This agreement grants the Officer/Contestant/Member [ Digitally Signed as YOU ] (may be referred to hereafter as: “Officer”) an Independent Member/Contestant affiliation with Rose Media Company (may be referred to hereafter as: “RMC”). The Officer is legally an affiliate and independent contractor for Rose Media Company. The Officer is solely responsible for their own tax & benefit contributions. The direction behind works & services is nearly entirely determined independently by the Officer. The Officer is completely free in setting their work hours, as their affiliation with Rose Media Company is solely project based. The Officer is not bound to only contracts specifically with Rose Media Company. The Officer is free to perform works and/or services for outside organizations at their sole discretion. Both the Officer and Rose Media Company can make this contract null and void after all clauses of the document are completed in their entirety.
RMC provides the Officer with an infrastructure, media outlet, operations management hub, and consultancy base. The Officer provides services and works for RMC's online media properties.
Clause 1. General Rules of Program & Services to be performed
Online access is a mandatory requirement of entry, as all functions of RMC are done via 100% Telecommuting.
Officers compete for prizes/rewards and the ability to remain on the Active Roster. As a member of the active roster, officers are granted a number of media performance placements 1) On-Air via the Un World Life show, 2) via Blog/Article Post at www.unworldlife.com, or 3) a combination of both.
Officers are appointed to tiers of our team, and depending on the tier, the officer will receive a specified amount of media performance placements and be responsible to provide a specified goal requirement, as follows:
1st Team = 2 co-hosted/produced placements per week, with 1 optional non-assisted placement per week
Goal Requirements: 100% level of position goals
2nd Team = 1 co-hosted/produced placement per week, with 1 optional non-assisted placement per week
Goal Requirements: 50% level of position goals
3rd Team = 1 co-hosted/produced placement per month, with 3 optional non-assisted placements per month
Goal Requirements: 25% level of position goals
non-active (Try-Outs, Recruits, Reserves) = 1 co-hosted/produced placement as official audition/try-out
Goal Requirements: Meet agreed upon Baseline needed to make the Active Team roster
All Officers/Team Members are legally and officially considered to be independent contractors/contestants contracted to perform on the new-media platform/show “Un World Life”, which is headquartered and based at unworldlife.com .
Services assigned and agreed upon during Un World Life Team Meetings, additionally described in our “Join Us” materials, are to be performed by the Officer. Typical independent Officers and/or firms performing works for an Arts, Media, or Entertainment organization would be expected within reason, to engage in works and/or services, such as the activities listed on the corresponding roster position description (Located in informational documents on the “Join Us” page of the site unworldlife.com).
Clause 2. Time services are to be completed
There is no set time for completion of services. The only requirement is that, for any works and services to be considered for application/publication during the upcoming week, they must be submitted by Saturday, 11:59:59pm US EST.
Clause 3. Voluntary Weekly Reporting Procedure
Officer will report progress of services/works, whether in full or partial, weekly to email@example.com
Clause 4. Term and Length of Officer's Agreement
The Officer will remain within agreement with RMC as long as they are Eligible for Officer's Appointment. Once an initial Officer Member Badge is digitally delivered to an Officer, indefinite eligibility is granted. The Officer shall remain eligible unless any undisclosed, fraudulent, defamatory, or harmful information is discovered after Activation of Officer.
Officers are ONLY active while their Officer Member Badge has not reached expiration. Officer Member Badges must be renewed every 90 days by completing an “Un World Life Training Camp” Seminar-Evaluation. Failure to Renew will immediately result in Suspension or Termination of Officer Eligibility.
Officers shall be deemed active ONLY by RMC Presidents, via digital delivery and/or update of official Officer Member Badge hosted at “www.unworldlife.com” .
Clause 5. Warranties given by Officer
RMC reserves the right to terminate or suspend without compensation the Officer's Agreement under the following conditions: 1) Officer ceases communication with Un World Life Show and/or fails to communicate in a reasonable manner with Un World Life Show via e-mail at either firstname.lastname@example.org or email@example.com or via “Submission Form” located on Front Page of http://www.unworldlife.com , 2) Officer ceases to adhere to their warranty that services/works will be reasonably performed and delivered in a high quality professional manner.
