Cooperation Terms
Last updated on __/07/2024
Application
These Cooperation Terms ("Terms") govern the collaboration between 5th Digital Corp., 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144, USA (referred to as the "Company"), and any individual or entity entering into the Agreement for service provision (the "Agreement"). These Terms are an integral part of the Agreement.All individuals and entities entering into the Agreement with the Company (referred to as "Contractors") acknowledge that they have:● Familiarized themselves with these Terms and fully understand their contents.● Accepted the comprehensive applicability of these Terms to their engagement.● Understood that any breach of these Terms may result in termination of their collaboration with the Company and/or legal liability under applicable laws.The term "Parties" within these Terms includes individuals and entities entering into the Agreement that incorporates these Terms (i.e., the Company and the Contractor).The Company reserves the right to modify these Terms, provided such modifications are relevant to the subject matter of the Agreement and the Terms themselves. Such amendments shall be binding upon the Contractor. If the Contractor objects to any amendments to these Terms, they shall promptly terminate the Agreement and undertake all necessary actions associated with such termination.
Confidentiality
"Confidential Information" includes all information disclosed by the Company to the Contractor, whether verbally or in writing, such as:● The Agreement and its terms, including their existence and conditions.● Information about the Company’s business, finances, clients, personnel, strategies, and plans.● Information developed, received, created, or modified by the Contractor while performing services under the Agreement.● Any information explicitly marked as confidential by the Company.The Contractor agrees to maintain strict confidentiality and not disclose any Confidential Information to third parties without the prior written consent of the Company.Exceptions to the obligations above include information that:● Is already publicly known through no fault of the Contractor.● Must be disclosed under law or a valid court order, provided that the Contractor promptly informs the Company and takes reasonable efforts to secure confidential treatment.The Contractor may disclose Confidential Information to its employees, agents, or contractors who need to know such information for performing services under this Agreement, provided they are bound by confidentiality obligations at least as stringent as those herein. The Contractor remains fully responsible for any breach of confidentiality by its employees, agents, or contractors.Upon termination of the Agreement or at the Company’s request, the Contractor shall promptly return all Confidential Information in its possession to the Company. The Contractor shall implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, use, or destruction.
Non-Compete & Non-Solicitation
During the Non-Compete Period, which spans 2 (two) years following termination of the Contractor’s engagement with the Company (or 1 (one) year if the Company terminates the Contractor’s engagement without cause), the Contractor agrees not to engage in activities that compete with the Company’s business (products, services) in operational areas. This includes working for competitors, soliciting the Company’s clients or staff, or using confidential information belonging to the Company. The Contractor must disclose to the Company any investments in, or executive roles with, competitors.
Intellectual Property Rights
"Intellectual Property (IP)" includes patents, copyrights, trademarks, trade secrets, and inventions. "Relevant IP" refers to IP generated by the Contractor during their collaboration with the Company.All Relevant IP rights are assigned to the Company by the Contractor. Regarding Relevant IP, the Contractor shall assist the Company in securing IP protection (e.g., patents, trademarks), maintain the confidentiality of the Company’s IP for 2 years post-termination, and deliver all documents and materials related to Relevant IP to the Company. Compensation for Relevant IP is included in the Contractor’s fees.
Anti-Bribery and Corruption
The Contractor is strictly prohibited from offering, promising, giving, authorizing, or accepting bribes, directly or indirectly. Hospitality, entertainment, or gifts must be reasonable and not aimed at influencing business decisions. The Contractor must promptly report any suspected or confirmed incidents of bribery or corruption to the Company.
Prohibited Jurisdictions / Territories
Contractors from certain jurisdictions / territories, including Crimea/Sevastopol and other Ukrainian occupied territories, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and other jurisdictions / territories under international sanctions imposed by the USA, EU, or UN, are prohibited from providing services to the Company.
Anti-Money Laundering and Terrorist Financing (AML/CFT) Measures
The Contractor is committed to preventing money laundering and terrorist financing, including collecting and verifying essential information about counterparties, conducting background checks through government registries and sanctions lists, and refraining from relationships with entities involved in high-risk activities or offering forged documents.
Personal Data Processing
The Contractor grants explicit consent for the Company to process its personal data in accordance with applicable data protection laws and regulations. The Company processes the Contractor’s personal data for various purposes, including contractual performance, legal compliance, and legitimate interests. The Company may transfer the Contractor’s data to third-party processors and other countries for these purposes, ensuring compliance with applicable data protection laws and adequate data security measures. The Contractor retains various rights regarding personal data, including access, correction, deletion under certain circumstances, restriction or objection to processing based on legitimate grounds, data portability, withdrawal of consent, and the right to lodge a complaint.
Responsibility for Breach
The breaching party shall compensate the other party for damages and legal costs incurred due to the breach.
Termination and Survival
The Agreement is indefinite but may be terminated upon notice. Certain clauses (Confidentiality, Non-Compete & Non-Solicitation, IP) survive termination.
Contractor Compliance
The Contractor must obtain necessary permits, pay taxes, and comply with applicable laws.
Rights and Remedies
The remedies provided in the Agreement are supplementary to, not exclusive of, legal rights and remedies.
Severability
If any provision is deemed unenforceable, the remaining provisions shall remain valid. The Parties will endeavor to amend the unenforceable provision in good faith.
Assignment
The Company may assign its rights under the Agreement with prior written notification to the Contractor.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions. Any disputes arising from this Agreement, including those concerning validity, interpretation, or enforcement, shall be resolved by the London Court of International Arbitration.