Confidentiality
Definition. “Confidential Information” means any information that relates to the actual or anticipated business or research and development of the Client, technical data, trade secrets or know-how, including, but not limited to, research, plans or other information regarding the Client’s products or services and markets therefor, customer or client lists (including, but not limited to, customers or partners of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement), business strategies, software, developments, inventions, processes, formulas, technology, designs, drawing, marketing, finances or other business information. Notwithstanding the foregoing, Confidential Information does not include information that (i) is known to Consultant at the time of disclosure to Consultant by the Company as evidenced by Consultant’s written records, (ii) has become publicly known and made generally available through no wrongful act of Consultant or (iii) has been rightfully received by Consultant from a third party who is authorized to make such disclosure.
Non-Use and Non-Disclosure. Consultant understands and agrees that this profile creates a relationship of confidence and trust between Consultant and the Client with respect to Confidential Information. Without the prior written authorization of the Client, Consultant will not, during or subsequent to the term of this Agreement: (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Client or (ii) disclose the Confidential Information, including the existence of this Agreement, to any third party (except as may be necessary in the ordinary course of Consultant performing the Services). Consultant further understands that Client Confidential Information shall remain the sole property of the Company and that Consultant shall obtain no title to any Company Confidential Information. Prior to disclosure when compelled by applicable law, Consultant shall provide prior written notice to the Client.
Third Party Confidential Information.
Consultant agrees that during the term of this Agreement Consultant will not improperly use, disclose to the Client, or induce the Client to use any proprietary information or trade secrets of any person or entity with which Consultant has an obligation to keep in confidence. Consultant will indemnify the Client and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of information disclosed to it by Consultant during the Consultant’s performance of Services hereunder.
Consultant recognizes that the Client has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Client’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Client and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services consistent with the Company’s agreement with such third party.
D. Non-Solicitation.
(1) Consultant agrees that during the term of this agreement and for twelve months after the termination thereof you will not directly or indirectly on your own behalf or on behalf of or in conjunction with any other person or entity, solicit or attempt to solicit any Competitive Business from any of the Company's Customers, Prospects or Vendors with whom you have had contact in connection with your relationship with the Company. For purposes of this Agreement "Customers" means any entity or person that has purchased or that purchases any products or services from the Company; "Prospects" means any entity or person that may be reasonably expected to purchase services or products from the Company and "Vendors" means any person or entity that provides goods or services to the Company as a third party or as a partner therewith. "Competitive Business" includes any product or service in or relating to image consulting, styling, wardrobe and closest planning, make-up services, and life style (including beauty, fashion, exercise and dining and travel) and event planning in and around USA and in and/or originating from Brazil.
Ownership
Assignment. Consultant agrees that all material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (collectively, “Inventions”) conceived, made or discovered by Consultant, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the current or contemplated business, research, strategy or development of the Company, or with the use of Company’s equipment, supplies, facilities, or Confidential Information, are the sole property of the Company. Consultant further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Adviser understands that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. Consultant further understands and agrees that the decision whether or not to commercialize or market any Invention is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Invention.
Excluded Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest prior to, or separate from, the Consultant’s Services with the Company, (i) Consultant shall inform the Company in writing before incorporating such proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Consultant shall not incorporate any proprietary information owned by any third party into any Invention without Company’s prior written permission.
Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for, register, obtain, maintain, defend and enforce such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions. Consultant further agrees that Consultant’s obligation under this Section 4B shall continue after the termination of this Agreement.
Attorney in Fact. Consultant agrees that if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and in Consultant’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Consultant.