Trade Secrets
Trade Secrets include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.
The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon temrination of this agreement.
Ownership of Intellectual Property
All intellectual property and related material that is developed or produced under this agreement will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Consultant.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the services addressed herein.
Capactity/Independent Contractor
In providing the services under this agreement, it is expressly agreed that PsychFusion, LLC is acting as an independent contractor and not as an employee. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. The Consultant and the Client acknowledge that this agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premuium, profit-sharing, pension or any other employee benefit for the Consultant during the term. The Consultant is responsible for paying, and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Consultant under this agreement.
Right Of Substitution
Except as otherwise provided in this agreement, PsychFusion, LLC may at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this agreement and the Client will not hire or engage any third parties to assist with the provision of the services.
Autonomy
Except as otherwise provided in this agreement, PsychFusion, LLC will have full control over working time, methods and decvision making in relation to provision of the services in accordance with the agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide one day's written notice to the other Party. Success Not Guaranteed: By accepting the terms of this agreement, Client understands PsychFusion, LLC services are related to business development only and guarantees no specific results. Client takes full responsibility for Client's own success, and that there is an inherent risk that Client may not get results as weill any business development venture. Client acknowledges and accepts that client is responsible for Client's own success, and will not request a refund.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this agreement are in USD (US Dollars).
Missed Appointments
Because the mutual goal of The Parties is to launch the Client into Private Practice, attendance in all consultation appointments is mandatory. The Client agrees to adhere to provide 24 hours notice for any necessary cancellations. Failure to cancel appointments will result in a fine of $100, and may result in forfeiture of that week's consultatation.