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TDH Strategies Agreement
May 25, 2009
This agreement is made between FD Element (“FDE”) and TDH
Strategies ("TDH”).
In consideration of the mutual promises and consideration set forth,
the parties agree as follows:
1. Services Provided
TDH will work on a conversation mining project for FDE.
2. Compensation and Expenses
FDE will pay TDH a rate of $50/hr +GST.
3. Terms and Termination
a) This Agreement will be in effect as of May 25" 2008 and will end
upon the consent of both parties or upon the completion of the
project as determined by FDE.
b) On expiration or termination of the Agreement, you shall
promptly: cease using any name or trademark or any
information relating to or discussed in this Agreement; and turn
over to FDE all files, data, work products, designs, materials,
and information relating to the development, implementation,
and performance of the Agreement.
c) Payment will be made net 30 days upon completion of the work
product.
4. Ownership and Confidentiality
a) FDE is the sole and exclusive owner of its source documents and
any confidential or proprietary information provided to you
under this Agreement. All records and materials relating to this
Agreement and/or to the business of FDE, or developed, used or
provided under this Agreement shall at all times remain the
exclusive property of FDE, may only be used as provided
Get there first with Element.pursuant to the Agreement, and shall be delivered to FDE upon
its request.
b) TDH acknowledges and agrees that all work performed and
material created under this Agreement, including all
contributions of its employees, agents, representatives and
contractors to such materials, shall constitute a work made-for-
hire, and that FDE shall be deemed the “Author” of such works
and materials for all purposes under the Copyright Act. FDE shall
own all rights in the works and materials including without
limitation the right to transfer or license any of its right and to
prepare derivative works based upon the materials. To the
extent that the work or materials may be ineligible for work
made-for-hire status, TDH assigns to FDE all right, title and
interest to the copyright and all other tangible and intangible
property or ownership rights (including all renewals and
extensions) relating to all materials created by or for FDE
pursuant to or in the performance of this Agreement. At FDE’s
request, TDH agrees to execute all necessary or appropriate
documents and take all other reasonable steps to documents or
formalize such rights in these materials. TDH waives any “moral
right” TDH may have in respect to the works.
c) TDH shall not divulge the contents of any data, reports, records,
information, work product, materials, and designs produced
under this Agreement or provided to TDH by FDE in connection
with this Agreement to any third party without the prior written
approval of FDE.
5. Non-Competition
a) Without in anyway limiting the forgoing, TDH agrees not to
share, directly or indirectly, any confidential information and
trade secrets obtained from FDE with any individual, company,
agency or institute in direct conflict with the mission of FDE.
b) TDH acknowledges that the restrictions and limitations contained
in this agreement are reasonable as to scope and duration and
are necessary to protect FDE’s confidential information and trade
secrets and to preserve for the organization its reasons for and
competitive advantages derived from maintaining the
confidentiality and secrecy of this information.
Got there first with Element.6. Miscellaneous
a) TDH is not an employee of FDE. Accordingly TDH is responsible
for payment of all taxes and business license fees arising out of
TDH’s activities under this Agreement and is not entitled to any
FDE employee benefits. This Agreement does not in any way
make the parties partners or joint venturers or principal and
agent. TDH shall not represent him/herself as an agent of FDE
or act in any other manner inconsistent with his relationship to
FDE without the express prior approval of FDE.
b) Assignment and Subcontracts. Neither party may assign any
rights or delegate any duties under this Agreement without the
express prior written consent of the other party. TDH shall not
subcontract any of the services to be provided under this
Agreement without the express prior written approval of FDE.
¢) All source files must be returned to FDE.
FDE
Date
TDH Strategies
Date
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