G/MarathonVC/Demo/Acme_Quake

/Docs/G/MarathonVC/Demo/Acme_Quake_Contractor.md
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(Doc.Ti = Independent Contractor Agreement)

(Head.sec = (Head.PartyList = (Head.PartyList/2 = (P1.Name.Full = Acme Hellas)

(P2.Name.Full = (P2.Name.Given = Quake)
(P2.Name.Inc = Inc.)
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(Head.EffectiveDate.sec = (_Effective_Date = Effective Date)
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(Friends.Div = )

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(This.Div =
(This.Sec = (This.sec = (This.sec/2 = This (Doc.Ti = Independent Contractor Agreement)
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(Why.Div =

(Why.Sec = (Why.Ti = Recitals)

(Why.sec = (Why.0.sec = )
(Why.xlist =

(Why.secs = (Why.1.sec = WHEREAS (_the_Company = the (_Company = Company)
)
desires to retain (_Contractor = Contractor)
as an independent contractor to perform certain services for (_the_Company = the (_Company = Company)
)
and (_Contractor = Contractor)
is willing to perform such services;)
(Why.2.sec = WHEREAS (_Contractor = Contractor)
represents and warrants that (_Contractor = Contractor)
possesses the qualifications and skills necessary to perform the services set forth in this (_Agreement = Agreement)
;)
)

)
(Why.00.sec = )
)
)

)
(That.Div =
(That.Sec = (That.sec = In consideration of the mutual promises contained in (_this_Agreement = this (_Agreement = Agreement)
)
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the (_Parties = Parties)
agree as follows:)
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)
(Sec.Div =
(Sec = (sec = (0.sec = )
(xlist = (Olist =

