Legale.se - Clauses posted by Steven Ayr

Sharpness is a virtue.

General Boilerplate—Counterparts - E Signature

Posted by Steven Ayr

This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and electronic, digitally reproduced, and facsimile signatures will be effective as originals. . . .

General Boilerplate—Governing Law - Massachusetts

Posted by Steven Ayr

This Agreement and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles. . . .

General Boilerplate—Successors and Assigns

Posted by Steven Ayr

This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein. . . .

General Boilerplate—Severability

Posted by Steven Ayr

The invalidity, illegality or unenforceability of any provision of this Agreement will in no way affect the validity, legality or enforceability of any other provision. . . .

General Boilerplate—Merger

Posted by Steven Ayr

This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. . . .

General Boilerplate—Waiver

Posted by Steven Ayr

Any waiver of compliance with the terms of this Agreement must be in writing, and waiver in one instance will not be deemed a waiver in any future instance. . . .

General Boilerplate—Modification

Posted by Steven Ayr

This Agreement may only be modified by a writing signed by both of the Parties. . . .

General—Arbitration - No Class Action

Posted by Steven Ayr

All disputes arising under the Agreement must be submitted to binding arbitration in the Commonwealth of Massachusetts before an arbitrator appointed by the American Arbitration Association in a proceeding pursuant to that organization’s rules and in accord with its code of ethics. The judgment of the arbitrator will be final and not subject to appeal or review by any judicial or administrative process, and may not be vacated. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The Parties agree that each may bring claims against the other only in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and that the arbitrator may not consolidate proceedings of more than one person or entity’s claims. In the event of arbitration, the arbitrator will apportion liability for the cost of the arbitrator, other costs, and a reasonable attorney’s fee, in accord with the rules of the American . . .

General—Independent Contractor

Posted by Steven Ayr

The Party understands and agrees that it is acting as an independent contractor in the performance of this Agreement, and nothing herein will be deemed to create an employment relationship or an agency relationship between the Party or any employee of the Party and the Party 2. The Agreement will not be construed to form a partnership, limited partnership, general partnership, joint venture, agency, employer/employee, or like relationship of any kind. Neither the Party 2 nor the Party will have any power to obligate or bind the other. The Party 2 will have no obligation whatsoever to compensate the Party on account of any damages or injuries that the Party may sustain as a result of or in the course of the Agreement, except for any damages or injuries sustained by the Party that result from any negligence by the Party 2. The Party 2 has formed as a corporate entity and acquired insurance for the purpose of limiting its own liability, and it is strongly recommended that the Party do the . . .

General Boilerplate—Contruction

Posted by Steven Ayr

This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. . . .

General Boilerplate—Notice

Posted by Steven Ayr

Any notice, demand or request required or permitted to be given under this Agreement must be in writing and given by personal delivery, by nationally recognized express courier or by electronic means of communication addressed to the party to be notified at such party's address set forth on the signature page to this Agreement as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records. . . .

General—Indemnity

Posted by Steven Ayr

Party agrees to fully defend, indemnify, and hold Party 2 (or its agents, successors, or assigns) harmless, including payment of all costs of defense, any judgment, fines or penalties, and any attorney’s fees or other costs imposed by a court, agency, or under a settlement agreement, against liability of any kind arising out of the performance of this Agreement. . . .

General—Release of Claims

Posted by Steven Ayr

Party waives, releases, and holds Party 2 (plus its agents and assigns) harmless from any and all liability or every type except liability arising out of Party 2’s gross negligence or willful misconduct. In any event, to the maximum extent permitted by law, Party 2 will not be liable for any direct, special, incidental, indirect, punitive, consequential or other damages arising out of this Agreement. Any damages will be limited to actual damages based on reasonable reliance. . . .

General—Intellectual Property - No Transfer

Posted by Steven Ayr

The Party 1 understands and agrees that all intellectual property and all intellectual property rights therein, whether in copyright, trademark, patent, trade secret, or otherwise (collectively, “Intellectual Property Rights”), created under this Agreement by the Party 2 or its Agents will remain the property of the Party 2. For the purposes of this Agreement, Intellectual Property means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship. . . .

