These are the Terms and Conditions that are to be agreed on by the Writer and Done by Friday effective upon the Writer's acceptance of an assignment.
On the extension of an offer to contract for an assignment and the Writer's acceptance, the Writer agrees to deliver the Writer Services in accordance with the following agreements (collectively, the "Writer Terms and Conditions"):
Responsibilities and performance:
The Writer agrees, during the term of the Writer Contract, not to enter into a Contract or accept an obligation that is inconsistent or incompatible with the Writer's obligations under the Writer Contract. The Writer further agrees not to disclose to, deliver to, or induce DBF to use any confidential information that belongs to anyone other than DBF or the Writer.
During the term of the Writer Contract, and for a period of one year immediately thereafter, the Writer agrees not to solicit any client of DBF either directly or on behalf of any other business enterprise.
For a period of one year following the termination of the Writer Contract, the Writer shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the clients of DBF or any other information pertaining to them.
The Writer shall not call on, solicit, take away, or attempt to call on, solicit, or take away any client of DBF on whom the Writer has called or with whom the Writer has became acquainted with during the term of the Writer Contract, as the direct or indirect result of the relationship with DBF.
The Writer agrees that during the term of the Writer Contract and after, except as expressly authorised in writing by DBF, the Writer:
(a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Writer Contract; and (b) will not disclose or publish any Confidential Information to any third party without first obtaining DBF's express written consent on a case-by-case basis.
Confidential Information means all information related to DBF and/or the client of DBF’s business and its actual or anticipated research and development or related to a Submission delivered or agreed to be delivered from the Writer to DBF, including:
(i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;
(ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and
(iii) information designated by DBF, either in writing or orally, as Confidential Information. It is understood that the Writer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Writer Contract, and the Writer's own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to the Writer prior to DBF's disclosure or that becomes publicly available through no fault of the Writer.
The Writer hereby represents and warrants that the submission will be an original work of the Writer.
The Writer will defend, indemnify, and hold harmless DBF, its affiliates, licensees (in particular, any clients that contracted DBF for the Assignment concerning the Submission at issue), directors, employees, agents and advisors against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against DBF.
Either party may terminate the Writer Contract in connection with an assignment immediately in the event that the other party has breached the Writer Contract and fails to cure it within twenty days of receipt of written notice sent by the non-breaching party, setting out in reasonable detail the nature of the breach.
DBF may also terminate the Writer Contract immediately in its sole discretion in the event of an assigned Writer's breach of the sections titled "Ownership of assignment and Intellectual Property" and "Confidential Information."
Except for a violation involving confidential information, in no event shall either the Writer or DBF be liable to the other for any special, indirect, consequential, incidental or punitive damages pursuant to the Writer Contract, including, loss of profits, loss of business opportunities or loss of goodwill, even if advised of the possibility of such damages.
How to Bill for Services Using the Payment Service:
Upon acceptance of the Writer's final submission, the Writer is to submit an invoice to DBF stating the supplied Purchase Order reference.
Timing of payments:
DBF shall pay the Writer on the 20th of the month following invoice date.
No partial payment:
DBF shall not compensate the Writer (in whole or in part) for any submission rejected by DBF or the client of DBF. If such submission is rejected by DBF or the client of DBF, the Writer will retain any Intellectual Property Rights in the submission.
Governing law, venue and attorneys' fees:
This agreement shall be governed by the laws of New Zealand. Any claim or dispute relating to this agreement between Writer and DBF (including their respective assignees, affiliates, attorneys and/or agents), or their relationship, shall be resolved exclusively by the courts of New Zealand.
The Writer Contract, and the party's rights and obligations herein, may not be assigned or otherwise transferred by either party without the other's prior written consent. The terms of the Writer Contract will be binding upon assignees.
Each party must deliver all notices or other communications required or permitted under the Writer Contract to the other party at the contact information identified in these terms.
The Writer acknowledges that, because its services are personal and unique and because the Writer will have access to Confidential Information of DBF, any breach of the Writer Contract by the Writer would cause irreparable injury to DBF for which monetary damages may not be an adequate remedy and, therefore, will entitle DBF to injunctive relief (including specific performance).
Any waiver or failure to enforce any provision of the Writer Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
The Writer Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters covered and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Writer Contract, or any waiver of any rights under the Writer Contract, will be effective unless accepted by the Writer and DBF.
If you have any questions or complaints regarding these Terms, please send them via email to email@example.com