This Consulting Agreement (this "Agreement") is by and between Solaika Srl., a limited italian company (the "Company") and you ("Freelancer").
Consulting Relationship. During the term of this Agreement, Freelancer will teach online courses and classes for participants to learn to speak a foreign language and provide such other services as may be agreed between Freelancer and the Company (the "Services"). Freelancer shall use Freelancer's best efforts to perform the Services such that the results are satisfactory to the Company.
Fees and Expenses. As consideration for the Services to be provided by Freelancer and other obligations, the Company shall pay to Freelancer at the rate and on the schedule described in the FAQ here. Freelancer shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise agreed to by the Company's CEO.
Term and Termination. Freelancer shall serve as a Freelancer to the Company for the schedule selected by Freelancer; provided, however, either party may terminate this Agreement at any time upon 3 business days written notice. In the event of such termination, Freelancer shall be paid for any portion of the Services that have been performed prior to the termination.
Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 5 business days after having received written notice by the non-breaching party of the breach or default.
Independent Contractor. Freelancer's relationship with the Company will be that of an independent contractor and not that of an employee. Freelancer will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Freelancer for employment or income taxes, all of which will be Freelancer's responsibility. Freelancer agrees to indemnify and hold the Company harmless from any liability for, or assessment of, any such taxes imposed on the Company by relevant taxing authorities. Freelancer will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. Freelancer shall be solely responsible for determining the method, details and means of performing the Services.
Consulting or Other Services for Competitors. Freelancer represents and warrants that Freelancer does not presently perform or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of the Agreement. If, however, Freelancer decides to do so, Freelancer agrees that, in advance of accepting such work, Freelancer will promptly notify the Company in writing, specifying the organization with which Freelancer proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Company to determine if such work would conflict with the terms of this Agreement, including the terms of the Confidential Information Agreement, the interests of the Company or further services which the Company might request of Freelancer. If the Company determines that such work conflicts with the terms of this Agreement, notwithstanding Section 3, the Company reserves the right to terminate this Agreement immediately.
Proprietary Information and Confidentiality. Freelancer agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. Freelancer agrees that he or she will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company or use the same for any purposes (other than in the performance of Freelancer's Services) without written approval by the Company's CEO, unless and until such Proprietary Information has become public knowledge without Freelancer's fault. Freelancer also agrees that any materials containing Proprietary Information which shall come into Freelancer's custody or possession shall be and are the exclusive property of the Company to be used only in the performance of Freelancer's duties for the Company. All such materials or copies thereof and all tangible property of the Company in Freelancer's custody or possession shall be delivered to the Company upon the earlier of (i) the Company's request or (ii) termination of Freelancer's Services. After such delivery, Freelancer shall not retain any such materials or copies thereof or any such tangible property. Freelancer further agrees that his or her obligations not to disclose or to use Proprietary Information and materials containing Proprietary Information and to return materials and tangible property also extend to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to Freelancer or the Company. To the extent that, in the course of performing the Services, Freelancer jointly or solely conceives, develops, or reduces to practice any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, Freelancer hereby assigns all rights, titles and interest to such inventions to the Company.
No Conflicts. Freelancer represents and warrants that Freelancer is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Freelancer represents and warrants that Freelancer's performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Freelancer in confidence or in trust prior to commencement of this Agreement. Freelancer warrants that Freelancer has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Freelancer has gained from third parties, and which Freelancer discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Freelancer agrees that Freelancer shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Freelancer represents and warrants that Freelancer has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Freelancer's obligations under this Agreement. Freelancer will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.
Mode of Communications. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Freelancer hereby consents to receive such documents by electronic delivery. To the extent Freelancer has been provided with any documents relating to the subject matter of this Agreement in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.
Data Protection. Freelancer hereby gives explicit consent to the Company and its affiliates to collect and process (electronically or otherwise) personal data, including sensitive and financial data, about himself or herself necessary to administer this Agreement. Such data may include, but is not limited to, Freelancer's name, work authorization, government or tax identification number, date of birth, beneficiaries' contact information, and compensation information. Freelancer also hereby gives explicit consent to the Company and its affiliates to transfer (electronically or otherwise) any such data outside the country in which Freelancer is living or employed (including to the United States), as well as to third-party providers (in Freelancer's home country or in Italy or other countries) of legal, tax, benefits, administration or other services to the Company, its affiliates, or employees. The legal person for whom such personal data is intended to be used is the Company and/or its affiliates. Freelancer further understands that the Company and/or its affiliates may report information regarding Freelancer and/or this Agreement to tax authorities or other governmental agencies as may be required to comply with applicable laws.
By clicking the "ACCEPT" button below, you agree that your Services are governed by the terms and conditions of this Agreement, all of which you agree to be bound by and comply with. Further, by clicking the "ACCEPT" button below, you acknowledge and agree that you have been able to access and view this Agreement and any ancillary documents and understand that all rights and obligations with respect to your Services are set forth in this Agreement and any ancillary documents that may be provided to you in either paper or electronic form. It is recommended that you print a copy of this Agreement and any documents linked to this page or that may be provided to you for your records.