(Secs =
(1.Sec = (1.Ti = Definitions)
(1.sec =
1. (Def.sec = (Def.0.sec = The following terms beginning with a capital letter used in this (_Agreement = Agreement)
  will have the meaning indicated below:)
  (Def.Confidential_Information.sec = (Def.Confidential_Information.0.sec = “(_Confidential_Information = Confidential Information)
  ” means information that the (_Company = Company)
  or any (_Company_Affiliate = Company Affiliate)
  regard and treat as confidential; is not known or accessible to competitors or other third persons not having a legitimate need to know; has value to the (_Company = Company)
  or any (_Company_Affiliate = Company Affiliate)
  due to the confidentiality thereof; and if disclosed, could result in substantial competitive or business disadvantage. Such information includes, without limitation:)
  (Def.Confidential_Information.xlist =
  (Def.Confidential_Information.secs = (Def.Confidential_Information.secs;and = (Def.Confidential_Information.1.sec = (_Trade_Secrets = Trade Secrets)
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  ;
  (Def.Confidential_Information.2.sec = all information concerning the business and affairs of the (_Company = Company)
  or any (_Company_Affiliate = Company Affiliate)
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  (Def.Confidential_Information.3.sec = notes, analysis, compilations, studies, summaries and other material prepared by or for the (_Company = Company)
  or (_Company_Affiliate = Company Affiliate)
  containing or based, in whole or in part, upon any information included in the foregoing; including not only information belonging to the (_Company = Company)
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  , but also information developed by the (_Employee = (_Contractor = Contractor)
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  for the (_Company = Company)
  or its employees during the (_Employee = (_Contractor = Contractor)
  )
  ’s employment and thereafter)
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  )
  (Def.Confidential_Information.00.sec = )
  )
  (Def.Invention.sec = “(_Inventions = Inventions)
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  (Def.Intellectual_Property_Right.sec = “(_Intellectual_Property_Rights = Intellectual Property Rights)
  ” means intellectual property rights and any and all improvements thereof, namely any rights direct or indirect, exclusive or not exclusive, proprietary or contractual over creations of the mind and/or any rights (or/and rights of expectation) which are protected under industrial property law, including namely, indicatively, literary and other works, and symbols, software, source codes, websites, databases, domain names, utility models, images, and designs, inventions (patents), registered trademarks, registered designs, applications for any of the foregoing, rights of expectation on trademarks or patents, names (including trade and business names), unregistered trademarks, logos, know-how, trade secrets, copyrights (including copyright over software, hardware, processes or any other part of the business or products of the (_Company = Company)
  ), rights in designs, rights under licenses and consents in relation to any such rights, rights of the same or similar effect or nature, together with all goodwill attaching or relating thereto, in any part of the world (whether or not capable of protection by registration.)
  (Def.Moral_Right.sec = “(_Moral_Rights = Moral Rights)
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2. (Construe.1.sec = The titles and subtitles used in this (_Agreement = Agreement)
  are used for convenience only and are not to be considered in construing or interpreting this (_Agreement = Agreement)
  .)
3. (Construe.2.sec = Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing legal entities and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.)
)
)
(2.Sec = (2.Ti = Scope; Services; Independent Contractor Status; Duties)
(2.sec = (2.0.sec = )
(2.xlist =
(2.Olist =
(2.Secs = (2.secs = (2.1.sec = During the term of this (_Agreement = Agreement)
in consideration of the fees described in clause 3 hereof, (_Contractor = Contractor)
will provide services (the “(DefT.Services = (_Services = Services)
)
”) to (_the_Company = the (_Company = Company)
)
as set forth in Schedule 1 hereof.)
(2.2.sec = It is the (_Parties = Parties)
’ intent that (_Contractor = Contractor)
at all times, and with respect to all (_Services = Services)
covered by this (_Agreement = Agreement)
function as and remain an independent contractor, and not an employee or officer of (_the_Company = the (_Company = Company)
)
and neither (_Party = Party)
shall represent to third parties that (_Contractor = Contractor)
is an employee or officer of (_the_Company = the (_Company = Company)
)
. Nothing contained in this (_Agreement = Agreement)
shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture.)
(2.3.sec = (_Contractor = Contractor)
shall have no authority to act as agent for, or on behalf of, (_the_Company = the (_Company = Company)
)
, or to represent (_the_Company = the (_Company = Company)
)
, or bind (_the_Company = the (_Company = Company)
)
in any manner.)
(2.4.sec = (_Contractor = Contractor)
shall not be entitled to employee’s compensation, retirement, insurance or other benefits afforded to employees of Company.)
(2.5.sec = (_Contractor = Contractor)
shall retain the right to perform services for others during the term of this (_Agreement = Agreement)
.)
(2.6.sec = (_Contractor = Contractor)
will determine the method, details, and means of performing the (_Services = Services)
. (_The_Company = The (_Company = Company)
)
shall have no right to and shall not control the manner or determine the method of accomplishment of the (_Services = Services)
, though it may define the (_Services = Services)
to be performed. Such (_Services = Services)
may be amended, from time-to-time, by the (_Parties = Parties)
by written agreement, signed by (_Contractor = Contractor)
and (_the_Company = the (_Company = Company)
)
.)
(2.7.sec = (_Contractor = Contractor)
will, in the performance of (_Contractor = Contractor)
’s duties hereunder, comply with all policies and procedures of (_the_Company = the (_Company = Company)
)
that are applicable to independent contractors and consultants, as communicated to (_Contractor = Contractor)
from time to time. (_The_Company = The (_Company = Company)
)
reserves the right to change such policies and procedures on a prospective basis, at any time, effective upon reasonable notice to (_Contractor = Contractor)
.)
(2.8.sec = (_Contractor = Contractor)
agrees that (_Contractor = Contractor)
will, from time-to-time during the term of this (_Agreement = Agreement)
, keep (_the_Company = the (_Company = Company)
)
informed as to (_Contractor = Contractor)
’s progress in performing the (_Services = Services)
hereunder and that (_Contractor = Contractor)
will, as requested by (_the_Company = the (_Company = Company)
)
, prepare written reports with respect thereto. The (_Parties = Parties)
understand that the time required in the preparation of such written reports shall be considered time devoted to the performance of (_Contractor = Contractor)
’s (_Services = Services)
.)
)
)
)
)
(2.00.sec = )
)
)
(3.Sec = (3.Ti = Fees)
(3.sec = (3.0.sec = )
(3.xlist =
(3.Olist =
(3.Secs = (3.secs = (3.1.sec = As consideration for the (_Services = Services)
to be provided by (_Contractor = Contractor)
, (_the_Company = the (_Company = Company)
)
will compensate (_Contractor = Contractor)
as described in Schedule 2 hereof.)
(3.2.sec = (_The_Company = The (_Company = Company)
)
will pay (_Contractor = Contractor)
the (_Contractor = Contractor)
’s (Comp.Period.annual/monthly = monthly)
compensation in monthly installments of (Comp.Monthly.$ = 3,000.00 Euros)
.)
(3.3.sec = Compensation for (_Contractor = Contractor)
’s (_Services = Services)
shall be conditioned on the actual performance by (_Contractor = Contractor)
of the (_Services = Services)
and (_the_Company = the (_Company = Company)
)
’s receipt and approval of accurate and detailed monthly invoices, including records of time (_Services = Services)
performed, from (_Contractor = Contractor)
. (_Contractor = Contractor)
shall issue and submit to (_the_Company = the (_Company = Company)
)
such monthly invoices for all (_Services = Services)
performed by (_Contractor = Contractor)
during the applicable month within the first five (5) calendar days of the following month.)
(3.4.sec = (_The_Company = The (_Company = Company)
)
shall pay (_Contractor = Contractor)
’s invoices within (Invoice.Pay.Within.cl = 15 (fifteen) days from receipt)
.)
(3.5.sec = (_The_Company = The (_Company = Company)
)
shall reimburse (or procure the reimbursement of) all reasonable actual out-of-pocket business costs and expenses (including travel and accommodation expenses) wholly, properly and necessarily incurred by (_Contractor = Contractor)
in connection with the performance of (_Contractor = Contractor)
’s duties and obligations provided for in this (_Agreement = Agreement)
. Reimbursement will be paid upon prompt presentation of VAT invoices/receipts and such other appropriate evidence of payment and supporting information as (_the_Company = the (_Company = Company)
)
may from time to time require in accordance with (_the_Company = the (_Company = Company)
)
’s customary policies and procedures to which (_Contractor = Contractor)
shall abide, as such policies will be communicated to (_Contractor = Contractor)
from time to time. (_The_Company = The (_Company = Company)
)
reserves the right to change such policies and procedures on a prospective basis, at any time, effective upon reasonable notice to (_Contractor = Contractor)
.)
(3.6.sec = (_Contractor = Contractor)
shall be responsible for the payment of all taxes on amounts received from (_the_Company = the (_Company = Company)
)
for the (_Services = Services)
; provided that (_the_Company = the (_Company = Company)
)
may apply on (_Contractor = Contractor)
’s compensation any applicable withholding tax.)
)
)
)
)
(3.00.sec = )
)
)
(4.Sec = (4.Ti = Term)

