This agreement is entered into as of the date of electronic receipt of this application (the "Effective Date") by and between Clique Brands, Inc.(the "Company"), and the undersigned individual ("Member").
In consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and between the parties as follows:
- Membership Acknowledgment. If and when the Company accepts Member to their program, the Member and any contributions of writing or services from the Member will be subject to all of the terms of this Agreement.
- Confidential Information. Member shall at all times during the term of Member's membership with the Company and thereafter, hold in strictest confidence, and not use, except for the benefit of the Company, or disclose to any person, firm or corporation without written authorization of the Board, any Confidential Information of the Company. As used herein, "Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, investors, business partners, customer lists and customers (including, but not limited to, those of the Company on whom Member has called or with whom Member became acquainted during the term of Member’s membership), markets, technology, developments, inventions, processes, methods of operation, formulas, designs, drawings, engineering, marketing, finances or other business information disclosed to Member by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. "Confidential Information” does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of Member or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
- Works and Work Product. Member may choose to submit as part of their membership under this agreement text, photographs, designs, specifications, drawings, and other works of authorship or art to Company, collectively referred to herein as the “Work Product”. The Work Product shall include all copies of the work fixed in any medium, and all of their underlying intellectual property. Member agrees that the Company is not required to use the Work Product Member submits.
(a) Assignment of Work Product. Member shall assign to the Company all of Member's right, title, and interest in and to the Work Product, including any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, methods, processes, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Member may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Term (defined below). Member hereby acknowledges that all original works of authorship that are made by Member (solely or jointly with others) within the scope of and during the period of Member's membership with the Company are together with all related intellectual property rights of any sort anywhere in the world, the sole property of the Company. Member hereby understands and agrees that the decision whether or not to commercialize or market any Work Product developed by Member solely or jointly with others is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to Member as a result of the Company's efforts to commercialize or market any such work product.
(b) Waiver of Moral Rights. To the extent allowed by law, Section 3(a) and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). Furthermore, Member agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Member’s name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, Member hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto.
- No Offer of Employment or Compensation. By agreeing to these terms and conditions, Member agrees to and acknowledge the terms of this membership, including that the membership is unpaid, that Member is not an employee of the Company, that Member is not entitled to any Company benefits, and that Member will not be entitled to a job with the Company during the duration of nor upon completion of the membership.
- Term and Termination of Relationship. This agreement shall expire after one (1) year from commencement date (the “Term”) and automatically extend for one year terms thereafter provided that any party to the agreement may terminate with or without cause during the Term with thirty (30) days prior written notice.
- Company Policies. From time to time Member will be advised of certain Member policies, including such policies as may from time to time be set forth in a Member Handbook or similar document. As a condition of membership, Member agrees to comply with such policies.
- Arbitration. Both parties agree that any dispute arising with respect to Member’s membership and the termination of the membership shall be conclusively settled by final and binding arbitration.
- Right to Advice of Counsel. Member acknowledges that Member has had the right to consult with counsel and is fully aware of Member’s rights and obligations under this Agreement.
(a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company," shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.
(b) Member’s Successors. Without the written consent of the Company, Member shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Member hereunder shall inure to the benefit of, and be enforceable by, Member’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
- Notice Clause. Any notice hereby required or permitted to be given shall be sufficiently given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such party or such other address as shall have been designated by written notice by such party to the other party. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.
- Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of this Agreement.
- Entirety of Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
- Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the state of California.