Professional Agreement

This Agreement is entered into by and between ServiceScape Incorporated, with a principal place of business at 9 Bartlet Street, Suite 229, Andover, MA 01810, United States ("SSI") and you, an individual specified during this sign in or registration process ("Professional").

WHEREAS, Professional is qualified to and desires to provide services to SSI clients; and
WHEREAS, SSI has a website to bring clients needing services together with qualified individuals providing such services; and
WHEREAS, Professional desires to be promoted on SSI's website and SSI desires to have Professional promoted on its website;

NOW THEREFORE, the parties agree as follows:

Professional agrees that all information entered during the SSI professional registration process is accurate. Professional agrees that he/she will update the information as frequently as needed so that SSI will always have accurate information about Professional.
SSI agrees to post on its website a current, accurate description of Professional based on the information provided by Professional during the SSI professional registration process and previous SSI client evaluations.
Professional is committed to complete all projects before SSI clients' requested due dates. If Professional does not want to accept projects, he/she can unpost his/her information from the SSI website for a temporary or permanent basis. Unposted Professional information may be shown to SSI clients; however, SSI will not allow project submission to the Professional. Professional cannot, under any circumstances:
1. decline a project that was submitted to him/her while the Professional's information was posted unless the project does not meet the SSI project structure or Professional’s posted criteria.
2. negotiate a new commission percentage that is outside of the scope of the project's pricing structure.
3. negotiate a new due date that is outside of the scope of the project's due date structure.
Professional agrees to use his/her best efforts to complete each SSI client project in a timely and professional manner.
To be eligible for payment, Professional must submit a valid W-9 or W-8BEN form to SSI in order to declare tax status. If SSI receives a valid W-9 or W-8BEN form from Professional, then SSI agrees to pay Professional for Professional's services within 90 calendar days of Professional's completion of the project. If SSI does not receive a valid W-9 or W-8BEN form, then SSI will suspend payment for 90 calendar days, after which payment will be terminated.
SSI must be notified of any problem or complaint immediately when it arises. SSI will take all reasonable steps to resolve any justifiable complaint as soon as possible.
Professional agrees to indemnify SSI for any deficiencies in Professional's services.
Professional agrees that all SSI clients remain SSI clients. Should a SSI client that SSI sent to Professional ask for additional services, Professional agrees to refer the client to SSI to make any and all such arrangements.
The Professional agrees that Professional will be liable to SSI for any claims which may arise from the non-observance of the obligations listed above.
As used in this Agreement, "Proprietary Information" shall mean any SSI client confidential information or materials designated in writing or by appropriate stamp or legend to be proprietary (whether or not patentable), which are communicated to Professional by a SSI client during or in the course of its evaluation of Professional. Proprietary Information shall not include information which:
1. was known to Professional prior to receiving it from a SSI client provided however, that Professional so notifies SSI and the SSI client in writing within ten (10) days; or
2. is or becomes part of the public knowledge or literature by acts involving no breach of this Agreement by Professional; or
3. is or becomes available to Professional from a source other than the SSI client, provided however, that Professional so notifies SSI and the SSI client within twenty (20) days; or
4. is not marked as Proprietary Information; or
5. used or disclosed after a period of five (5) years after the date of receipt.
Professional agrees that the Proprietary Information is the sole and exclusive property of SSI's client, and Professional shall treat the Proprietary Information on a confidential and restricted basis and not disclose, communicate or divulge the same to any third party or use it for any purpose other than providing services, without the prior written consent of SSI's client. All documents, drawings and writing disclosing Proprietary Information to Professional and all copies thereof shall be returned promptly by Professional to SSI's client on the client's request, except that Professional may keep one archival copy for evidentiary purposes until the expiration of the time period set forth in Section 10(e) above.
Without the prior express written consent of SSI, during the period that Professional is promoted on SSI's website and for a period of twenty-four (24) months thereafter, Professional will not directly or indirectly, anywhere in the world:
1. recruit or otherwise solicit or induce any employees or contractors of SSI to terminate their employment with, or otherwise cease or limit their relationship with SSI.
2. recruit or otherwise solicit or induce any clients of SSI to terminate or otherwise cease or limit their relationship with SSI.
3. make direct contact with any client of SSI except through SSI in order to complete projects for an SSI client.
The restrictions against competition set forth in this Section 11 are considered by the parties to be reasonable for the purposes of protecting the business of SSI.
The parties shall be independent contractors, and under no circumstances shall this Agreement be construed as one of partnership, joint venture or employment between the parties. Each party shall be solely responsible for its own workmen's compensation insurance, tax withholdings and other legal requirements. Professional agrees that he/she is free from control from SSI and has defined the parameters of projects he/she would be willing to work on through the information provided during the SSI professional registration process. All services that are provided by Professional are outside SSI’s usual course of business, which is defined as promotion of freelance labor, hosting freelance interaction, payment processing, and payment distribution. Professional agrees that he/she is customarily engaged in an independent trade, occupation, profession or business of the same service as is provided to SSI clients.
Professional agrees that any breach of its obligations hereunder will cause SSI and SSI's client immediate and irreparable harm that is not fully compensable by monetary damages, and that in addition to any monetary damages received, SSI and/or SSI's client as applicable shall be entitled to immediate injunctive relief in the event of his/her breach of this Agreement. If any term or provision of this Agreement or the application thereof to any person, property or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, properties and circumstances other than those as to which it is invalid or enforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
This Agreement shall be binding upon and inure to the benefit of Professional and SSI and may not be assigned by either party without the other's prior written consent. This Agreement may be amended only by a written document executed by Professional and SSI. SSI may terminate this agreement at any time in the event of a breach by Professional of any of its obligations. Any termination except for breach shall not affect the parties' obligations with respect to all projects in effect on the date of termination. Sections 10 and 11 of this Agreement will survive the termination of this Agreement.
The validity, construction, enforcement and interpretation of this agreement shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A. In connection with any proceedings to enforce or interpret this Agreement, Professional hereby consents to the exclusive jurisdiction of courts located in the Commonwealth of Massachusetts and agrees that valid service of process may be made upon Professional by U.S. mail. The prevailing party shall be entitled to receive their reasonable attorney's fees in any action brought under this Agreement.