(4.sec = The term of this (_Agreement = Agreement)
(the “(DefT.Term = (_Term = Term)
)
”) shall commence on the date set forth above and shall be of an indefinite duration until its termination according to the provisions of clause 9.1 hereof.)
)
(5.Sec = (5.Ti = Representations and Warranties)
(5.sec = (5.0.sec = )
(5.xlist =
(5.Olist =
(5.Secs = (5.secs = (5.1.sec = (_The_Company = The (_Company = Company)
)
and (_Contractor = Contractor)
respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the (_Agreement = Agreement)
and that their entering into the (_Agreement = Agreement)
and to each (_Party = Party)
’s knowledge the performance of their respective obligations under the (_Agreement = Agreement)
will not violate any agreement between (_the_Company = the (_Company = Company)
)
or (_Contractor = Contractor)
respectively and any other person, firm or organization or any law or governmental regulation.)
(5.2.sec = (_Contractor = Contractor)
represents and warrants to (_the_Company = the (_Company = Company)
)
that all (_Services = Services)
, work and deliverables to be performed hereunder shall be performed by qualified personnel in a professional and workmanlike manner, in accordance with the highest industry standards. All services shall be rendered to the good faith satisfaction of (_the_Company = the (_Company = Company)
)
.)
(5.3.sec = (_Contractor = Contractor)
represents and warrants to (_the_Company = the (_Company = Company)
)
that (_the_Company = the (_Company = Company)
)
will receive good and valid title to all deliverables delivered by (_Contractor = Contractor)
to (_the_Company = the (_Company = Company)
)
under this (_Agreement = Agreement)
, free and clear of all encumbrances and liens of any type.)
(5.4.sec = (_Contractor = Contractor)
represents and warrants that (_Contractor = Contractor)
has no outstanding agreement or obligation that is in conflict with any provision of this (_Agreement = Agreement)
, or that would preclude (_Contractor = Contractor)
from complying with the provisions hereof. (_Contractor = Contractor)
further represents and warrants that (_Contractor = Contractor)
will not enter into any such conflicting (_Agreement = Agreement)
during the term of this (_Agreement = Agreement)
.)
(5.5.sec = (_Contractor = Contractor)
represents and warrants to (_the_Company = the (_Company = Company)
)
that (_Contractor = Contractor)
, in connection with performing the (_Services = Services)
, as well as the use of the (_Services = Services)
by (_the_Company = the (_Company = Company)
)
or its customers, representatives, distributors or dealers, will not infringe any patent, copyright, trademark, trade secret or other proprietary (including intellectual property) right of any third party. (_Contractor = Contractor)
further represents and warrants to (_the_Company = the (_Company = Company)
)
that (_Contractor = Contractor)
will not use any trade secrets or confidential or proprietary information owned by any third party in performing the (_Services = Services)
as well as that neither (_Contractor = Contractor)
nor any other company or individual performing (_Services = Services)
pursuant to this (_Agreement = Agreement)
is under any obligation to assign or give any work done under this (_Agreement = Agreement)
to any third party. (_Contractor = Contractor)
agrees to indemnify and hold (_the_Company = the (_Company = Company)
)
harmless against any liability, loss, cost, damage, claims, demands or expenses (including reasonable attorneys’ fees) of (_the_Company = the (_Company = Company)
)
or its customers, representatives, distributors or dealers arising out of any infringement or claim of infringement with respect to any materials or (_Services = Services)
provided by (_Contractor = Contractor)
.)
)
)
)
)
(5.00.sec = )
)
)
(6.Sec = (6.Ti = Confidentiality – Non-Disclosure)
(6.sec = (6.0.sec = )
(6.xlist =
(6.Olist =
(6.Secs = (6.secs = (6.1.sec = During the (_Term = Term)
and after the termination of this (_Agreement = Agreement)
for any reason (_Contractor = Contractor)
(a) shall keep strictly confidential, and use solely for purposes of performing the (_Services = Services)
, (_Confidential_Information = Confidential Information)
or any intellectual property disclosed to (_Contractor = Contractor)
by (_the_Company = the (_Company = Company)
)
or any of (_the_Company = the (_Company = Company)
)
’s affiliates or their customers and suppliers during the (_Term = Term)
, and (b) shall not, directly or indirectly, disclose to any unauthorized person or use for (_Contractor = Contractor)
’s own purposes any such (_Confidential_Information = Confidential Information)
without the prior written consent of (_the_Company = the (_Company = Company)
)
.)
(6.2.sec = Notwithstanding clause 6.1 above, (_Contractor = Contractor)
will not be required to maintain as confidential any (_Confidential_Information = Confidential Information)
– and to the extent that such (_Confidential_Information = Confidential Information)
– (i) becomes or is generally known to the public and available for use by the public other than as a result of (_Contractor = Contractor)
’s unauthorized acts or omissions in breach of this (_Agreement = Agreement)
; or (ii) is required to be disclosed by judicial process, any Governmental Authority, or under any Law or other legal requirement, including any securities exchange on which the securities of (_the_Company = the (_Company = Company)
)
or any of (_the_Company = the (_Company = Company)
)
affiliates are listed; and provided, further, that (_Contractor = Contractor)
may disclose (_Confidential_Information = Confidential Information)
(iii) to (_Contractor = Contractor)
’s counsel, accountants and agents on a need-to-know basis (provided that any such person shall be informed of the confidential nature of such information and directed not to disclose or make public such (_Confidential_Information = Confidential Information)
