Summary of our Terms & Conditions:

  • You'll be working with Contentfly as an independent contractor. We agree to pay you weekly for the content requests you've completed and invoiced us for. You will see the compensation rate next to every content request before you claim it.

  • Contentfly and clients have 100% ownership of the content. You can't circulate, distribute, reappropriate, get bylines, or claim ownership of the content you've written for clients via Contentfly.

  • You agree not to share, distribute, recirculate, or reappropriate the confidential information that clients or Contentfly have shared with you.

  • You agree to not enter into separate independent contractual agreements with users on our platform or directly communicate with users outside of our platform

Terms & Conditions

By subscribing to receive ContentFly services, you agree to these terms. Please read them carefully as they set out the legal agreement between you, the subscriber, and ContentFly.

[ContentFly] Inc (“ContentFly”) provides a content generation service (“Service”) more fully described on the website contentfly.com (“Site”). The Service is provided on a subscription basis under specific subscription plans offered by ContentFly from time to time (“Subscription Plan”). The Services are provided through the Site. This Agreement applies to anyone (“You”/”Writer”) who agrees to provide Content (as defined below).

THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN SUBSCRIPTION PLAN THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

1. DEFINITIONS. For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;

“Content” means the requested content made available to ContentFly by Writer.

“Fee” means the fees payable by ContentFly to Writer for each piece of Content;

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;

“Term” has the meaning ascribed to that term in Section 10.1; and

2. Provision and Use of the Service.

2.1 Provision of Service.

Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable fees, ContentFly shall make the Service available to Writer for Writer’s internal business use during the Term. Writer’s right to use the Service during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Subscription Plan(s).

2.2 Writer Accounts.

User accounts are for use by the Writer only and cannot be shared or used by anyone else

2.3 Writer Responsibilities.

Writer is responsible for all activities that occur in its account and its compliance with this Agreement. Writer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify ContentFly promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.

2.4 Use Guidelines.

Writer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

2.5 Publicity.

Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Each party may include the name and logo of the other party in lists of Writers or vendors in accordance with the other party's standard guidelines.

3. FEES AND PAYMENT.

3.1 Fees.

ContentFly shall make available certain opportunities to write Content through the Service, which Writer can apply for. The fees payable for such Content shall be specified through the Service. Writer shall be entitled to such fee where (i) they apply to write such Content through the Service; (ii) that application is accepted; (iii) they provide the Content within the timelines specified; and (iv) such Content is accepted by the applicable end customer.

4. Invoicing and Payment.

Subject to the conditions in section 3.1 having been satisfied in full, Writer may invoice on a weekly basis for fees specified in the applicable accepted application(s) in respect of submitted Content. Such invoices shall typically be paid within 5 business days, but ContentFly in under no obligation to pay any disputed invoice. Writer is responsible for maintaining complete and accurate billing and contact information with ContentFly

5. OWNERSHIP RIGHTS AND CONFIDNETIALITY.

5.1 Rights to Content.

The Writer hereby agrees that all Content (including without limitation all writings, productions, and any and all other works created by the Writer for ContentFly) shall belong to ContentFly. Writer hereby acknowledges that it has read, agrees to be bound by the terms and conditions of, and has executed and delivered in favour of ContentFly, ContentFly’s confidentiality and proprietary information agreement set out below (the “Confidentiality and Proprietary Information Agreement”), which forms an integral part of this Agreement, and Writer hereby expressly acknowledges its receipt of valuable consideration in respect of the covenants set forth therein.

5.2 Rights to the Service.

Subject to the limited rights expressly granted hereunder, ContentFly reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Writer hereunder other than as expressly set forth in this Agreement. Writer and its Users are permitted to access the Service, including the Content, solely for Writer’s internal information purposes. Writer is granted a perpetual, royalty-free, not copy, transmit, reproduce, publicly display, perform, distribute, alter, transmit or create derivative works of any Content or any portion of or excerpts from the Content in any fashion that is not authorized by ContentFly in writing or expressly permitted in these Terms of Use.