In the event that RMC finds that a Officer's services/works provided are unsatisfactory and/or unreasonable, RMC reserves the right to suspend or delay the Officer's contract and/or compensation for a 'seven day revision period', with an accompanying notice sent to the Officer via e-mail and/or with other documented telecommunication. During this 'seven day revision period', the Officer has the right to redeem their contract by providing satisfactory and reasonable service for the work period in question. Failure of a Officer to redeem their contract may result in termination of services and agreement.
Clause 6. Work For Hire
Work being performed by the Officer is "work for hire". Any work product of the Officer or works originated under RMC direction/commission will be deemed solely owned by RMC. All finished works which are published (for explicit commercial gain, via Advertising, Sponsorship, or Direct Sales revenues; such that any reasonable consumer could justify) independently by the Officer PRIOR to submission to RMC, shall remain the creative intellectual property of the Officer, and are not owned by RMC. All other works are considered “work for hire”.
Clause 7. Expectations & Benchmarks
Required weekly minimum of 200 'service points' (also referred to as “game points”) must be observed as being earned via published content or works on each official Full Partner/Officer's collection of media properties/profiles. Officers appointed as “Directors” require a weekly minimum of 300 'service points' (also referred to as “game points”) to be observed. Media Partners (often called “NCAs: Non-Commissioned Allies”) are not required to maintain a weekly minimum of service points earned. It must be noted that 'service points' or 'game points' are not exclusively earned/observed via works published with Un World Life. Points are observed via published content or works on ANY of the Partner/Officer's media properties/profiles outside of their involvement with Un World Life.
Additional expectations listed throughout the remaining contract clauses.
RMC reserves the right to modify, change, terminate, or otherwise alter the services and agreement with Officers/Contractors/Contestants/Partners/Interns, at any time, if works do not meet the current expectations and benchmarks required. Typically a 'seven day revision period' is offered, although in extreme cases of misconduct, inappropriate communications or works, libelous/defamatory/hate speech, discovery of illegal activity, or other forms of prohibited behaviors/actions, the services and agreement can be terminated immediately, within prior written/verbal notice.
Clause 8. Prizes and Rewards - Compensation
Officers earn many great Prizes and Rewards during their time on Un World Life.
Base Rewards & Benefits:
* Skills and Experience for a Higher Salary
* The chance to meet and work with High-Profile Clients and Guests
* Working in the field and career path of your choice
* Living the Entertainment/Media Lifestyle
* Greater sense of Purpose and Involvement in the World
* Obtain a strong Letter of Recommendation
* Excellent Experience, College Credit, and a Great Resume Item
* Less Anxiety about the Future
* No regrets or questions, somewhere down the road, about lost opportunities
* Management and Administrative Support
* Marketing and Advertising Research, Planning, and Implementation
* Infrastructure and Business System used as Launchpad or Continuing Foundation
* Media/PR Agency and General Strategy
RMC Cooperative Service Points: RMC's approach is based heavily in Intellectual Property and Goodwill category assets. Our primary vehicles include Arts, Culture, and Creative Media. We use 'pooled resources/assets' for cooperative investments, and allow self-directed investments of earned service point credits.
Primary responsibility of all RMC Officers is to provide revenue driver conversions, by both creating compelling content and providing consultative service to community members. In our efforts to prevent fraud and manipulative actions, Officers earn their rewards, profit-share percentage, sponsorship credits, and investment club points only after they have reached or surpassed their agreed weekly goals. Officers are rewarded for their ability to earn conversions and contribute to the bottom line.
Sponsorship Partner/Client Credits are credited at $1500 over monthly intervals (if appointed as Director during agreement).
Sponsorship Credits: $1500; Choose either Print/Graphic AND Audio Based with 3x Placements per Month (with custom creation) (20 seconds Audio) <> Video Based / Placement (with custom editing)(15 second Video commercial)(1x placements)
Future Prize-Competitions (coming soon): Winners of Monthly and Quarterly Prizes are ineligible to win again consecutively. They will become eligible again the second period after winning. The total dollar amount of prizes and rewards is equal to approximately 10% of monthly net returns. So as RMC grows, so do the prizes.
