Service Agreement

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Role
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Agreement
This agreement is between Imancipate LLC; will also be referred to as "Imancipate") and [eid field="1.3" /] [eid field="1.6" /] (shall be also referred to as "[eid field="1.3" /]," or "[eid field="1.3" /] [eid field="1.6" /] " or "[eid tag="{Title:4}" /]”. <h2><strong>Description Of Services</strong></h2> [eid field="1.3" /] [eid field="1.6" /] has an interest in [eid tag="{Description Of Services:6}" /] <h3><strong>Deliverables</strong></h3> [eid tag="{Deliverables:7}" /] Imancipate desires to have services provided by [eid field="1.3" /] and is committed to helping [eid field="1.3" /] succeed in this role. Therefore, the parties agree as follows: <h2><strong>Relationship Between Parties</strong></h2> At no point will the [eid tag="{Title:4}" /] be considered to be an employee, nor will the [eid tag="{Title:4}" /] hold themselves out to be an employee, of Imancipate or of the supervisor to whom the [eid tag="{Title:4}" /] reports. The [eid tag="{Title:4}" /] acknowledges that the assigned duties are those that would not otherwise be conducted by a paid employee. The [eid tag="{Title:4}" /] agrees that any services do not constitute a guarantee or promise of future employment, nor do they entitle the [eid tag="{Title:4}" /] to greater consideration for any future opportunities be they paid or voluntary. <h2><strong>Representations and Warranties</strong></h2> For all works submitted to Imancipate, [eid tag="{Title:4}" /] represents and warrants that it 1) will not ben obtained by unlawful means; 2) will not violate any copyright or other right of any third party 3) will not be owned in part or in whole by any third party. <h2><strong>Compensation</strong></h2> [eid tag="{Compensation:8}" /] <h2><strong>Term</strong></h2> [eid tag="{Term:10}" /] <h2><strong>Confidentiality</strong></h2> [eid field="1.3" /] acknowledges and agrees that all information and contents related to their role, including without limitation, writings, work product, audio recordings, videos, notes and diagrams, and pictures produced to complete service is of great value to Imancipate (“Confidential Information”). [eid field="1.3" /] agrees not to use, in any manner, proprietary information and shall not disclose or communiciate it to any third party either during or after the term of this Agreement, any confidential information of Imancipate or any of its members, including but not limited to: <ul> <li> Operations; passwords and login information to email accounts, web pages, phone systems, ticket systems, chat systems of Company or its customers.</li> <li> Imancipate’s marketing strategies, pricing structures, services, products, accounts, sales, designs and architectures, operations, financial information, or any other information of any kind that would be deemed confidential or proprietary information of Imancipate.</li> <li>Personal details of Imancipate’s users, officers, contractors.</li> <li>Any current and future business plans discussed.</li> <li>Business operations whether learned of it through internal or external sources.</li> </ul> [eid field="1.3" /] shall not use such information for their benefits or that of any third parties at the expense of Imancipate and will treat the Information as strictly confidential. To the extent [eid tag="{Title:4}" /] feels they need to disclose confidential information, they may do so only after being authorized to so do in writing by Imancipate or as otherwise required by law. If any of the forgoing Confidential Information has been endangered [eid tag="{Title:4}" /] shall immediately notify Imancipate of the same. <h2><strong>Ownership Rights</strong></h2> Any and all deliverables arising from the Services, including but not limited to any documents, workout plans, videos, software or Web site code, photographs, graphic designs, logos, marketing and sales materials, reports, decks, presentations, strategies and ideas, or any other services or deliverables commissioned by Imancipate from [eid tag="{Title:4}" /], shall be deemed to be works for hire and shall be the sole and exclusive property of Company to distribute, sell, create derivate works, or otherwise use for any purpose whatsoever, including but not limited to any and all commercial purposes, without credit or payment of royalties therefor to [eid tag="{Title:4}" /]. [eid tag="{Title:4}" /] may not, at any time, copy any deliverable or other confidential information to a third-party tool, including but not limited to Microsoft Word, Microsoft Excel, Google Documents, and/or an external hard drive or flash drive unless directed to do so by Company, in writing. Except as provided to perform the Services, [eid tag="{Title:4}" /] may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may [eid tag="{Title:4}" /] infringe upon any of the copyrights or other intellectual property rights contained in the Materials. <h2><strong>Termination</strong></h2> [eid tag="{Title:4}" /] agrees that Imancipate may terminate this Agreement at any time without notice or any further payment if they are in breach of any of the terms of this Agreement or they fail to perform where such failure to perform is substantial or otherwise defeats the purpose of the Agreement. In the event of termination, Imancipate shall pay [eid tag="{Title:4}" /] for all work completed until Project Milestone. <strong><h2>Warranty And Disclaimer</h2></strong> [eid tag="{Title:4}" /] warrants that the Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. <h2><strong>Return of Records</strong></h2> Upon termination of this Agreement, [eid tag="{Title:4}" /] shall deliver all records, notes, data, memoranda, models and equipment of any nature that are in [eid tag="{Title:4}" /]'s possession or under [eid tag="{Title:4}" /]'s control and that are Imancipate's property or relate to Imancipate's business. <h2><strong>Severability </strong></h2> If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. <h2><strong>Arbitration </strong></h2> The two parties shall consult with each other and mediate any disputes, which may arise about the contract. If all attempts fail, the two parties can appeal to a trusted Islamic scholar or Islamic judge whom both parties respect and agree to. <h2><strong>Applicable Law</strong></h2> The validity, construction and performance of this agreement shall be governed by and interpreted in accordance with the laws and customs of the state of California of the United States of America. <h2><strong>Integration</strong></h2> This agreement sets forth the entire agreement and understanding between the parties as to the subject matter for this agreement and merges and supersedes all prior discussions, agreements and understandings of any and every nature between the parties.
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