1. Relationship of Parties.  The parties agree that, in performing this Agreement, Scopeclarity is acting as an independent contractor. Scopeclarity assumes no liability or responsibility for Customer’s obligations in respect to any other person.  Nothing in this Agreement will be construed to make Scopeclarity a partner, joint venturer or employee of any other party.  Nothing in this Agreement will be construed to make Scopeclarity responsible for complying with any disclosure, reporting or other requirement of Customer’s business or operations.

  1. Standard of Services. All Services to be provided by Scopeclarity shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency generally accepted in industry. The Customer shall provide such access to its information, property and personnel as may be reasonably required in order to permit Scopeclarity to perform the Services. Scopeclarity shall provide Scopeclarity’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.

  1. Work Product and License.

  1. Defined. In this Agreement the term "Work Product" shall mean all work product generated by Scopeclarity solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.

  1. Ownership. Scopeclarity agrees to assign and does hereby assign to Customer all right, title and interest in and to the Work Product. All Work Product shall be the sole and exclusive property of the Customer and Scopeclarity will not have any rights of any kind whatsoever in such Work Product. Scopeclarity agrees, at the request and cost of Customery, to promptly sign, execute, make and do all such deeds, documents, acts and things as Customer may reasonably require or desire to perfect Customer's entire right, title, and interest in and to any Work Product. Scopeclarity will not make any use of any of the Work Product in any manner whatsoever without the Customer’s prior written consent. All Work Product shall be promptly communicated to Customer.

  1. License. In the event that Scopeclarity integrates any work that was previously created by the Scopeclarity into any Work Product, the Scopeclarity shall grant to, and Customer is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Customer deems appropriate. Scopeclarity warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party.


  1. Confidential Information. Confidentiality.
  1. General. Each party agrees to hold the confidential information of the other party in strictest confidence and not to copy, reproduce, distribute, publish or disclose such confidential information to any person except as expressly permitted by this Agreement.  The obligation of the parties under this provision will continue in effect as to any confidential information for the longer of two (2) years following the termination of this Agreement or as long as such information is not generally known to the public.

  1. Definitions. “Receiving Party” shall mean party receiving Confidential Information. “Disclosing Party” shall mean party providing Confidential Information. In this Agreement the term “Confidential Information” shall mean the Work Product and any and all information relating to parties’ business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by parties either directly or indirectly in writing, orally or visually, to other party. Confidential Information does not include information which (i) is in or comes into the public domain without breach of this Agreement by the Receiving Party, (ii) was in the possession of the Receiving Party prior to receipt from the disclosing party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidentiality or non-use, (iii) is acquired by the Receiving Party from a third party not under an obligation of confidentiality or non-use to the Disclosing Party, or (iv) is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party.

  1. Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Disclosing Party, Receiving Party will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. Receiving Party party may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Receiving Party shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

  1. Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon Disclosing Party’s earlier request, Receiving Party will deliver to Disclosing Party all of Disclosing Party’s property or Confidential Information in tangible form that Receiving Party may have in its possession or control. The Receiving Party may retain one copy of the Confidential Information in its legal files.


  1. Interference with Business

  1. Other Engagements / No exclusivity. During the Term, Scopeclarity may, without the prior written consent of Customer, enter into any other agreements or engage into any business without any restrictions whatsoever, except as stated in Section 7.2 of this Agreement.

  1. Non-Competition. During the term of this Agreement, Scopeclarity will not engage in business directly competitive with the business activities of the Customer without obtaining the prior written consent of the Customer. Notwithstanding anything to the contrary in this Agreement, Scopeclarity may provide its services to direct competition of Customer without obtaining its prior written consent.

  1. Non-Solicitation. Customer agrees that for a period  two (2) year after termination of this Agreement, Customer shall not: (i) divert or attempt to divert from the Scopeclarity any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or (ii) employ, solicit for employment, or recommend for employment any person employed by the Scopeclarity, during the Term of this Agreement and for a period of two (2) year thereafter. If Customer employ any of Scopeclarity employees, in violation of the terms of this Agreement, Customer shall compensate Scopeclarity in the amount equal to six (6) month worth of such employees hourly billing rate as determined by Scopeclarity in its sole discretion within thirty (30) days from the day of engagement of such employee my.


  1. Remedies. Both parties to this Agreement acknowledge that the actual or threatened disclosure of confidential information or any breach of the provisions of paragraph 6 of this Agreement may give rise to irreparable injury to non-breaching party that cannot be adequately compensated with monetary damages, and breaching party agrees that non-breaching party may seek and obtain injunctive relief against the breach or threatened breach of any of the aforementioned paragraphs or specific enforcement of such provisions in addition to any other legal or equitable remedies that may be available.