Clause 9. Optional Prizes & Rewards Compensation; Retainer
Officers are eligible for an additional prize/reward of Profit-Sharing once they have accumulated either:
1)a baseline of 1000 (one-thousand) unique post/page views per week for their performances at unworldlife.com, or
2)a baseline of 60 social network friends/followers/subscribers and 25 e-mails/phone subscribers per week
Officers eligible for the Prize/Reward of Profit-Share are compensated based on their performance tier. Each tier grants the following profit-share ratios:
* 1st Team = 1:1 (0.5% - 5.0%) “Full profit-share amount”
* 2nd Team = 1:2 (0.25% - 2.5%) “1/2 or one-half of full profit-share amount”
* 3rd Team = 1:3 (0.166% - 1.66%) “1/3rd of full profit-share amount”
* non-active (Try-Outs, Recruits, Reserves) = n/a, no profit-share awarded
If an Officer has operated under multiple tiers during the month, their profit-share will be calculated based on an average of the Rates of the tiers which the member operated.
As an example:
Week 1 @ 1:1
Week 2 @ 1:3
Week 3 @ 1:2
Week 4 @ 1:1
Average Rate for the Month = 1:1.75, earning 1/1.75th of their contracted profit-share amount.
The Prize/Reward of Profit-Share is negotiable based on retainer for talent rendered. The Officer is compensated a royalty percentage of 0.5% - 5.0% of monthly net profits of Un World Life, (this is equivalent to earning $5,000 - $50,000 at "market value" based on percentage of a $1,000,000 Firm within the Arts, Entertainment & Media Industries).
If Granted a Director Appointment: Compensation is increased to a monthly profit-share of 7-10% and Director-Only “Partner Credits” are available. This is equivalent to earning $70,000-$100,000 at “market value” based on percentage of a $1,000,000 Firm within the Entertainment & Media Industries. Both RMC and Directors reciprocate our expertise and consultancy via weekly quotas.
Directors are appointed by RMC each Season/Quarter. They’re deemed team leaders and help shape the direction of the Mission, as well as provide other Officers with applicable guidance. RMC delivers customized ongoing media plan for Director’s organization/firm once per month (in PDF format), being available to Directors for 1 consultation-based e-mail per week (not to exceed 2 replies from RMC), and being available to Directors for a IM or telephone conversations not to exceed an accumulated 120 minutes each month. Directors are responsible for visiting the University 'Members Site' (university.unworldlife.com) and posting 1 new topic & 1 new reply each week, being available to RMC for 1 consultation-based e-mail per week (not to exceed 2 replies from Director), and being available to RMC for a IM or telephone conversations not to exceed an accumulated 120 minutes each month.
The estimated total market value of this agreement, as of 1st January 2011, is $3250.00 - $5000.00 per month for the duration of this agreement. Officer commission profit-share percentages are subject to change and Officers will be notified via print or e-mail at least 7 days prior to possible change. Officers compensation is distributed on a Monthly Basis for satisfactory and reasonable work. In the event that RMC suffers a financial loss for the month, the Officer's shall be compensated $0.00, and does NOT share the costs/expenses of RMC's core organization.
RMC provides the Officer/Director with an infrastructure, media outlet, and consultant base.
Officers are compensated via profit-share percentage within 14 days of the conclusion of the monthly work period. Profit-share amounts are delivered via PayPal Electronic Transfer. Sponsorship Credits and Partner/Client Credits are to be awarded on the first day of each month during the term length of this agreement. Unused Sponsorship Credits and Partner/Client Credits WILL expire at the conclusion of each calendar month during the term length of this agreement.
All funds listed here and throughout this agreement are understood to be in USD, United States currency.
Clause 10. Weekly Reviews & Ratings
Agreed Profit-Share Percentage is NOT influenced by Weekly Reviews & Ratings. The sole purpose is to offer Officers a review of their services rendered, by weekly rating and assessment. Overall ratings are used only to weigh contract negotiations and biddings prior to the processing of an agreement.
Clause 11. Directives
The Presidents/Owners of RMC have complete and total rights over the everyday operations and decisions to be made within Un World Life. Decisions to be made WILL be placed under review within reasonable consideration. There is a "chain of command" expected to be followed and any decisions or operations completed without the prior expressed written consent of the Presidents/Owners are prohibited.
Clause 12. Conflict of Interests
Due to the nature of the entertainment & media industries, the only restriction on acceptance of this contract is that the team member is disallowed from accepting and/or engaging in outside offers which are commission-based or commission-oriented in pay structure. Fixed Fee services and Retainers are OK. Any other offers which pay structures fall outside of this limitation are encouraged by Un World. Un World simply wishes to protect it's brand, intellectual properties, and image from any possible "conflicts of interest" arising from a Officer's outside activities.