) and (iv) in any action, suit or proceeding between the (_Parties = Parties)
.)
(6.3.sec = In the event that (_Contractor = Contractor)
is requested or required to disclose any (_Confidential_Information = Confidential Information)
pursuant to point (ii) of clause 6.2 above, (_Contractor = Contractor)
, to the extent not prohibited by such process, law or exchange, shall give (_the_Company = the (_Company = Company)
)
written notice of the (_Confidential_Information = Confidential Information)
to be so disclosed as far in advance of its disclosure as is reasonably practicable, shall cooperate with (_the_Company = the (_Company = Company)
)
in any efforts to protect the (_Confidential_Information = Confidential Information)
from disclosure (including efforts to secure a judicial order to such effect), and shall limit his disclosure of such (_Confidential_Information = Confidential Information)
to the minimum disclosure required by such process, law or exchange.)
(6.4.sec = (_Contractor = Contractor)
acknowledges that all documents and other property including or reflecting (_Confidential_Information = Confidential Information)
furnished to (_Contractor = Contractor)
by (_the_Company = the (_Company = Company)
)
or any Company affiliate or otherwise acquired or developed by (_the_Company = the (_Company = Company)
)
or any Company affiliate or acquired, developed or known by (_Contractor = Contractor)
by reason of the performance of his duties for, or his association with, (_the_Company = the (_Company = Company)
)
or any Company affiliate shall at all times be the property of (_the_Company = the (_Company = Company)
)
. (_Contractor = Contractor)
shall take all reasonable steps to safeguard (_Confidential_Information = Confidential Information)
and protect it against disclosure, misuse, loss or theft. )
)
)
)
)
(6.00.sec = )
)
)
(7.Sec = (7.Ti = Intellectual Property)
(7.sec = (7.0.sec = )
(7.xlist =
(7.Olist =
(7.Secs = (7.secs = (7.1.sec = (_Contractor = Contractor)
agrees that any and all (_Inventions = Inventions)
conceived, originated, made or discovered by (_Contractor = Contractor)
, solely or in collaboration with others, during the (_Term = Term)
which relate in any manner to the business of (_the_Company = the (_Company = Company)
)
that (_Contractor = Contractor)
may be directed to undertake, investigate or experiment with, or which (_Contractor = Contractor)
may become associated with as a result of work, investigation or experimentation in the line of business of Company in performing the (_Services = Services)
hereunder, are the sole property of (_the_Company = the (_Company = Company)
)
. (_Contractor = Contractor)
further agrees to assign (or cause to be assigned) and does hereby assign fully to (_the_Company = the (_Company = Company)
)
all such (_Inventions = Inventions)
and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.)
(7.2.sec = Whenever an (_Invention = Invention)
is made (meaning the conception of the first actual or constructive reduction to practice of such (_Invention = Invention)
) by (_Contractor = Contractor)
, either solely or in collaboration with others, including employees of (_Contractor = Contractor)
under or relating to this (_Agreement = Agreement)
, (_Contractor = Contractor)
shall promptly give (_the_Company = the (_Company = Company)
)
written notice thereof and shall furnish (_the_Company = the (_Company = Company)
)
with complete information thereon including, as a minimum, (a) a complete written disclosure of each such (_Invention = Invention)
, and (b) information concerning the date and identity of any public use, sale or publication of such invention made by or known to (_Contractor = Contractor)
or of any contemplated publication by (_Contractor = Contractor)
.)
(7.3.sec = (_Contractor = Contractor)
hereby grants, assigns, and conveys to (_the_Company = the (_Company = Company)
)
all right, title and interest in and to all (_Inventions = Inventions)
conceived, reduced to practice, authored, developed or delivered by (_Contractor = Contractor)
or its employees, agents, consultants, contractors and representatives either solely or jointly with others, during and in connection with the performance of services under this (_Agreement = Agreement)
with (_the_Company = the (_Company = Company)
)
.)
(7.4.sec = (_Contractor = Contractor)
agrees that it will not seek, and that it will require its employees, agents, consultants, contractors and representatives not to seek patent, copyright, trademark, registered design or other protection for any rights in any such (_Inventions = Inventions)
. (_Contractor = Contractor)
shall have no right to disclose or use any such (_Inventions = Inventions)
for any purpose whatsoever and shall not communicate to any third party the nature of or details relating to such (_Inventions = Inventions)
.)
(7.5.sec = (_Contractor = Contractor)
agrees that if in the course of performing the (_Services = Services)
, (_Contractor = Contractor)
incorporates into any (_Invention = Invention)
developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by (_Contractor = Contractor)
or in which (_Contractor = Contractor)
has an interest, (_the_Company = the (_Company = Company)
)
is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such (_Invention = Invention)
.)
(7.6.sec = To the utmost extent permitted by law (_Contractor = Contractor)
also hereby forever waives and agrees never to assert any and all (_Moral_Rights = Moral Rights)
(_Contractor = Contractor)
may have in or with respect to any (_Invention = Invention)
, even after termination of his work on behalf of (_the_Company = the (_Company = Company)
)
. To the extent (_Contractor = Contractor)
hereby retains any such (_Moral_Rights = Moral Rights)
under applicable law, (_Contractor = Contractor)
hereby ratifies and consents to, any action that may be taken with respect to such (_Moral_Rights = Moral Rights)