  1. Indemnification.

  1. Indemnification by Customer.  Customer will indemnify, defend and hold harmless Scopeclarity and its affiliates, officers, directors, employees, contractor, vendors, suppliers, agents, successors and assigns (“Scopeclarity Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, Scopeclarity’s reasonable attorneys’ fees and other costs of defense, arising from or relating to (a) your breach of any terms of this Agreement; and (b) personal bodily injuries, including death, resulting from the gross negligence and/or reckless conduct in providing or delivering medical treatment, advice or other services by you, or any employee, agent, principal, shareholder, officer or director, to any person.  In no event will Customer be liable to Scopeclarity or any Scopeclarity Indemnified Party for any damages caused by the acts or omissions of Scopeclarity or any Scopeclarity Indemnified Party.

  1. Notice. Right to defend. The party seeking indemnification (“Indemnitee”) must provide the other party (“Indemnifying Party”) prompt written notice of any knowledge it may have of such an infringement or other indemnity claim, and the Indemnitee must reasonably cooperate in the defense and settlement of any such claim.  The Indemnifying Party will have the right to control the defense, negotiation and settlement of any such claim and the Indemnifying Party must pay all damages and costs awarded by a court of competent jurisdiction against you arising out of such claim or the amount of any settlement to which the Indemnifying Party may agree.

  1. Termination.


  1. Termination for Cause.  Either party has the right to terminate this Agreement in the event of a material breach of this Agreement by the other party; provided, however, that the non-breaching party must provide to the allegedly breaching party thirty (30) calendar days’ written notice of its intent to terminate this Agreement due to a breach, and the allegedly breaching party will have thirty (30) calendar days in which to cure the alleged breach before termination of this Agreement is effective.  Non-payment of undisputed invoices or other amounts due to Scopeclarity is a material breach of this Agreement.

  1. Effect of Termination.  It is understood and agreed that termination or expiration of this Agreement will not relieve either party of any obligations under this Agreement that by their terms continue after the date of termination or expiration.  Further, upon the termination or expiration of this Agreement each party will make payment to the other party of all fees or amounts due and payable at the time of such expiration or termination.  

  1. Payment Terms.
  1. Payment Method.  Scopeclarity will invoice you for amounts owed under this Agreement, and all such invoices must be paid within fifteen (15) calendar days of the invoice date.
  2. Payment Disputes of Invoices.  Should Customer dispute an invoice or amount, Customer must provide written notice to Scopeclarity, with a detailed description of any disputed items and amounts as well as the nature of the dispute, within fifteen (15) calendar days of the invoice date, otherwise Customer forfeit its right to dispute the applicable invoice.
  3. Delinquent Payment of Invoices.  If any undisputed amounts are not timely paid, Scopeclarity reserves the right to charge Customer  a late fee of one and one-half percent (1.5%) per month on any undisputed and unpaid balances.
  4. Effects of Default.  If any undisputed amounts remain unpaid, Scopeclarity reserves the right to issue Customer with a written Notice of Default.  This Notice of Default will provide Customer with a period of time in which to cure the default.  If Customer fails to timely cure the default, Scopeclarity may at any time thereafter discontinue any Services with or without further notice to Customer, until Customer’s account is brought to a current status.
  5. Collections.

  1. Notices. Whenever notice is to be served hereunder, service shall be given under this Agreement in writing to the address set forth on the first page of this Agreement. Service shall be by (i) hand delivery, and deemed received upon delivery, (ii) first class certified mail, return-receipt request, postage prepaid, and deemed received five (5) business days after being so mailed, or (iii) a reputable overnight delivery service, postage or delivery charges prepaid, and deemed received three (3) business days after being so sent. Any party may change its address for notice and the address to which copies must be sent by giving notice of the new address to the other party pursuant to this paragraph.

  1. Further Assurances. From time to time, each party hereto shall execute and deliver such instruments as may be reasonably necessary to carry out the purposes and intent of this Agreement, including, without limitation, verification of tax identification number.

  1. Governing Law. This Agreement shall be governed by the internal laws of California, without reference to its rules regarding conflicts of law. Any dispute arising out of this Agreement will be submitted to a state or federal court sitting in San Francisco, California, which will have the exclusive jurisdiction regarding the dispute and to whose jurisdiction the parties irrevocably submit.

  1. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of executed signature pages to this Agreement may be by any electronic means that faithfully reproduces the original with the same effect as if a manually signed original were personally delivered.

  1.  Amendment. No modification or amendment of this Agreement shall be effective unless made in writing and signed by both Scopeclarity and Customer.

  1. Assignment. Customer shall not assign any of its rights, obligations or privileges (by operation of law or otherwise) under this Agreement without the prior written consent of Scopeclarity, which will not be unreasonably withheld.  Scopeclarity may assign its rights, obligations, and privileges under this Agreement at Scopeclarity’s sole discretion, with notice to you.  The Agreement will be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors, and assigns, as permitted by this Agreement.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties to this Agreement, or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

  1.  No Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

  1. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be found to be invalid, void, or unenforceable, the remaining provisions of this Agreement and any application thereof shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

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