Clause 13. Where Work is to be Completed
The team member is not bound to any specific place of business where primary works are done. All of our team members nearly work either, entirely from home offices, other undetermined office space or "on the field" via "telecommuting".
Clause 14. Risk Assessment
No one hundred percent (“perfect”) assurance can be guaranteed of any projections derived from negotiations with Rose Media Company due to unforeseeable factors and events within the market. As a result, the actual results achieved may vary from the projections, and such variation can be material and adverse. RMC explicitly advises the Officer to conduct or request applicable research of the Media, Entertainment, Art, and e-Commerce fields/markets.
All Officers/Team Members are legally and officially considered to be independent contractors/contestants contracted to perform on the new-media platform/show “Un World Life”. There is no additional guarantee that contestants/contractors will gain long-term affiliation with RMC or it's partners/affiliates.
Clause 15. Finder's Fee & Agency Fee : Goods and/or Services Sold by Officer via Un World
Any and all goods and/or services sold by the Officer, which are Affiliate/Direct Marketed, Retailed, and/or Brokered via RMC (Phone meetings, Video Chat/Conference, Instant Messaging & Conferencing, Text Messaging, through placement in website, e-mail, subscriptions, on-air content, direct communication and/or other digital means), shall result in RMC receiving a small royalty fee, on behalf of both the Administrative Duties and the Intellectual Property & Goodwill which has yielded an advantage in the marketplace for the Officer.
For Mass Consumer based Goods and Services (B2C): an agency fee (royalty percentage) of 3% of the Officer's monthly gross revenues from all online/mobile/digital sales & marketing activities for products and services, to last only the duration of this agreement.
For Project Oriented, and/or One-Time based Goods and Services (B2B): an agency fee (royalty percentage) of 10% of the Officer's gross sales/invoice amount, to last only the duration of this agreement.
RMC is granted the right to Request recorded monthly revenues from the Officer, verifiable by P&L audit, at maximum one (1) time per month. It is expected that any such request be delivered by the Officer within 14-30 days of the initial documented request.
Clause 16. Independent Contractor Status
We will not deduct or withhold any taxes, FICA or other deductions that we are legally required to make from the pay of regular employees. As an independent Officer, you will not be entitled to any fringe benefits, such as unemployment insurance, medical insurance, pension plans or other such benefits that would be offered to regular employees.
Business Expenses for tools, equipment, and other needs are to be incurred specifically by the Officer. Instructions for completing services/works are not given by RMC to the Officer. Training provided by RMC is not essential and is not required to provide services for RMC. The Officer's personal services are not required and he or she can assign the work to anyone. The Officer is responsible for setting their own hours. The Officer is not bound to have a continuing relationship with RMC. The Officer controls and hires their own assistants. The Officer is free and expected to pursue other work. Where the Officer works is their choice. The Officer sets their own work priorities, may work for more than one firm, and their services are available to the general public (or industry). The Officer bears a risk of loss, has made a significant capital investment into their own self-employment, and the Officer is not compensated for incomplete work. In addition the timing of payment coincides with completion of jobs/services, rather than in regular intervals. The Officer agrees to complete an IRS Form W-9 within a timely fashion to verify their work status.
Clause 17. Media Fair-Use Waiver:
You explicitly authorize the use of your name (or nickname, initials), likeness, image, trademark, logo, recorded video performance/interview, interview notes, writings, biographical information, video, photography, voice or recorded audio interview, in conjunction with recording or feature, in RMC media (includes documentary, video, photo, written and audio works).
By granting this authorization and agreeing to be featured in our media, you explicitly waive any right to request and/or redeem royalties and/or payment of any kind, OUTSIDE of the agreed Compensation DEFINED in THIS agreement, as well as waive RMC from any liability. RMC is granted a royalty-free license to Publicity Rights, and to publicly display, market, publicly perform, sell, promote, digitally transmit, or otherwise release featured content at it's own sole discretion without liability or time constraint.