by or authorized by (_the_Company = the (_Company = Company)
)
, and (_Contractor = Contractor)
agrees not to assert any (_Moral_Rights = Moral Rights)
with respect thereto. (_Contractor = Contractor)
will confirm any such ratifications, consents and agreements from time to time as requested by (_the_Company = the (_Company = Company)
)
. (_Contractor = Contractor)
acknowledges that the aforementioned waivers, ratifications, consents and agreements are reasonable, given that the creation/execution of any (_Inventions = Inventions)
to which such (_Moral_Rights = Moral Rights)
relate falls into the scope of this (_Agreement = Agreement)
, the overall employment relationship between the (_Parties = Parties)
and the obligations undertaken by (_Contractor = Contractor)
hereunder, as well as that the above mentioned Compensation of (_Contractor = Contractor)
constitutes reasonable consideration for such waivers, ratifications, consents and agreements.)
(7.7.sec = (_Contractor = Contractor)
agrees that it shall do and that it shall require its employees, agents, consultants, contractors and representatives to do, at (_the_Company = the (_Company = Company)
)
’s expense, all things and execute all documents as (_the_Company = the (_Company = Company)
)
may reasonably require to vest in (_the_Company = the (_Company = Company)
)
or its nominees the rights referred to herein and to secure for (_the_Company = the (_Company = Company)
)
or its nominees all patent, trademark, or copyright protection in any and all countries.)
(7.8.sec = The above under clauses 7.1 to 7.7 hereof apply without any exception to any work and services, similar to the (_Services = Services)
and any work to be provided by (_Contractor = Contractor)
to (_the_Company = the (_Company = Company)
)
hereunder, which (_Contractor = Contractor)
has provided to (_the_Company = the (_Company = Company)
)
prior to the conclusion and the date of signing of this (_Agreement = Agreement)
by the (_Parties = Parties)
.)
(7.9.sec = (7.9.0.sec = Intellectual Property Indemnification)
(7.9.xlist = (7.9.Olist =
(7.9.Secs = (7.9.secs = (7.9.1.sec = The following terms apply to any infringement or claim or infringement of any patent, trademark, copyright, trade secret or other proprietary interest based on the licensing, use, or sale of any software, software products and/or (_Services = Services)
furnished to (_the_Company = the (_Company = Company)
)
under this (_Agreement = Agreement)
or in contemplation hereof. Subject to the limitations contained in this (_Agreement = Agreement)
, (_Contractor = Contractor)
shall indemnify (_the_Company = the (_Company = Company)
)
for any loss, damage, expense or liability, including costs and reasonable attorney fees that may result by reason of any such infringement or claim, except where such infringement or claim arises solely from (_Contractor = Contractor)
’s adherence to (_the_Company = the (_Company = Company)
)
’s written instructions or directions which involve the use of merchandise and items other than (a) commercial merchandise which is available on the open market or is the same as such merchandise, or (b) items of (_Contractor = Contractor)
’s origin, design or selection; and (_the_Company = the (_Company = Company)
)
shall so indemnify (_Contractor = Contractor)
in such excepted cases. Each (_Party = Party)
shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder. Each (_Party = Party)
shall notify the other (_Party = Party)
promptly of any claim of infringement for which the other (_Party = Party)
is responsible, and shall cooperate with the other in every reasonable way to facilitate the defence of any such claim.)
(7.9.2.sec = In addition, in the event an injunction or order shall be obtained against (_the_Company = the (_Company = Company)
)
’s use of any item by reason of any such infringement allegation, or if the item is likely to become the subject of a claim of infringement or violation of any existing patent, trademark, copyright, trade secret or other proprietary right of a third party, (_Contractor = Contractor)
will, without in any way limiting the foregoing, at (_Contractor = Contractor)
’s expense, either: (i) procure for (_the_Company = the (_Company = Company)
)
the right to continue using the item; or (ii) replace or modify the item so that it becomes non-infringing, but only if the modification or replacement does not adversely affect the functional performance or specifications for the item or its use by (_the_Company = the (_Company = Company)
)
.)
(7.9.3.sec = In no event shall (_the_Company = the (_Company = Company)
)
be liable to (_Contractor = Contractor)
for any charges after the date that (_the_Company = the (_Company = Company)
)
no longer uses the item because of actual or claimed infringement.)
)
)
)
)
(7.9.00.sec = )
)
)
)
)
)
(7.00.sec = )
)
)
(8.Sec = (8.Ti = Indemnification)
(8.sec = (8.0.sec = )
(8.xlist =
(8.Olist =
(8.Secs = (8.secs = (8.1.sec = (8.1.0.sec = (_Contractor = Contractor)
agrees to indemnify and hold harmless (_the_Company = the (_Company = Company)
)
and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:)
(8.1.xlist = (8.1.Olist =
(8.1.Secs = (8.1.secs = (8.1.1.sec = The negligent, grossly negligent, or intentional act or omission of (_Contractor = Contractor)
or its directors, officers, employees, agents or contractors;)
(8.1.2.sec = (_Contractor = Contractor)
’s failure to perform any of its obligations under this (_Agreement = Agreement)
; and)
(8.1.3.sec = Any act or omission of (_Contractor = Contractor)
in connection with the (_Services = Services)
.)
)
)
)
)
(8.1.00.sec = )
)
(8.2.sec = (_The_Company = The (_Company = Company)
)
will promptly notify (_Contractor = Contractor)
of any claim for indemnification.)
)
)
)
)
(8.00.sec = )
)
)
(9.Sec = (9.Ti = Termination; Survival)
(9.sec = (9.0.sec = )
(9.xlist =
(9.Olist =
(9.Secs = (9.1.Sec = (9.1.Ti = Termination)