5.3 Restrictions.

Writer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service. Writer may not use any Content or any excerpt from any Content to promote its products or services. External citation to the Content is prohibited without ContentFly’s express written permission.

5.4 Suggestions.

ContentFly shall have royalty-free , worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by Writer or its Users relating to the Service.

6. CONFIDENTIALITY.

6.1 Definition of Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Subscription Plan hereunder), the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

6.2 Confidentiality.

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.

6.3 Protection.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

6.4 Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

6.5 Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

7. WARRANTIES AND DISCLAIMERS.

7.1 Warranties.

Each party warrants that it has the legal power to enter into this Agreement.

7.2 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTENTFLY MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTENTFLY FURTHER DISCLAIMS ALL WARRANTIES (I) RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR ANY PORTION THEREOF THAT IS MADE AVAILABLE ON THE SITE; (II) THAT THE CONTENT PROVIDED THROUGH THE SITE WILL BE FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION, OR FROM TECHNICAL INACCURACIES OR OTHER ERRORS; (III) THAT THE CONTENT SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; (IV) THAT THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.

8. INDEMNIFICATION.

8.1 Indemnification by Writer.

Subject to the terms and conditions of this Agreement, Writer shall, at its own expense, defend ContentFly, its Affiliates and its and their directors, officers, employees and agents (the “ContentFly Indemnitees”) in any action, suit or proceeding brought by a third party against any of the ContentFly Indemnitees alleging that Content provided by the Writer infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party (“Writer Claims”) and shall indemnify and hold the ContentFly Indemnitees harmless from and against any settlement amounts agreed in writing by Writer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against any of the ContentFly Indemnitees by a court or tribunal of competent jurisdiction in any such Writer Claim. As conditions for such defense and indemnification by Writer, (i) ContentFly shall notify Writer promptly in writing upon becoming aware of all pending Writer Claims; (ii) ContentFly shall give Writer sole control of the defense and settlement of such Writer Claims; (iii) ContentFly shall cooperate fully with Writer in the defense or settlement of such Writer Claims; and (iv) ContentFly shall not settle any Writer Claims without Writer’s written consent, or compromise the defense of any such Writer Claims or make any admissions in respect thereto.

9. LIMITATION OF LIABILITY.

9.1 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $500 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM WRITER HEREUNDER IN THE TWO MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

9.2 Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Certain Damages Not Excluded.

NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT; OR (V) ANY CLAIM UNDER SECTION 7 (INDEMNIFICATION).

9.4 Beneficiaries.

Every right, exemption from liability, release, defence, immunity and waiver of whatsoever nature applicable to a party under this Agreement shall also be available and shall extend to benefit and to protect such party’s Affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities and waivers.

10. TERM AND TERMINATION.

10.1 Term of Agreement.

This Agreement shall commence as of the Effective Date and shall continue in effect until terminated by either party. Either party may terminate this agreement without cause on not less than 1 days’ prior notice, or by otherwise following any termination mechanism provided for within the Service.

10.2 Outstanding Fees.

Termination or expiration of this Agreement shall not relieve Writer of the obligation to pay any fees accrued or payable to ContentFly prior to the effective date of termination or expiration of this Agreement.

10.3 Surviving Provisions.

The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 10.

11. GENERAL PROVISIONS.

11.1 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.2 No Third-Party Beneficiaries.

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

11.3 Notices.

All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to ContentFly shall be addressed to the attention of the Legal Department. Notices to Writer shall be addressed to Writer’s signatory of this Agreement unless otherwise designated below.

11.4 Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.5 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.6 Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all Subscription Plans), without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7 Governing Law.

This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.

11.8 Venue; Waiver of Jury Trial.

The provincial and federal courts located in Toronto, Ontario, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

11.9 Force Majeure.

Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service ContentFly or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

11.10 Export.

Writer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Writer shall comply with all export and import control regulations of such countries. Writer shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Writer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.