Clause 18. Media Rights and Licenses:
Both RMC and all contributing creative artists are granted a non-exclusive and royalty free license to works and materials commissioned by RMC for use with this agreement. RMC and all contributing creative artists have the right to use the material in a non-defamatory fashion. RMC and all contributing creative artists are authorized and/or granted a royalty-free license to reproduce, distribute, promote, showcase, sell, act as publisher for, publicly display, digitally perform and/or distribute in whole or in part, alone or together with other material, all submitted materials and the name, likeness, and image of the creator of the submitted materials, with the EXCEPTION of engaging in ANY Third-Party synchronization, agreements and/or licensing for material gain, profit, monetary exchange or service exchange, outside of Direct Social-Media, Blog, or User-Generated Submission oriented activities.
In layman's terms and blunt English: Both RMC and all contributing creative artists CAN sell and distribute finished works DIRECTLY to fans, by any means, but are strictly FORBIDDEN from engaging in any Third-Party deals or licensing agreements without the Expressed Written Consent of ALL Credited Contributors of the Works/Media. The creative artist keeps 100% of the returns from direct sales & mechanical royalties, commissioned & executed by the creative artist, from works delivered by CD, Print, Digital Download, Vinyl, Mobile Wallpaper, or Ringtone)
There is no additional compensation by RMC nor other contributors for the creative artist other than the promotional value of the publishing, review, and broadcast itself and NO defined limited time period is specified for the publishing, review, and broadcast of the works/media.
All recordings/filming/writings produced under commission of RMC ("Masters"), as well as all performances embodied thereon, all digital editions and other derivatives of the Masters, and all copyrights and renewal copyrights therein, will be the exclusive property of those credited in “Media Credit Summary Documents”, free of any additional claim(s) whatsoever by the creative artist or by anyone deriving rights from the creative artist. Without limiting the foregoing, RMC shall have the right throughout the world at any time to manufacture, advertise, sell, lease, license, distribute or otherwise exploit any Master hereunder and all the creative artists performances embodied therein and
Notwithstanding the foregoing, the creative artist acknowledges and agrees that to the extent, if any, that the creative artist may be deemed an "author" of any Master, the creative artist hereby grants and assigns to contributors credited in “Media Credit Summary Documents” all exclusive rights of copyright therein. At RMC's request, the creative artist agrees to execute and deliver to RMC any additional documents and instruments necessary or desirable to effectuate the intents and purposes of this paragraph and hereby authorize and empower RMC to execute the same in the creative artist's name upon the creative artist's failure or inability to do so.
All UNUSED and UNPUBLISHED media and works submitted remains the creative intellectual property of the owner of submission and is not bound to RMC or any of the other owners of submissions.
Clause 19. Notification and Crediting
The creative artist MUST and agrees to provide RMC with documented notification of works and services to be performed that are derived from this project (within 30 days of publishing), as well as appropriate financial statements necessary for audit (within 30 days) if requested.
The “Un World” Logo/emblem (or text listed as “Un World Life”, “featuring Un World”, “featuring U Dot”, “vs. U Dot”, etc.) MUST be VISIBLY featured/printed on the project credits (or the physical/digital copy of the media), of ANY and ALL works which include ANY Un World Life media or were completed under ANY Un World Life direction.
Clause 20. Third-Party Synchronization, Agreements, and/or Licensing
Both RMC and all contributing creative artists SHALL be compensated for any Third-Party synchronization, agreements and/or licensing derived from finished and/or published Master works commissioned by RMC. Copyrights and Publishing Rights are explicitly defined by each work's “Media Credit Summary Document”.
Clause 21. Branding of Published Works
The creative artist understands that they are releasing their works under the “Un World Life” brand when marketed/distributed/published by RMC. Individual contributor names and titles have the possibility of not being listed anywhere besides the Credits.
Clause 22. Performance Areas and Media Credits Summary Documentation
“Performance Areas” are used to define and distribute Master Copyright and/or Publishing Rights for each individual completed. Each creative artist that contributes to a specific “performance area” MUST and SHALL be listed on a “Media Credits Summary Document”, which is to be distributed to ALL contributors via e-mail or IM prior to or within 14 days of initial publishing of the Master recording/creative work. In the event of multiple contributors in one “performance area”, each contributor will be rewarded an equal share of Master Copyrights and/or Publishing Rights for that specified “performance area”.
The “Executive Production/Administrative performance area” is assigned 10% of Master Rights for both MUSIC and VISUAL/VIDEO projects.