(9.1.sec = (9.1.0.sec = )
(9.1.xlist = (9.1.Olist =
(9.1.Secs = (9.1.secs = (9.1.1.sec = This (_Agreement = Agreement)
may be terminated by either (_Party = Party)
immediately upon written notice to the other (_Party = Party)
for important cause, including, without limitation, upon breach by the other (_Party = Party)
of any material term or condition of this (_Agreement = Agreement)
and, where such breach is remediable, such breach having remained uncorrected for fifteen (15) days following receipt of written notice of such breach.)
(9.1.2.sec = Each (_Party = Party)
may terminate this (_Agreement = Agreement)
at any time, without cause, upon (Agt.Life.Stop.NoticePeriod.days = 30 days)
’ prior notification to the other (_Party = Party)
.)
)
)
)
)
(9.1.00.sec = )
)
)
(9.2.Sec = (9.2.Ti = Surviving Obligations)

(9.2.sec = (9.2.0.sec = Upon termination of this (_Agreement = Agreement)
for any reason all rights and duties of the (_Parties = Parties)
toward each other shall cease, except that:)
(9.2.xlist = (9.2.Olist =
(9.2.Secs = (9.2.secs = (9.2.1.sec = (_The_Company = The (_Company = Company)
)
shall be obliged to pay, within thirty (30) days of receipt of (_Contractor = Contractor)
’s invoice, all amounts owing to (_Contractor = Contractor)
for unpaid (_Services = Services)
through the termination date; and)
(9.2.2.sec = Clauses 6, 7, 8, 9.2, 10.4, 1.1 and 10.8 hereof shall survive termination of this (_Agreement = Agreement)
.)
)
)
)
)
(9.2.00.sec = )
)
)
)
)
)
(9.00.sec = )
)
)
(10.Sec = (10.Ti = General Provisions)
(10.sec = (10.0.sec = )
(10.xlist =
(10.Olist =
(10.Secs = (10.1.Sec = (10.1.Ti = Entire Agreement )