11.11 Entire Agreement.

This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and Subscription Plan, the terms of this Agreement prevail unless otherwise expressly provided for in the applicable Subscription Plan. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Writer purchase order or in any other Writer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Confidentiality and Proprietary Information Agreement

In consideration of engagement as an independent contractor with [ContentFly Inc.] (the “Company”), the undersigned (the “Participant”) agrees and covenants as follows:

1. Engagement with the Company as a consultant or independent contractor (the “Engagement”) will give the Participant access to proprietary and confidential information belonging to the Company, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to software, technical documentation, ideas, processes, discoveries, inventions (whether or not patentable), hardware, know-how, designs, algorithms, processes, structures, techniques, mask works, industrial designs, research and development information; Proprietary Property; lists of clients and other related information; marketing and financial plans, data and information; business plans, processes or information; any other information (whether tangible or intangible) of the Company (or its parent company, subsidiaries or affiliates suppliers, agents, customers, end users or others) that the Company shares with Participant or that Participant should know, by virtue of Participant’s position or the circumstances in which it was learned or disclosed, should be kept confidential; and, all information that is not generally known that: (i) Participant obtains from the Company, or learns, discovers, develops, conceives, or creates during the term of any engagement with the Company, or (ii) relates to the business or assets of the Company. Confidential Information also includes information of the Company’s parent company, subsidiaries or affiliates suppliers, agents, customers, end users or others which is defined as Confidential Information in accordance with the foregoing definition or that is obtained by the Company (or its parent company, subsidiaries or affiliates) in confidence from vendors or clients or other third parties. Confidential Information may or may not be labeled as “confidential.” All Confidential Information remains the confidential and proprietary information of the Company. Confidential Information does not include any information that has been made generally available to the public by the Company (and not as a result of breach of Participant’s obligations of confidentiality), nor does it include any general technical skills or general experience gained by Participant during the Engagement.

2. As referred to herein, the “Business of the Company” shall relate to the business of the Company as the same is determined by the Company from time to time and notice thereof is provided to the Participant. At the date hereof, the Business of the Company shall relate to the business of the Company as the same is determined by the Company from time to time and notice thereof is provided to the Participant.

3. The Participant may in the course of the Engagement provide certain content and materials to Company (referred to in this Agreement as “Proprietary Property”). The Company shall exclusively own all Proprietary Property (including all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property). The Participant acknowledges that all original works of authorship which are made by the Participant (solely or jointly with others) within the scope of his or her Engagement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and belong to the Company. Without limiting the generality of the foregoing, for greater certainty, the Participant hereby assigns to the Company any and all rights the Participant may have in such works. The Participant shall keep full and accurate records accessible at all times to the Company relating to all Proprietary Property and shall promptly disclose and deliver to the Company all Proprietary Property.

4. The Participant shall, both during and after the Engagement, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Company. The Participant may, however, use or disclose Confidential Information which:

(i) is or becomes public other than through a breach of this Agreement;

(ii) is known to the Participant prior to the date of this Agreement and with respect to which the Participant does not have any obligation of confidentiality; or

(iii) is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided that Participant informs the Company of such requirement in sufficient time to allow the Company to avoid such disclosure by the Participant.

5. Participant represents and warrants to the Company that it will not disclose to others, use for its own benefit or for the benefit of anyone other than the Company (or its parent company, subsidiaries or affiliates), or otherwise appropriate or copy any Confidential Information, whether or not developed by Participant, without the prior written approval of the Company. Participant agrees that he/she will also take all reasonable measures, in accordance with the Company’s policies, bulletins, security procedures, and instructions (whether written or verbal), to protect Confidential Information from any accidental, unauthorized, or premature use, disclosure, or destruction. Participant agrees he/she will provide the Company with immediate notice of any threatened breach or breach of his/her obligations to enable the Company to prevent or limit the disclosure. Participant shall return or destroy, as directed by the Company, Confidential Information, Proprietary Property and the Company’s property upon request by the Company at any time. The Participant shall certify, by way of affidavit or statutory declaration that all such Confidential Information, Proprietary Property or the Company’s property has been returned or destroyed, as applicable.

