User Agreement

1. NON-DISCLOSURE AND NON-SOLICITATION.

Zoe Richmond as the Service Provider shall not directly or indirectly disclose to any person other than a representative of the Client at any time, any confidential or proprietary information pertaining to the Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, Service Provider agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of client herself.

2. RELATIONSHIP OF PARTIES.

It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.

3. WORK PRODUCT OWNERSHIP.

Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

4. LIABILITY.

Service Provider will not be liable for loss, damage, or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.

5. CONFIDENTIALITY.

Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider during the term of this Agreement, with the exception of items purchased by Service Provider and not reimbursed by the Client.

6. SEVERABILITY.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.