Terms and Conditions

1. Engagement of Services.

Client may engage GXHR Inc (“Consultant”) to provide services (the “Services”) through an executed agreement (the “Client Agreement”). Subject to these terms, Consultant will provide Services specified in the Client Agreement. Consultant will be free of control and direction from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services.

2. Compensation. 

Client will pay Consultant the fee set forth in Client Agreement for Services rendered as Consultant’s sole compensation for such Services.  Consultant will be reimbursed only for expenses that are expressly provided for or that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request.  Upon termination of the Client Agreement for any reason, Consultant will be paid fees for Services up to the termination date. Payment to Consultant of undisputed fees will be due promptly following Client’s receipt of an invoice.

3.   Ownership of Work Product. 

Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables specified in a Client Agreement and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during the term of the Client Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the “Work Product”). Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of the Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Client. Client will reimburse Consultant for any reasonable out-of-pocket expenses actually incurred by Consultant in fulfilling its obligations under this section.

4.   Representations and Warranties. 

Consultant represents and warrants that: (a) the Services will be performed in a professional manner and in accordance with the industry standards and the Work Product will comply with the requirements set forth in the Client Agreement, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law.

5.   Independent Contractor Relationship. 

Consultant’s relationship with Client is that of an independent contractor, and nothing in these terms or the Client Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant’s employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.  Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant or its employees.

6.   Confidential Information. 

During the term of the Client Agreement and thereafter Consultant (i) will not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 7 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure in the same manner as Consultant protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary any agreement between Client and Consultant, nothing shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” means all information disclosed by Client to Consultant, whether during or before the term of the Client Agreement, that is not generally known in the Client’s trade or industry and will include, without limitation:  (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; and (d) existence of any business discussions, negotiations or agreements between the parties. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client’s business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Consultant, (y) is disclosed to Consultant by a third party without restrictions on disclosure, or (z) was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client.

7.   Consultant’s Employees, Consultants and Agents. 

Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement that protects Client’s rights and interests in and to the Confidential Information to at least the same degree as this Agreement.

8.   Termination and Survival.

8.1     Termination Without Cause. 

Client may terminate the Client Agreement without cause at any time upon 30 days’ prior written notice to Consultant. Consultant may terminate the Client Agreement without cause at any time upon 30 days’ prior written notice to Client.

8.2     Termination for Cause. 

Either party may terminate the Client Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 3 days after notice by the non-breaching party is given.

8.3     Survival. 

The rights and obligations contained in Sections 3 (“Ownership of Work Product”), 4 (“Representations and Warranties”), 6 (“Confidential Information”), 10 (“Non-solicitation”), and 11 (“Placement”) will survive any termination or expiration of the Client Agreement.

9.   No Conflicts. 

Consultant will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations under the Client Agreement, including Consultant’s ability to perform the Services. Consultant represents and warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s entering into or performing Consultant’s obligations under the Client Agreement.

10.   Non-solicitation. 

Consultant agrees that during the Term of the Client Agreement, and for one year thereafter, Consultant will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Client to terminate his, her or its relationship with Client in order to become an employee, consultant, or independent contractor to or for any other person or entity.

11.   Placement.

Client agrees to promptly notify Consultant if any employee, consultant or independent contractor of Consultant begins providing services to Client outside the Client Agreement (each, a “Placement”). Client agrees that during the Term of the Client Agreement and for one year thereafter, Client will pay a fee (“Placement Fee”) for each individual instance of Placement. The Placement Fee will be $24k USD (unless specified otherwise in the Client Agreement). The Placement fee will be due immediately upon the start of such Placement.

12.   Notices. 

Any required notice will be in writing and will be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses each party specifies in writing.

13.   Governing Law. 

These Terms and the Client Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

14.   Severability. 

Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms and the Client Agreement will not be affected or impaired thereby.

15.   Waiver of Breach.

The waiver by a party of a breach of any provision of these Terms or the Client Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.