for a 1 year period after the termination of this agreement.

9. Non-Compete

Fulfillment Partner recognizes that the various items of Information are special and unique assets of Company and need to be protected from improper disclosure.  In consideration of the disclosure of the Information to Fulfillment Partner, Fulfillment Partner agrees and covenants that for a period of 1 year following the termination of this Agreement, whether such termination is voluntary or involuntary, Fulfillment Partner will not compete directly or indirectly with Company.  The term “not compete” shall mean that the Fulfillment Partner shall not, on Fulfillment Partner’s behalf or on behalf of any other party, solicit or seek the business of any customer or account of Company existing during the term of this agreement and wherein said solicitation involves a product and/or service substantially similar to or competitive with any present our future product and/or service of Company.  Directly or indirectly engaging in any competitive business practices with Company’s existing clients includes, but is not limited to:

  • Engaging in a business as owner, partner, or agent
  • Becoming a Contractor, Consultant or Fulfillment Partner or employee of any third party that is engaged in such business
  • Becoming interested directly or indirectly in any such business
  • Soliciting any customer of Company for the benefit of a third party that is engaged in such business 
     

Fulfillment Partner agrees that this non?compete provision will not adversely affect Fulfillment Partner’s livelihood.

10. Offers of Employment

Fulfillment Partner will not make any approach to any member of staff of Company or Company’s clients, nor will the Fulfillment Partner offer employment to any Company employees or contractors or Company’s clients’ employees or contractors either during this agreement or for a period of one year from the termination of the agreement.

11. Relationship

The Fulfillment Partner is an independent contractor and will not have any right or power to bind Company to any obligation.

Fulfillment Partner is retained or engaged by Company only for the purposes and to the extent set forth in this agreement. Fulfillment Partner’s relation to Company will, during the period or periods of this agreement, be that of an independent contractor and as such Fulfillment Partner will be free to dispose of such portion of its time, energy and skill when the Fulfillment Partner is not obligated under this agreement in such a manner as Fulfillment Partner sees fit.

This agreement will not establish a joint venture, agency or partnership between Company and Fulfillment Partner.

Fulfillment Partner will not be considered under this Agreement or otherwise or in any way as having the status of employee or being entitled to participate in any plans, schemes, arrangements or distributions by Company pertaining to or in connection with any person, stock, bonus, profit sharing or other benefits provided ordinarily by Company to its employees.

12. Publicity

Fulfillment Partner will not advertise this agreement or any of the terms of this agreement without the prior written consent of Company.

13. Termination

This agreement may be terminated immediately by either party by giving notice in writing of its intention to terminate to the other party.

Upon termination of this agreement Fulfillment Partner will promptly return to Company all property which is Company’s property or related to Company’s business (including keys, records, notes, data, memoranda, models, and equipment) that is in Fulfillment Partner’s possession or under Fulfillment Partner’s control.  Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Fulfillment Partner.

14. Applicable Law

This Agreement shall be governed by the laws of the State of Georgia.

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