General—Intellectual Property - Transfer

Posted by Steven Ayr

The Parties agree that all intellectual property and all intellectual property rights therein, whether in copyright, trademark, patent, trade secret, or otherwise (collectively, “Intellectual Property Rights”), created under this Agreement will be deemed a work-made-for-hire to the fullest extent possible and that, to the extent any individual work does not qualify as a work-made-for-hire, the Party 1 agrees to assign any and all Intellectual Property Rights to the Party 2. For the purposes of this Agreement, Intellectual Property means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, s . . .

Employment—Non-Solicitation

Posted by Steven Ayr

The Employee agrees that during his or her employment and during the one (1) year period following the later of (a) the termination of his or her employment with the Company for any reason, or (b) the date a court of competent jurisdiction enters an order enforcing this provision, he or she may not, directly or indirectly: (i) call upon, solicit, advise or otherwise do or attempt to do business with any current or prospective clients, customers or accounts of the Company with whom the Employee had contact at any time during the course of their employment with the Company or whose identity the Employee learned as a result of their employment with the Company, for the purpose of selling goods or services to such entities in competition with the Company; (ii) take away, interfere or attempt to interfere with any custom, trade, business or patronage of the Company; (iii) interfere with or attempt to interfere with any officers, employees, representatives, advisors, consultants, vendors or . . .

Employment—Non-Competition

Posted by Steven Ayr

The Employee agrees that during his or her employment and during the one (1) year period following the later of (a) the termination of his or her employment with the Company for any reason (the “Non-Competition Period”), or (b) the date a court of competent jurisdiction enters an order enforcing this provision, the Employee may not engage in or carry on, in any way, directly or indirectly, in any place the Company does or may do business, either for himself or herself or as a member of a partnership or as a stockholder or investor or as an officer, director, employee, agent, representative, advisor or consultant of any entity (other than the Company), any business similar to or competing with business carried on by the Company, or its successors. The Employee further agrees that for one (1) year after termination of his or her employment with the Company for any reason whatsoever, he or she will provide written notice to the Company of the name and address of any other employer with w . . .

Employment—Sales Commission - Direct Sales Only

Posted by Steven Ayr

In addition to all other compensation paid under this Agreement, the Company will pay the Employee a commission (the “Commission”) on every sale of the Company's products or services that the Employee is primarily responsible for (each, a “Commission-Eligible Sale”). Any determination as to whether a particular transaction is a Commission-Eligible Sale will be made in good faith by the Company in its sole discretion. For each Commission-Eligible Sale that is paid-in-full by a customer, the Employee will be entitled to a Commission in the amount of [COMMISSION PERCENTAGE] of the “Sale Price”. The Sale Price will be equal to the full amount paid to the Company by the customer, excluding any taxes, shipping and handling, and any other special charges paid by the customer. All payments of Commission to the Employee will be made bi-weekly as they are earned in accord with the Company's then-existing payroll procedures. . . .

Employment—Sales Commission - Direct Sales and Referrals

Posted by Steven Ayr

In addition to all other compensation paid under this Agreement, the Company will pay the Employee a commission (the “Commission”) on every sale of the Company's products or services that the Employee is primarily responsible for, that is made to a customer who was referred to the Company by the Employee, or otherwise introduced to the Company by the Employee (each, a “Commission-Eligible Sale”). Any determination as to whether a particular transaction is a Commission-Eligible Sale will be made in good faith by the Company in its sole discretion. For each Commission-Eligible Sale that is paid-in-full by a customer, the Employee will be entitled to a Commission in the amount of [COMMISSION PERCENTAGE] of the “Sale Price”. The Sale Price will be equal to the full amount paid to the Company by the customer, excluding any taxes, shipping and handling, and any other special charges paid by the customer. All payments of Commission to the Employee will be made bi-weekly as they are earned in . . .

General—Balanced Indemnity

Posted by Steven Ayr

(a) Neither party assumes any liability to third persons with respect to any intentional or negligent act or omission of the other party or any employee, agent, or contractor of the other party, in the performance of this Contract. (b) Each party agrees to indemnify and hold the other party and its directors, officers, members, employees, and agents from and against all demands, claims, losses, damages, judgments, expenses and costs (including attorney fees) arising out of or relating to any and all personal injury or property losses arising out of or related to the performance of this contract; provided, however, that reasonable notice, authority and information to defend is given. And, provided that parties will have no such indemnification obligations to the extent that such demands, claims, losses, damages, judgments, expenses and costs are based on, or arise out of the other party’s willful or negligent acts or omissions. (c) Each party agrees to indemnify and . . .