(10.1.sec = This (_Agreement = Agreement)
constitutes the entire agreement and understanding between the (_Parties = Parties)
, and supersedes and preempts any prior representations, understandings or other agreements of the (_Parties = Parties)
, written or oral written or oral, which may have related to the subject matter hereof in any way.)
)
(10.2.Sec = (10.2.Ti = Severability)

(10.2.sec = If any provision of this (_Agreement = Agreement)
is invalid or unenforceable, the invalidity or unenforceability shall not affect any other provision hereof and this (_Agreement = Agreement)
shall be construed in all respects as if the invalid or unenforceable provision had been omitted.)
)
(10.3.Sec = (10.3.Ti = Counterparts)

(10.3.sec = This (_Agreement = Agreement)
may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.)
)
(10.4.Sec = (10.4.Ti = Successors and Assigns)

(10.4.sec = This (_Agreement = Agreement)
shall bind and inure to the benefit of and be enforceable by (_Contractor = Contractor)
, (_the_Company = the (_Company = Company)
)
and their respective successors and assigns; provided that the rights and obligations of (_Contractor = Contractor)
under this (_Agreement = Agreement)
are personal to (_Contractor = Contractor)
and may not be assigned, novated, subcontracted or transferred without the prior written consent of (_the_Company = the (_Company = Company)
)
.)
)
(10.5.Sec = (10.5.Ti = Amendments and Waivers )

