1.         Complete Compensation.  You agree that the consideration provided for on the applicable marketplace for freelance services whereby you were engaged to provide the Services is full and complete compensation for all Services performed, for all obligations assumed and for all inventions, improvements, patent rights, copyrights and other property assigned to Company hereunder, and that You shall not be entitled to any compensation not expressly provided for therein.

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2.         Conflict of Interest.  You represent that you have no obligation to any other party which is inconsistent with Your obligations under these Terms and that you shall not, in the performance of these Terms and the provision of the Services, breach any obligations that you have to others.  You agree not to perform any services for others which would create a conflict of interest with your obligations to the Company.

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3.        Independent Contractor. You shall perform the Services solely as an independent contractor and not as Company’s agent or employee.  You have no authority to make any statement, representation or commitment of any kind or to take any action binding upon Company without Company’s written authorization.  You will not be entitled to any benefits, including but not limited to paid time off or other vacation benefits.  The Company will not be responsible for withholding from compensation payable in connection with the Services, or paying, any income, payroll, Social Security, or other taxes or contributions, including, without limitation, for unemployment or disability, or obtaining workers’ compensation insurance. You acknowledge that you may receive an IRS Form 1099-NEC or other appropriate form in connection with the Services, and that you shall be solely responsible for all taxes and all other amounts described in the immediately preceding sentence. 

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4. Proprietary Information. You acknowledge that all Proprietary Information (as defined below) is the exclusive property of the Company.  You agree to keep all Proprietary Information strictly confidential, both during the term of your relationship with the Company and at all times thereafter.  You shall not use, reproduce or disclose any Proprietary Information, directly or indirectly, except (i) as authorized in writing by the Company, or (ii) in the proper performance of your duties in the context of, and only during the term of, your relationship with the Company, or (iii) to the extent required by applicable law or by valid government process or order, or (iv) for the disclosure in good faith of Proprietary Information that is or becomes publicly known by means other than your violation of these Terms or as a result of any other person’s or entity’s violation of a duty of non-disclosure or non-use in favor of the Company.  You shall promptly notify the Company in writing of any unauthorized or improper disclosure, reproduction or use of Proprietary Information.  “Proprietary Information” means any information of a confidential, non-public or proprietary nature of or pertaining to the Company, or to the business, operations, activities, products or services of the Company (whether or not reduced to writing or marked as confidential, non-public or proprietary, and regardless of format or medium), that you know, learn, have disclosed to you, have accessed or have access to, develop, create or contribute to, in whole or in part, in connection with or in the context of your relationship with the Company.  Proprietary Information includes, without limitation, the following: (i) any patents, copyrights, copyrightable material, trademarks, service marks, trade names, trade secrets, know-how, inventions, improvements, developments or discoveries (whether patentable or not and whether registered or not), or any application or license for any of the foregoing, in each case anywhere in the world and whether existing on, prior to, or subsequent to the date hereof; (ii) any plans, strategies, methods, models, processes, tactics and techniques (including business, product, service, marketing, sales and distribution plans, strategies, methods and models); (iii) any information regarding litigation or negotiations involving the Company; (iv) any financial information, budgets, cost, pricing and performance data, and any debt arrangements, equity ownership or securities transaction information; (v) any technical information, technical drawings, designs, mask works, computer software, source code, object code, drawings, formulas, algorithms and processes; (vi) any personnel information, personnel lists, resumes, personnel data, organizational structure, compensation information and performance evaluations; (vii) any existing and/or prospective customer or client lists, contact information, service records, preference information, pricing, terms, and the like, and any vendor, distributor, service provider, lender, lessor, licensor, licensee, or supplier lists, information or terms; (viii) any information regarding the existence or terms of any agreement, arrangement or relationship between the Company and any other person or entity; (ix) any other information or material relating to the business, operations or activities of the Company which is not generally known to others engaged in similar businesses or activities; and (x) any information or material that is the property of any other person or entity who or which has disclosed, delivered or given access to such information or material to the Company as a result of a relationship (contractual, commercial or otherwise) with the Company and with the expectation or understanding that use or disclosure of such information or material will be restricted.

