lists, operating procedures, trade secrets, design formulas, know-how and
processes, computer programs and inventories, discoveries and improvements
of any kind, sales projections, and pricing information; and
c.) Information belonging to customers and suppliers of the Client about whom
the Consultant gained knowledge as a result of the Consultant‘s Services to the
Client.
Upon termination of the Consultant's Services to the Client, or at the Client's request,
the Consultant shall deliver all materials to the Client in the Consultant's possession
relating to the Client's business. The Consultant acknowledges any breach or
threatened breach of confidentiality under this Agreement will result in irreparable harm
to the Client for which damages would be an inadequate remedy. Therefore, the Client
shall be entitled to equitable relief, including an injunction, in the event of such breach or
threatened breach of confidentiality. Such equitable relief shall be in addition to the
Client's rights and remedies otherwise available at law.
Furthermore, proprietary information, under this Agreement, shall include:
a.) The product of all work performed under this Agreement ("Work Product"),
including without limitation all notes, reports, documentation, drawings, computer
programs, inventions, creations, works, devices, models, works-in-progress and
deliverables, will be the sole property of the Client, and Consultant hereby
assigns to the Client all right, title, and interest therein, including, but not limited
to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade
secret rights, and other proprietary rights therein. Consultant retains no right to
use the Work Product and agrees not to challenge the validity of the Client's
ownership in the Work Product;
b.) Consultant hereby assigns to the Client all right, title, and interest in any and
all photographic images and videos or audio recordings made by the Client
during Consultant's work for them, including, but not limited to, any royalties,
proceeds, or other benefits derived from such photographs or recordings; and
c.) The Client will be entitled to use the Consultant's name and/or likeness in
advertising and other materials.
XIX. Assignment and Delegation. The Consultant may assign rights and may delegate
duties under this Agreement to other individuals or entities acting as a subcontractor
("Subcontractor"). The Consultant recognizes that they shall be liable for all work
performed by the Subcontractor and shall hold the Client harmless of any liability in
connection with their performed work.
The Consultant shall be responsible for any confidential or proprietary information that is
shared with the Subcontractor in accordance with this section. If any such information is
shared by the Subcontractor to third (3rd) parties, the Consultant shall be made liable.
XX. Governing Law. This Agreement shall be governed under the laws in the State of
____________________.
XXI. Severability. This Agreement shall remain in effect in the event a section or
provision is unenforceable or invalid. All remaining sections and provisions shall be
deemed legally binding unless a court rules that any such provision or section is invalid