6. The Participant covenants and agrees not to make any unauthorized use whatsoever of or to bring onto the Company’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Engagement. Participant will use in the performance of his or her duties only information which is generally known and used by persons with training and experience comparable to that of the Participant, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

7. At the reasonable request and at the sole expense of the Company, the Participant shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure the Company’s ownership of the Proprietary Property, the Company property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to the Company written assignments of all rights to the Company and any other documents required to enable the Company to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as the Company considers advisable anywhere in the world. Participant agrees that if the Company is unable because of Participant’s unavailability, incapacity, or for any other reason, to secure Participant’s signature to apply for or pursue any application for any Canadian or foreign patents or mask work, copyright or other intellectual or industrial property right registrations covering the Proprietary Property, then Participant hereby irrevocably designates and appoints the Company and its duly authorized agents and officers as Participant’s agent and attorney in fact, to act for and on Participant’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, mask work or other intellectual or industrial property right registrations therein with the same legal force and effect as if executed by Participant.

8. The Participant hereby irrevocably and unconditionally waives all moral rights the Participant may now or in the future have in any Proprietary Property or any Company property, including the right to restrain or claim damages for any destruction or other mutilation and the right to be associated with the Proprietary Property and the Company property. All Proprietary Property created, in whole or in part, by the Participant may be maintained, changed, modified and/or adapted by the Company without the consent of or accounting to the Participant.

9. The Participant agrees that the Participant will, if requested from time to time by the Company, execute such further reasonable agreements as to confidentiality and proprietary rights as the Company’s customers or suppliers reasonably require to protect confidential information or proprietary property.

10. Regardless of any changes in position, remuneration or otherwise, including, without limitation, termination of the Engagement, unless otherwise stipulated pursuant to the terms hereof, the Participant will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph. The Participant hereby represents and warrants to the Company that he or she is not, and will not during the term of Participant’s engagement with the Company, be a party to any written or oral agreement with any third party that would restrict Participant’s ability to enter into this Agreement or to perform Participant’s obligations hereunder and that Participant will not now or in the future, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favour of any third party.

11. The Participant agrees that the Participant’s sole and exclusive remedy for any breach of this Agreement or any other agreement between the Company and the Participant will be limited to monetary damages and that the Participant will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property. The Participant hereby waives and quitclaims to the Company any and all claims of any nature whatsoever which the Participant now or may hereafter has for infringement of any proprietary rights assigned to the Company.

12. Participant acknowledges that (a) the covenants contained in this Agreement are essential elements to this Agreement and a breach of any of such provisions would cause serious and irreparable harm to the Company (and its parent company, subsidiaries and affiliates) which could not adequately be compensated monetarily, and (b) the services provided by the Participant to the Company under this Agreement are unique. The Participant further agrees that irreparable harm will be suffered by the Company in the event of the Participant’s breach or threatened breach of any of his or her obligations under this Agreement, and that the Company will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining the Participant from engaging in or continuing any such breach hereof. Any claims asserted by the Participant against the Company shall not constitute a defence in any injunction action, application or motion brought against the Participant by the Company.

13. This Agreement is governed by the laws of the Province of Ontario and the Participant agrees to the non-exclusive jurisdiction of the courts of the Province of Ontario in relation to this Agreement.

14. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect. This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior statements, representations, discussions, negotiations and Agreements, both oral and written.

15. It is acknowledged and agreed by the Participant that the Company may assign its rights under this Agreement at any time without notice to the Participant. The terms and conditions of this Agreement shall inure to the benefit of the Company’s successors and assigns and be binding upon the Participant’s successors.

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