Music projects are assigned the Six “performance areas”: Artist/Vocal, Songwriter/Producer, Drums/Percussion/Drum programming, Guitar/Strings/Synth Guitar, Keys/Synthesizer-other, Bass/Synth Bass/Program Bass, and are assigned 15% of Master Rights each.
Visual/Video/Film projects are assigned the Five “performance areas”: Director, Producer/Writer, Art/Graphics/Scenes, Actor/Actress, Editor, and are assigned 18% of Master Rights each.
An example of a “Media Credits Summary Document” is as follows:
Title: sample title
Type of Project: Music (or Visual/Video)
Track Duration (or media size):
Initial Publishing/Release Date: Day, Month, Year
Performance Areas and Accompanying Copyright/Publishing Right Assignments
Artist/Vocal Performance: sample name 1, sample name 2
writer: sample name 1, sample name 2
Drums/Percussion/Drum Programming: sample name 1
Guitar/Strings/Synth Guitar: sample name 1
Keys/Synthesizer (other): sample name 1, sample name 2
Bass/Synth Bass/Program Bass: sample name 1
Executive Production/Administrative: sample name 1, sample name 2
Clause 23. Termination of Agreement by Officer
This contract can only be declared null and void by the Officer (therefore the Officer will remain under contract) after the following conditions have been met and the term of the agreement has expired:
1. All above clauses have been adhered to.
2. Officer provides RMC with documented 7 days notice, prior to the last day of service.
Clause 24. Confidentiality and Non-Disclosure:
It is both the Officer's and RMC's Obligation to keep confidential any information and intellectual property discovered during agreement.
During this project, you may be in contact with or directly working with proprietary information that is important to our company and its competitive position. All information must be treated with strict confidence and may not be used at any time or in any manner in work you may do with others in our industry. Officer explicitly agrees to not use such information other than for the benefit of RMC.
It is agreed that:
1.Confidential Information. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, campaign plans, suppliers, customer lists and customers, prices and costs, markets, software, developments, campaign strategy, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, media publication, hardware configuration information, marketing, licenses, finances, budgets and other business information. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and generally available after disclosure by the Disclosing Party to the Recipient through no wrongful action by the Recipient; (iii) is already in the possession of the Recipient at the time of disclosure by the Disclosing Party, as shown by the Recipient’s files and records immediately prior to the time of disclosures; (iv) is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession; or (vi) is required by law to be disclosed by the Recipient, provided that the Recipient gives the Disclosing Party prompt written notice of such required disclosure prior to such disclosure and assistance in obtaining an order protecting said Confidential Information from public disclosure.
2.Non-Use and Non-Disclosure.
The Recipient of any Confidential Information from the Disclosing Party agrees not to use said Information for any other purpose except for which Recipient has been engaged. The Recipient further agrees not to disclose the Disclosing Party’s Confidential Information (i) to any third party without the prior written consent of the Disclosing Party, or (ii) to those employees or agents of Recipient, who are not required to have that Information in order to evaluate or engage in discussions concerning the purpose of this Agreement as set forth in Section 1 above. The Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects, which embody the Disclosing Party’s Confidential Information and which are provided to the Recipient hereunder.
3.Maintenance of Confidentiality.
The Recipient agrees to take reasonable measures to protect the secrecy, and avoid disclosure and unauthorized use, of any of the Disclosing Party’s Confidential Information disclosed hereunder. Without limiting the foregoing, each party shall take at least those measures that it/they take to protect its/their own most highly confidential information.
Nothing herein shall obligate RMC or the Officer to proceed with any transaction between them, and each said party reserves the right, in its/their sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
5.Return/Deletion of Materials.
All documents and other tangible objects containing or representing Confidential Information which has been disclosed by the Disclosing Party to the Recipient hereunder, and all copies thereof which are in the possession of the Recipient, shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party or deleted/purged upon the Disclosing Party’s written request.
Nothing in this Agreement is intended to grant Recipient any rights in or to any Confidential Information disclosed hereunder and belonging to the Disclosing Party, except as expressly set forth herein.
The obligations of the Recipient to protect the confidentiality of any Confidential Information disclosed hereunder by the Disclosing Party shall survive until such time as such Confidential Information becomes publicly known or otherwise ceases to be confidential through no breach of this Agreement by the Recipient.
Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
Clause 25. Force Majeure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes considered to be “acts of god”, causes related to third-party actions, or any other causes beyond RMC's control.