INTELLECTUAL PROPERTY RIGHTS AND NON-COMPETITION AGREEMENT
This INTELLECTUAL PROPERTY RIGHTS AND NON-COMPETITION AGREEMENT (the “Agreement”) is made between Veretekk.com., (“Veretekk”) and the subscriber (the “Subscriber”) to any Veretekk system or service (the “Product”) as defined in section 2. In consideration of the mutual promises and agreements hereinafter set forth, Veretekk and Subscriber agree as follows:
1. Term of Agreement. The term of this agreement shall commence on the initial signup date of the Subscriber to the Product. Upon termination (as defined in section 5 below) this Agreement shall continue for a period of ten (10) years thereafter. Subscriber expressly understands and agrees that Subscriber’s use of the Product is “CONDITIONAL” based upon Veretekk’s Terms of Service and can be terminated by Veretekk at any time for violations thereof. Subscriber also expressly understands and agrees that some of the Subscriber’s duties and obligations as specified herein will remain in effect after the termination of membership to the Product.
2. The Product. Veretekk offers a variety of online systems, products, and services for free and for cost. These range from standalone as well as integrated systems including but not limited to 1-Family.com, Blastomatic.com, Computer-Giveaway.net, DailyMessageOnline.com, eTracking.net, FFAFarm.com, FreeFFAs.com, Free-Mart.net, Free-Page.net, ISP-4-Free.et, Leadsomatic.com, Money-Machine.net, Prendergast.net, Sohomatic.com, Spam-Wars.net, Vacation-4-Free.com, VereConference.com, Veremail.com, Veretekk.com, Veretekk.com.au, Veretracking.com, and WebCatch.net. Veretekk provides this product to Subscriber who hereby accepts and agrees to become a member to such services.
3. Subscriber Adherence To Veretekk Terms Of Service. This Agreement in no way alters of effects the terms set forth in Veretekk’s Terms of Service to which the Subscriber also agrees to honor. This Agreement is an extension to Veretekk’s Terms of Service.
4. Consideration to Subscriber. Subscriber has the ability to earn commissions from use of the Product based on the individual compensation plans set forth in each system. The availability of such commissions for the basis for consideration for this Agreement.
5. Termination. Veretekk may terminate Subscriber’s membership to the Product for any violation of Veretekk’s Terms of Service. Subscriber may terminate membership to the Product for any reason. In order to terminate membership to the Product, Subscriber must notify Veretekk in writing pursuant to Veretekk’s Terms of Service. Note: cancellation of membership (account downgrade) does not constitute termination of membership. Some obligations of Subscriber will remain in effect after the termination of membership as specified in this Agreement.
(a) Definitions. “Proprietary Information” is all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the business of Veretekk, or any of its affiliates, or its Subscribers, clients, consultants, or business associates, which was produced by Veretekk. All Proprietary Information not generally known outside of Veretekk's organization, and all Proprietary Information so known only through improper means, shall be deemed “Confidential Information.” Confidential Information may be contained in oral communications, as well as in any tangible expressions referring or relating, but not limited to:
(i) formulas, research and development techniques, processes, trade secrets, computer programs, software, system architecture, hardware, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, research projects, manuals, specifications, documentation, notes, industry contacts;
(ii) information about costs, profits, markets, sales, contracts and lists of customers, and distributors;
(iii) business, marketing, and strategic plans;
(iv) forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements; and
(v) Subscriber personnel files and compensation information.
Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which Veretekk is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of Veretekk, whether or not such information is identified as Confidential Information by Veretekk.
(b) Existence of Confidential Information. Veretekk owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information which have great value to its business. This Confidential Information includes not only information used by Veretekk to develop and offer the Product to the Subscriber, but also information learned by Subscriber during the course of Subscriber’s membership to the Product. All materials referring or relating to Confidential Information, any software, hardware, equipment or devices incorporating any Confidential Information are and shall remain the sole and exclusive property of Veretekk, except as set forth in this Agreement. Subscriber shall have no interest in or rights to use or disclose Confidential Information.
(c) Protection of Confidential Information. Subscriber will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party any of Veretekk's Confidential Information, either during or after Subscriber’s membership to the Product. In the event Subscriber desires to publish information related to the technical workings of the Product through literature or speeches, Subscriber will submit such literature or speeches to the Board of Directors of Veretekk at least 10 days before dissemination of such information for a determination of whether such disclosure may alter trade secret status, may be highly prejudicial to the interests of Veretekk, or may constitute an invasion of its privacy. Subscriber agrees not to publish, disclose or otherwise disseminate such information without prior written approval of the Board of Directors of Veretekk. Subscriber acknowledges that Subscriber is aware that the unauthorized disclosure of Confidential Information of Veretekk may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure of trade secrets. Subscriber agrees that all Confidential Information obtained by Subscriber through the course of membership to the Product is subject to this Agreement and will be received and held in confidence. Subscriber will take all necessary steps to prevent disclosure of Confidential Information to others and will not use or disclose Confidential Information except as set forth in this Agreement or with the express prior written consent of Veretekk. Subscriber shall immediately notify Veretekk of any actual or suspected unauthorized use or disclosure of Confidential Information, and shall cooperate with Veretekk in obtaining injunctive or other equitable relief and in any suit for damages. If Subscriber receives a subpoena or other legal process seeking disclosure of Confidential Information, Subscriber shall immediately notify Veretekk and cooperate fully with Veretekk in contesting such disclosure.
(d) Delivery of Confidential Information. Upon request or when Subscriber’s membership to the Product is terminated, Subscriber will immediately deliver to Veretekk all copies of any and all materials and writings received from, created for, or belonging to Veretekk including, but not limited to, those which relate to or contain Confidential Information.
(e) Location and Reproduction. Subscriber shall maintain at Subscriber’s place of business only such Confidential Information as Subscriber has a current “need to know.” Subscriber shall return to the appropriate person or location or otherwise properly dispose of Confidential Information once that need to know no longer exists. Subscriber shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate business need of Veretekk for reproduction.
(f) Prior Actions and Knowledge. Subscriber represents and warrants that from the time of Subscriber’s first signed up for membership to the Product, Subscriber held in strict confidence all Confidential Information and have not disclosed any Confidential Information, directly or indirectly, to anyone outside Veretekk, or used, copied, published, or summarized any Confidential information, except to the extent otherwise permitted in this Agreement.
(g) Duration of obligations. Subscriber’s obligations under Section 6. Confidentiality shall survive expiration or termination of this Agreement for any reason for a period of ten (10) years after the date of termination of membership to the Product.
7. Intellectual Property Rights.
(a) Definition. The term “Subject Ideas or Inventions” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable work products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, which are conceived, developed or created and which:
(i) relate to Veretekk's current or contemplated business or activities;
(ii) relate to Veretekk's actual or demonstrably anticipated research or development;
(iii) result from any concept or idea suggested to Veretekk by Subscriber;
(iv) involve the use of Veretekk's equipment, supplies, facilities or trade secrets;
(v) result from or are suggested by any work done by Veretekk or at Veretekk's request, or any projects specifically assigned to Subscriber; or
(vi) result from Subscriber’s access to any of Veretekk's memoranda, notes, records, drawings, sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions, processes, equipment or other materials (collectively, “Veretekk Materials”).
(b) Veretekk Ownership. All right, title and interest in and to all Subject Ideas and Inventions, whether or not registered or registrable, patented or patentable shall be held and owned solely by Veretekk. Subscriber shall mark all Subject Ideas and Inventions with Veretekk's copyright or other proprietary notice as directed by Veretekk and shall take all actions deemed necessary by Veretekk to protect Veretekk's rights therein. In the event that Subscriber should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, Subscriber hereby assigns and otherwise transfers and agrees to assign and otherwise transfer to Veretekk, without further consideration, Subscriber’s entire right, title and interest in and to each and every such Subject Idea and Invention. Subscriber hereby waives any so-called “droit moral” rights, “moral rights of authors” and all other similar rights Subscriber may have in any Subject Ideas and Inventions, however denominated, throughout the world.
(d) Veretekk’s rights. Subscriber agrees that Veretekk may apply for and receive a patent or patents, trademark or trademarks, copyright or copyrights for Subject Ideas and Inventions in its own name that may have been suggested to Veretekk by Subscriber.
(e) Access. Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by Subscriber, or whether it results from Subscriber’s access to Confidential Information or Veretekk Materials, Subscriber agrees that any Subject Idea and Invention shall, among other circumstances, be deemed to have resulted from Subscriber’s access to Veretekk Materials if: (1) it grew out of or resulted from Subscriber’s membership to the Product, and (2) it is made, used, sold, exploited or reduced to practice, or an application for patent, trademark, copyright or other proprietary protection is filed thereon, by Subscriber or with Subscriber’s significant aid, within one year after termination of membership to the Product.
(f) Exhibit. Subscriber acknowledges that there are no currently existing ideas, processes, inventions, discoveries, marketing or business ideas or improvements which Subscriber desire to exclude from the operation of this Agreement. To the best of Subscriber’s knowledge, there is no other contract to assign inventions, trademarks, copyrights, ideas, processes, discoveries or other intellectual property that is now in existence between Subscriber and any other person (including any business or governmental entity).
(g) No Use of Name. Subscriber shall not at any time use Veretekk's name or any Veretekk trademark(s) or trade name(s) in any advertising or publicity without the prior written consent of Veretekk.
8. Competitive Activity. Subscriber agrees that during Subscriber’s membership to the Product and for a period of one (1) year after termination of Product membership, without Veretekk's express written consent, Subscriber shall not, directly or indirectly, (i) employ, solicit for employment, or recommend for employment any person employed by Veretekk (or any Affiliate); and (ii) engage in any present or contemplated business activity that is or may be competitive with Veretekk (or any Affiliate) in any area of the world. Subscriber acknowledges that pursuit of such activities will necessarily involve the use, disclosure or misappropriation of Confidential Information.
9. Representations and Warranties. Subscriber represents and warrants:
(a) that Subscriber has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with undertaking a relationship with Veretekk;
(b) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party;
(c) that Subscriber will not use through membership to the Product any copyrighted, trademarked, confidential, or otherwise illegal materials or documents from any other company; and
(d) that Subscriber has not entered into or will not enter into any agreement (whether oral or written) in conflict with this Agreement.
10. Termination Obligations.
(a) Upon the termination of membership to the Product or promptly upon Veretekk's request, Subscriber shall surrender to Veretekk all equipment, tangible Proprietary Information, documents, books, notebooks, records, reports, notes, memoranda, drawings, sketches, models, maps, contracts, lists, computer disks (and other computer-generated files and data), any other data and records of any kind, and copies thereof (collectively, “Veretekk Records”), created on any medium and furnished to, obtained by, or prepared by Subscriber in the course of or incident to Subscriber’s membership to the Product, that are in Subscriber’s possession or under Subscriber’s control.
(b) Subscriber’s representations, warranties, and obligations contained in this Agreement shall survive the termination of the employment.
(c) Following any termination of membership to the Product, Subscriber will fully cooperate with Veretekk in all matters relating to Subscriber’s continuing obligations under this Agreement.
(d) Upon termination of membership to the Product, Subscriber hereby agrees to execute a Certificate acknowledging compliance with this Agreement in the form reasonably provided by Veretekk.
11. Injunctive Relief. Subscriber acknowledges that failure to carry out any obligation under this Agreement, or a breach by Subscriber of any provision herein, will constitute immediate and irreparable damage to Veretekk, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. Subscriber further agrees that no bond or other security shall be required in obtaining such equitable relief and Subscriber hereby consents to the issuance of such injunction and to the ordering of specific performance. Subscriber also understands that other action may be taken and remedies enforced against Subscriber.
(a) Modification. No modification of this Agreement shall be valid unless made in writing that explicitly refers to the amendments of this Agreement and is signed by both parties.
(b) Binding Effect. This Agreement shall be binding upon Subscriber, Subscriber’s heirs, executors, assigns and administrators and is for the benefit of Veretekk and its successors and assigns.
(c) Governing Law. By accepting Veretekk’s Terms of Service the Subscriber agrees to submit to jurisdiction in the state or federal courts of San Diego County in the state of California. The parties waive any other venue to which either party may be entitled by domicile or otherwise.
(d) Integration. This Agreement sets forth the parties' mutual rights and obligations with respect to proprietary information, prohibited competition, and intellectual property. It is intended to be the final, complete, and exclusive statement of the terms of the parties' agreements regarding these subjects. This Agreement supersedes all other prior and contemporaneous agreements and statements on these subjects, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of Veretekk, now or in the future, apply to Subscriber and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control unless changed in writing by Veretekk.
(f) Construction. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement. The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part of and shall not be used to interpret this Agreement.
(g) Attorneys' Fees. Should either Subscriber or Veretekk, or any heir, personal representative, successor or permitted assign of either party, resort to legal proceedings to enforce this Agreement, the prevailing party (as defined in California statutory law) in such legal proceeding shall be awarded, in addition to such other relief as may be granted, attorneys' fees and costs incurred in connection with such proceeding.
(h) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
(i) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Veretekk or Subscriber (or by that party's successor), whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive that party's right to exercise any or all other rights and remedies. No waiver shall be construed as a waiver of any succeeding breach, whether or not of the same or a different term or condition. This Agreement will inure to the benefit of Veretekk and its successors and assigns.
(j) Nonwaiver. The failure of either Veretekk or Subscriber, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance. Any waiver by Veretekk or by Subscriber must be in writing and signed by either Subscriber, if Subscriber is seeking to waive any of the rights under this Agreement, or by an officer of Veretekk (other than Subscriber) or some other person duly authorized by Veretekk.
(k) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if it is in writing, and if and when it is hand delivered or sent by regular mail, with postage prepaid, to Subscriber’s residence (as noted in Veretekk's records), or to Veretekk's principal office, as the case may be.
(l) Date of Effectiveness. This Agreement shall be deemed effective as of the initial signup date to the Program by Subscriber.
(m) Agreement to Perform Necessary Acts. Subscriber agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
(n) Assignment. This Agreement, or any right or interest under this Agreement shall not be assigned, nor shall any work or obligation to be performed under this Agreement be delegated, voluntarily, by operation of law or otherwise, without the parties’ prior written consent. Any attempted assignment in contravention of this Section (n) shall be void and ineffective. The terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted respective successors and assigns of the parties hereto.
(o) Compliance with Law. Subscriber agrees to abide by all federal, state, and local laws, ordinances and regulations.
(p) Subscriber Acknowledgment. Subscriber acknowledges that Subscriber has had the opportunity to consult legal counsel in regard to this Agreement, that Subscriber has read and understands this Agreement, that Subscriber is fully aware of its legal effect, and that Subscriber has entered into it freely and voluntarily and based on Subscriber’s own judgment and not on any representations or promises other than those contained in this Agreement.
IN WITNESS WHEREOF, Veretekk and Subscriber have executed this Agreement as of the sign-up date by Subscriber to the Product.
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS THE SUBSCRIBER'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THE SUBSCRIBER MAY DEVELOP DURING THE PERIOD OF MEMBERSHIP TO THE PRODUCT.
BY ACCEPTING AND ENROLLING AS A SUBSCRIBER TO THE PRODUCT, SUBSCRIBER HEREBY EXPLICTLY AGREES TO THIS INTELLECTUAL PROPERTY RIGHTS AND NON-COMPETITION AGREEMENT IN ITS ENTIRITY.