(10.5.sec = This (_Agreement = Agreement)
may only be amended in a writing signed by (_Contractor = Contractor)
(or a duly authorized officer thereof) and a duly authorized officer of (_the_Company = the (_Company = Company)
)
. No waiver of any term or provision of this (_Agreement = Agreement)
will be effective unless made in writing. Any written amendment or waiver will be effective only in the instance given and then only with respect to the specific term or provision (or portion thereof) of this (_Agreement = Agreement)
to which it expressly relates, and will not be deemed or construed to constitute a waiver of any other term or provision (or portion thereof) waived in any other instance.)
)
(10.6.Sec = (10.6.Ti = No Waiver of Rights)

(10.6.sec = A failure or delay in exercising any right, power or privilege in respect of this (_Agreement = Agreement)
will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.)
)
(10.7.Sec = (10.7.Ti = Notices)

(10.7.sec = All notices permitted or required under this (_Agreement = Agreement)
shall be in writing and shall be delivered in person or mailed by registered or certified mail, postage prepaid, to the address of the (_Party = Party)
specified in this (_Agreement = Agreement)
or such other address as either (_Party = Party)
may specify in writing. Such notice shall be deemed to have been given upon receipt.)
)
(10.8.Sec = (10.8.Ti = Governing Law; Dispute Resolution)

(10.8.sec = (Law.sec = This (_Agreement = Agreement)
shall be governed by and construed in accordance with the (Law.cl = laws of Greece)
.)
(Dispute.sec = Any disputes arising hereunder, including disputes arising from or related to a termination of this (_Agreement = Agreement)
, and any disputes or claims arising from the subject matter of this (_Agreement = Agreement)
shall be subject to the exclusive jurisdiction of (Law.Forum.cl = competent courts of Athens, Greece)
.)
)
)
)
)
)
(10.00.sec = )
)
)
)

)
)
(00.sec = )
)
)

)
(By.Div =
(By.Sec = (By.Ti = Signature)

(By.sec = (By.0.sec = IN WITNESS WHEREOF, the (_Parties = Parties)
have executed (_this_Agreement = this (_Agreement = Agreement)
)
as of the (_Effective_Date = Effective Date)
.)

(By.secs = (By.secs/2 =

(P1.US.Contract.By.Sec =

(P1.Name.Full = Acme Hellas)

(P1.US.Contract.By.Handle.sec = ("(P1.Handle = (_P1 = (_Company = Company)
)
)
"))

(P1.US.Contract.By.SignBy = (P1.US.Contract.By.By: = By:)

{xSignature}
(P1.US.Contract.By.Name: = Name:)
(P1.Signer.Name.Full = (P1.Signer.Name.FL = (P1.Signer.Name.First = Andrea)
(P1.Signer.Name.Last = Ang)
)
)

(P1.US.Contract.By.Title: = Title:)
(P1.Signer.Title = President)
)

(P1.US.Contract.By.Date.sec = (P1.US.Contract.By.Date: = Date:)
{Sign.YMD}
(P1.US.Contract.By.At: = Signed at:)
(P1.US.Contract.By.Adr.City,State,Nation = (P1.Adr.City = Athens)
, (P1.Adr.State = )
, (P1.Adr.Nation = Greece)
)
)

)

(P2.US.Contract.By.Sec =

(P2.Name.Full = (P2.Name.Given = Quake)
(P2.Name.Inc = Inc.)
)

(P2.US.Contract.By.Handle.sec = ("(P2.Handle = (_P2 = (_Contractor = Contractor)
)
)
"))

(P2.US.Contract.By.SignBy = (P2.US.Contract.By.By: = By:)

{xSignature}
(P2.US.Contract.By.Name: = Name:)
(P2.Signer.Name.Full = (P2.Signer.Name.FL = (P2.Signer.Name.First = Solomon)
(P2.Signer.Name.Last = Shirley)
)
)

(P2.US.Contract.By.Title: = Title:)
(P2.Signer.Title = President and Chairman)
)

(P2.US.Contract.By.Date.sec = (P2.US.Contract.By.Date: = Date:)
{Sign.YMD}
(P2.US.Contract.By.At: = Signed at:)
(P2.US.Contract.By.Adr.City,State,Nation = (P2.Adr.City = Menlo Park)
, (P2.Adr.State = California)
, (P2.Adr.Nation = United States of America)
)
)

)

)
)
)
)

)
(Annex.Div =

(Annex.Sec = (Annex.Ti = Annexes)

(Annex.sec = )
)
)
)