Sagetap Expert Consultant Confidentiality Agreement
Updated March 4th, 2019
THIS SAGETAP EXPERT CONSULTANT CONFIDENTIALITY AGREEMENT (“AGREEMENT”) IS BETWEEN YOU AND SAGETAP, INC. (“SAGETAP”) REGARDING YOUR MEMBERSHIP IN THE SAGETAP EXPERT CONSULTANT NETWORK (THE “NETWORK”). YOU MUST AGREE TO ABIDE BY THE TERMS OF THIS AGREEMENT IN ORDER TO PARTICIPATE IN THE NETWORK. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CHECKING THE “I AGREE” BOX. BY CHECKING THE “I AGREE” BOX, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CHECK THE “I AGREE” BOX.
Sagetap has created a network of professionals with expertise in wide range of information technology services (“Information Technologies”) that provide consulting services to Sagetap and/or its clients (collectively, "Clients,"). These consulting services may include one-on-one phone consultations, face-to-face meetings, group conference calls, research reports, surveys, web-based conferences, or other forms consulting (“Consulting Services”).
1. Network Participation
You may participate in the Network only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you have obtained all necessary approvals. By joining the Network, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals. Your participation in the Network is in your personal capacity and not on behalf of any other entity.
2. Terms of Engagement
You may accept or decline any offer to provide Consulting Services in your sole discretion, provided, however, you must agree to the following:
You will not perform any Consulting Services that presents a conflict of interest.
You will only accept Consulting Services that relate to Information Technologies that you currently utilize, or have recently utilized, and that you have product mastery over.
You will not participate in any Consulting Services that are about any company for which you are an employee, director, officer or trustee.
If you are employed by a government (local, state, federal, or foreign), you agree not to participate in any Consulting Services about any industries or entities regulated by your employer.
You will not participate in any Consulting Services with any competitors of any company for which you are an employee, director, officer or trustee.
You further agree not to provide any investment advice to Sagetap or its Clients, including, without limitation, any ratings or securities recommendations. While participating in Consulting Services, you must not provide any "professional" advice (e.g., legal, medical, or accounting advice).
You will abide with all applicable laws, rules and regulations, and any contractual relationships or fiduciary duties that are binding on you.
You agree that you will not provide any false or misleading information of any kind to Sagetap or its Clients.
While providing Consulting Services, you must not disclose any confidential information, including, for example, any material non-public and proprietary information, commercial secrets, and any information covered by any nondisclosure agreement(s) to which you are a party, regardless of its source (i.e., present or previous employment relationships, directorships, engagements, nondisclosure agreement, etc.)
3. Engagement Order
As a part of every Client engagement You and Sagetap will enter into an Engagement Order that will include important information regarding the corresponding Client engagement, including the expected duration of the engagement and compensation details.
You or Sagetap may terminate this Agreement without cause upon 30 days’ written notice. In the event of termination pursuant to this clause, Sagetap shall pay you on a pro-rata basis any fees then due and payable for any Consulting Services completed up to and including the date of such termination.
5. Independent Contractor
You acknowledge and agree that you will participate in the Network as an independent contractor of Sagetap and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made by Sagetap to you. Except as expressly agreed in writing, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of Sagetap or to make any representation or warranty on behalf of Sagetap or any Client. Your participation in the Network does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and Sagetap or any Client.
6. Intellectual Property Rights
Sagetap is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Consulting Services performed under this Agreement, including but not limited to all writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Consulting Services (collectively "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. You agree that the Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for Sagetap and all copyrights therein automatically and immediately vest in Sagetap. If, for any reason, any Work Product does not constitute "work made for hire," you hereby irrevocably assign to Sagetap, for no additional consideration, your entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
To the extent any copyrights are assigned under this section, you hereby irrevocably waive in favor of Sagetap, to the extent permitted by applicable Law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply.
7. Proprietary Information
You acknowledge that you will have access to information that is treated as confidential and proprietary by Sagetap and its Clients including without limitation, the existence and terms of this Agreement, trade secrets, and information pertaining to business operations and strategies, pricing, marketing, and finances, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that you develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree 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 Sagetap in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Consulting Services. You shall notify Sagetap immediately in the event you become aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that:
(a)is or becomes generally available to the public other than through your breach of this Agreement; or
(b)is communicated to you by a third party that had no confidentiality obligations with respect to such information.
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.
8. Your Information
To register in our Network, you are required to provide us with certain personal information about yourself (“Personal Information”). You will provide Sagetap with accurate current and historical Personal Information (as defined herein) regarding your education, experience, employment and any contractual or other obligations you may be subject to, and you agree to update this information in a timely manner with Sagetap in the event this information changes, and to ensure that we match your expertise to the needs of Clients and for other business purposes. Sagetap will not sell your information to a third-party marketer.
You agree that Sagetap can use your Personal Information to contact you (by phone, email or otherwise) about Consulting Services opportunities, and that Sagetap may disclose such Personal Information to Clients. Additionally, Sagetap reserves the right to use your Personal Information for the purposes of, among other things, confirming employment and academic information and performing background checks (including through the use of third parties). Sagetap will have the right to utilize and publish, in whole or in part, information you provide during and after the registration process in its marketing materials, whether contained on its website or elsewhere.
You shall defend, indemnify, and hold harmless Sagetap and its Clients and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:
(a)bodily injury, death of any person, or damage to real or tangible, personal property resulting from your acts or omissions; and
(b)your breach of any representation, warranty, or obligation under this Agreement.
Sagetap may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
10. Limitation of Liability
IN NO EVENT SHALL SAGETAP BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM OR RELATING TO YOUR PARTICIPATION IN THE NETWORK, ANY CONSULTING SERVICES YOU PROVIDE, OR THE BUSINESS OPERATIONS OF SAGETAP INCLUDING WITHOUT LIMITATION FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SAGETAP WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTIONS. SAGETAP SHALL HAVE NO OBLIGATION TO DEFEND YOU, PROVIDE YOU WITH LEGAL COUNSEL, OR PAY LEGAL COSTS AND EXPENSES ON YOUR BEHALF.
You acknowledge that Sagetap's Clients are a valuable business asset to Sagetap. Written approval from Sagetap is required before you offer employment or an engagement for the services of, or otherwise hire, engage the services of, solicit from or propose any employment relationship to any Client to whom we have introduced you under this Agreement, and for a period of six months following the most recent Consulting Services with that Client.
This Agreement may be executed in one or more counterparts (including fax or email), each of which shall be deemed an original but all of which taken together shall be deemed one and the same instrument.
13. No Waiver
The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and the other provisions of this Agreement remain in full force and effect.
15. No Assignment
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without the consent of the other party to an affiliate directly or directly controlling, controlled by, or under direct or indirect common control of such party or in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by You and/or Sagetap in an Engagement Order, or to such other address as either party shall give by notice to the other party. Alternatively, the parties may, at their election, utilize email as the method of delivery of any such notice to be provided hereunder. Any such notices sent by email shall be delivered to the email addresses set forth in an Engagement Order, or such other email address as designed by a party during the term. Notices shall be deemed effective when delivered to the applicable address, unless any such notice is sent by email, in which event, notice shall be deemed effective upon confirmation of delivery by a “read receipt” or other such notice generated by the applicable email system, but in any event, by reply of the recipient of such notice.
You and Sagetap agree that any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement shall be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction, and that the seat of arbitration shall be in the State of California. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that You and Sagetap are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
18. Entire Agreement.
This Agreement is the entire agreement between You and Sagetap relating to your participation in the Network and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties.