CAMPUS MANAGER TERMS AND CONDITIONS
(last updated 08.11.2019)
Company and the Campus Manager (each a “party,” and together the “parties”) are bound by the Agreement. Capitalized terms used but not otherwise defined will have the meanings ascribed in the Cover Sheet.
1. Consulting Relationship.
During the term of the Agreement, Campus Manager will provide Services. Campus Manager shall use their best efforts to perform the Services such that the results are satisfactory to the Company.
2. Fees and Expenses.
(a) Campus Manager shall only be paid upon submission of an invoice. Such invoice to be paid 30 days after an invoice is received unless other terms have been agreed.
(b) Aggregate Commission Payments shall only be invoiced to the Company until after the relevant Event takes place or once each customer has paid in full for their Event.
(c) Calculation of any Commission Payments payable by the Company to the Campus Manager will be calculated by the Company. If any dispute arises as to the amount payable by the Company to the Campus Manager, the same shall be referred to the Company’s finance team for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
(d) Other than the Initial Payment or Commission Payments, the Company will owe You no other fees or charges of any kind. The Company may reimburse You for networking expenses incurred during the performance of your duties under this Agreement but any such expenses must be pre-approved in writing by the Company before You incur such expenses, and Company will not reimburse You for any expenses that have not been pre-approved in writing by the Company.
(e) No sums will be due from the Company to the Campus Manager for providing the Services other than those set out in this Agreement.
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 five (5) business days after having received written notice by the non-breaching party of the breach or default.
4. Independent Contractor.
Campus Manager’s relationship with the Company will be that of an independent contractor and not that of an employee, and nothing in this Agreement shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.
5. Campus Manager's Qualifications.
Campus Manager represents and warrants that Campus Manager has the requisite qualifications, knowledge and skills necessary to perform the Services under this Agreement in a competent, professional manner.
6. Method of Provision of Services.
Campus Manager shall be solely responsible for determining the method, details and means of performing the Services.
(a) No Authority to Bind Company. Campus Manager acknowledges and agrees that Campus Manager 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 in each instance.
(b) No Benefits. Campus Manager acknowledges and agrees that Campus Manager shall not be eligible for any Company employee benefits and, to the extent Campus Manager otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Campus Manager (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.
(c) Withholding; Indemnification. Campus Manager shall have full responsibility for applicable withholding taxes for all compensation paid to Campus Manager under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Campus Manager’s self-employment, sole proprietorship or other form of business organization. Campus Manager agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor or employment requirements, including any liability for, or assessment of, taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Campus Manager.
7. Warranty and Indemnity.
Campus Manager represents and warrants, on the date of this Agreement and any time thereafter until this Agreement expires, that all Services provided to Company by Campus Manager comply with and conform to this Agreement, and any applicable Exhibits and applicable laws, rules and/or regulations and industry standards and that none of the Services nor the use thereof by Company as contemplated under this Agreement shall infringe upon or violate any copyright, trade secret or any other intellectual property rights or any other rights of Company or any third party, or otherwise violate any applicable laws, rules and/or regulations. Campus Manager shall indemnify, defend, and hold Company and its agents, owners, employees and contractors free and harmless from and against any and all third party’s losses, claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys' fees, and costs, that Company may incur or suffers as a consequence of a breach or alleged breach by Campus Manager of any representation, warranties or any of its obligations under this Agreement, and any applicable Exhibits, any act or omission of Campus Manager or anyone acting on behalf of Campus Manager, or a claim that the Services infringe upon any copyrights, trade secrets or any other intellectual property rights of any third party.
8. Supervision of Campus Manager’s Services.
All of the services to be performed by Campus Manager, including but not limited to the Services, will be as agreed between Campus Manager and the Company.
9. Consulting or Other Services for Competitors.
Campus Manager represents and warrants that Campus Manager 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.
10. Intellectual Property Rights
(a) The Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables") and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services (collectively, and including the Deliverables, "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. Campus Manager agrees that the Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for the Company and all copyrights therein automatically and immediately vest in the Company. If, for any reason, any Work Product does not constitute "work made for hire," Campus Manager hereby irrevocably assigns to the Company, for no additional consideration, Campus Manager’s entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
(b) To the extent any copyrights are assigned under Clause 10(a), You hereby irrevocably waive in favor of the Company, to the extent permitted by applicable law, any and all claims You may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply.
(c) Upon the request of the Company, You shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, You hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if You had executed them. You agree that this power of attorney is coupled with an interest.
(d) As between You and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to You by the Company ("Company Materials"), including all Intellectual Property Rights therein. You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Company Materials except solely during the term of this Agreement to the extent necessary to perform your obligations under this Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the Company's trademarks, service marks, trade names, logos, symbols, or brand names.
11. Conflicts with this Agreement.
Campus Manager represents and warrants that it is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Campus Manager represents and warrants that Campus Manager’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Campus Manager in confidence or in trust prior to commencement of this Agreement. Campus Manager warrants that Campus Manager has the right to disclose and/or use all ideas, processes, techniques and other information, if any, which Campus Manager has gained from third parties, and which Campus Manager discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Campus Manager agrees that Campus Manager 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. Campus Manager represents and warrants that Campus Manager has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Campus Manager’s obligations under this Agreement. Campus Manager 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.
(a) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company.
(b) Sole Agreement. This Agreement, including any Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.
(d) Limitation of Liability. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY MANNER IN CONNECTION WITH THE SERVICES AND/OR THIS AGREEMENT. COMPANY’S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) WITH REGARD TO THE USE OF THE SERVICES AND/OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID BY COMPANY TO Campus Manager UNDER THIS AGREEMENT.
(e) Arbitration. In the event of a dispute, claim or controversy, arising out of or relating to this Agreement, the parties irrevocably agree to submit such dispute, claim or controversy to binding JAMS Arbitration in front of a single neutral arbitrator, in Las Vegas, Nevada. The parties agree to participate in the Arbitration in good faith and to share equally in its costs. The prevailing party in any such dispute may recover its reasonable outside attorneys’ fees related to such dispute. YOU AND THE COMPANY FURTHER UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
(f) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada without giving effect to the principles of conflict of laws.
(g) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
(i) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.