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5. Ownership.  You agree that, to the maximum extent permitted by applicable law, all discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable, including, but not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon developed, contributed to or created by you or as a direct or indirect result of the Services (collectively, “the Inventions”), shall be considered “works made for hire” pursuant to the U.S Copyright Act of 1976 and are (from inception), and shall remain, the exclusive property of the Company, and that You shall have no initial or retained rights, titles or interests therein.  To the extent you may have any right, title or interest in such developed or created Inventions, or such Inventions do not so qualify as “work made for hire”, you agree to assign and transfer, and hereby do assign and transfer from inception, to the Company all such rights, titles and interests in and to such Inventions in any and every jurisdiction worldwide, to the maximum extent permitted by applicable law.  To the extent that any jurisdiction worldwide recognizes moral rights, copyright rights or other proprietary rights in any such developed or created Inventions which in such jurisdiction do not become property of the Company under the “work made for hire” doctrine or otherwise pursuant to these Terms (collectively, “Auxiliary Rights”), you hereby assign all your rights, titles and interests throughout the world in and to any and all such existing and future Auxiliary Rights to the Company.  To the extent that any such assignment is deemed invalid or unenforceable pursuant to applicable law, you hereby waive irrevocably any and all claims, of any nature whatsoever, which you now or hereafter have for infringement of any and all such Auxiliary Rights against the Company, and also grant to the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, fully transferable license (with the right to sublicense through multiple tiers) to any and all such Auxiliary Rights permitting the Company to make, have made, perform, display, copy, modify, make and own derivative works of, use, sell and otherwise distribute the Inventions to which the Auxiliary Rights relate.  You agree to cooperate fully with the Company in taking such actions as may be necessary or requested by the Company from time to time (including after the termination of your relationship with the Company for any reason) to allow the Company to secure, perfect and confirm all such rights, titles and interests in and to all such Inventions for and in the Company in any and every jurisdiction worldwide, including executing and delivering to the Company all applications, specifications, oaths, assignments, recordations and other instruments requested by the Company from time to time for such purpose.  If the Company is unable because of your mental or physical incapacity or unavailability, or for any other reason, to secure your signature or assistance to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering the Inventions or other rights (including Auxiliary Rights) assigned to the Company as provided above, then you hereby irrevocably designate and appoint: (i) the Company, or (ii) in the sole discretion of the Company, the Company’s designee, in each case including its duly authorized officers and agents, as your agent and attorney in fact to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, defense, issuance, maintenance or transfer of letters patent or copyright or other registrations thereon with the same legal force and effect as if originally executed by you.     

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6. Representations and Warranties. You hereby represent and warrant to the Company that: (a) you have the right to enter into these Terms, to grant the rights granted herein, and to perform fully all of your obligations in herunder; (b) you have the required skill, experience, and qualifications to perform the Services; (c) you shall perform the Services in a professional and workmanlike manner, and with reasonable skill and care, in accordance with best industry standards for similar services; (d) you shall devote sufficient resources to ensure that the Services are performed in a timely manner; (e) you shall perform the Services in compliance with all applicable federal, state, local and other laws and regulations, including, without limitation, by maintaining all licenses, permits, and registrations required to perform the Services; (f) all Inventions shall be wholly original to Consultant, (g) the reproduction, distribution, exploitation and other use of the Inventions by Company as permitted hereunder shall not violate the rights of any third party or require the payment of any license fee, royalty or other compensation to any third party and (h) Company will receive good and valid title to all Inventions, free and clear of all encumbrances and liens of any kind.

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7.         Laws and Regulations. You shall comply with all applicable law and governmental rules and regulations (“Applicable Law”), including but not limited to Applicable Law with respect to performance of consulting services in the United States.  You are not expected or authorized to take any action in the name of or otherwise on behalf of Company which would violate Applicable Law. 

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8. Assignment. You shall not assign your rights or obligations hereunder and will not delegate or subcontract any of the Services without the prior written consent of Company.  

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9. Governing Law. The validity, interpretation, performance and enforcement of these Terms shall be governed by the laws of the State of New York without giving effect to conflict of laws provisions.

10. Advice of Counsel. You represent and warrant to the Company that you have had a full opportunity to seek legal advice and representation by an independent counsel of your own choosing in connection with the provision of the Services and these Terms.