Terms of Services | Orange Marketing

Terms of Services Orange Marketing Inc. (consultant)

1. Intellectual Property. Each of the parties retains all rights, title and interest in and to their processes, software, services, data, content, and documentation, all copies, all enhancements, translations, modifications, or derivations of their processes, software, services, data, content, and documentation, including any improvement or development thereof, and other materials provided, including, without limitation, any and all copyright, trade secret, patent, and other rights relating thereto. This Agreement will not assign any intellectual property rights and neither party may assert ownership of all or any part of the other party's intellectual property rights. Without limiting the generality of the foregoing, each party will continue to own all rights, title, and interest in its intellectual property, software, services, data, content, and documentation, and any Confidential Information provided or disclosed by the discloser to the recipient under this Agreement. Each party agrees not to copy, decompile, disassemble or reverse engineer any of the other party's intellectual property rights and not to use any of the other party's intellectual property rights to create any intellectual property, product, service, or technology that is based upon, developed with, derived from, uses, employs, or incorporates, any of the other party's intellectual property rights.

2. Confidentiality. Consultant acknowledges that they will have access to and learn about confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating to the Company (client) and its businesses and existing and prospective customers, suppliers and other associated third parties (collectively, the "Confidential Information"). Consultant agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the services under this Agreement. Consultant shall notify the Company immediately in the event Consultant becomes aware of any loss or disclosure of any Confidential Information.

Confidential Information shall not include information that:

(i) is or becomes generally available to the public other than through Consultant's breach of this Agreement;
(ii) is communicated to Consultant by a third party that had no confidentiality obligations with respect to such information; or
(iii) is required to be disclosed by law, including without limitation, pursuant to the terms of a court order; provided that Consultant has given the Company prior notice of such disclosure and an opportunity to contest such disclosure.

Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Consultant agrees to provide written notice of any such order to an authorized officer of the Company within 5 days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company's sole discretion. Consultant understands and acknowledges that Consultant's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Consultant first having access to such Confidential Information and shall continue until such time as such Confidential Information has become public knowledge other than as a result of the Consultant's breach of this Agreement or breach by those acting in concert with the Consultant or on Consultant's behalf.

3. Insurance. Consultant acknowledges Consultant's obligation to maintain Consultant's own active insurance coverage. The Consultant must show proof of insurance upon Company's request.

4. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in United States mail, postage prepaid, addressed to the Consultant at Orange Marketing Inc, 1024 Bayside Drive Ste 529, Newport Beach, CA 92660. Any amendments to the notice address must be sent to the other party in writing. Written approvals of changes may be done by email.

5. Choice of Law. This Agreement shall be construed under and in accordance with the laws of the State of California, without regard to its conflicts of law provisions.

6. Disputes. Any dispute between the parties under this Agreement will be resolved first by mediation in Orange County, California, U.S.A. with a mutually agreed mediator. Should a party file any arbitration claims without first attempting to resolve the matter by mediation, then such party agrees that the party will not be entitled to recover attorney's fees, even if such party would otherwise be entitled to them. If the mediation fails to resolve the dispute, the parties' sole and exclusive remedy is to resolve the dispute by binding arbitration conducted in Orange County, California, U.S.A. under Commercial Arbitration Rules of the American Arbitration Association. The prevailing party will be reimbursed for all reasonable attorney fees and arbitration costs from the losing party. The parties waive their respective rights to resolve such disputes and claims through any other means, including a jury trial, court trial or lawsuit. Any arbitration decision may be entered as a judgment in any court of competent jurisdiction. In the event of a dispute or upon the termination of this Agreement, each party agrees not to disparage the other or its business reputation in any way.

7. Publicity. You grant us the right to add your name and company logo to our customer list and website, unless you, in your sole discretion, direct us not to do so.

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Terms of Services Orange Marketing Inc. (consultant)

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