By opting and paying for Umair Quraeshi’s “Pay for Access” consultancy, both Umair Quraeshi the “Consultant” and you the “Customer”, collectively referred to as “Parties”, hereby are entering into the Strategic Alliance agreement, WHEREIN, the Customer desires to retain the services of the Consultant in connection with the Consultant’s expertise and experience in information technology consultation and advisory.
In the course of services, the parties each have and will continue to have an understanding of the access of information regarding the other party, not limited to, it’s products and components, technology, developmental or experimental, work, customer lists, pricing policy, financial data, certain trade secrets and confidential information pertaining to the products, sales or business of the other party, its subsidiaries and affiliated companies.
- Umair Quraeshi requires pre-payment on all consulting plans and services.
- Non used hours within a serviceable month cannot be rolled forward.
- All prices are stated in United States Dollars (USD / US$ / $), and are exclusive of all applicable taxes.
- The monthly serviceable hours are constituted of meetings, calls (online or offline), efforts against any deliverable, and/or any other effort against concurred deliverable for the client.
- It is the policy of the Customer and the Consultant to maintain as secret and confidential all information (i) relating to the products, components, programs and systems heretofore and hereto after acquired, developed/used by each of them, (ii) relating to pricing policy and financial data and (iii) relating to their respective clients, customers and employees (all such information hereinafter referred to as “confidential information”). Such confidential information is of great value to both the Customer and the Consultant. The information shall not be discussed with or shared with non-essential employees, or other individuals not in the employ of either party.
All services provided by either party to clients or customers of the other party will be on a one-to-one case basis. Direct contact with clients, customers or suppliers of the Consultant without written authorization, approval or consent is prohibited.
It is recognized that the services provided by each of the parties to the Strategic Alliance are special and unique, and that the reason thereof, of each of the parties hereto have acquired and will continue to acquire confidential information as aforesaid. It is reasonably necessary to protect the good will of each of the parties for each of them to agree that neither of them will, directly or indirectly (except when authorized by the Consultant):
- At any time during the strategic alliance or thereafter, divulge to any persons, firms or corporations, as the case may be, (hereinafter referred to collectively as “third parties”) or use or cause to authorize any third party to use, any such confidential information, which the parties know or should know regarded as confidential and valuable (whether or not any of the foregoing information is actually novel or unique or is actually known to others); or
- At any time during the strategic alliance and for a period of three (3) years after termination, neither party will solicit or accept or cause or authorize directly or indirectly to be solicited or accepted, for or on behalf of itself or third parties, any business from third parties who are at any time within three (3) years prior to the cessation of the strategic alliance hereunder, clients customers or competitors of the other party; or
- At any time during the strategic alliance and for a period of three (3) years after its termination, solicit or employ or cause or authorize directly or indirectly to be solicited or employed, for or on behalf of itself or any third party, any person or persons who are at any time within three (3) years prior to cessation of the strategic alliance employees or independent contractors of the other party;
- Upon the termination of the strategic alliance, each party shall forthwith deliver to the other party any and all drawings, notebooks, keys, data, programs or components and other documents and material in its possession or under its possession or under its control relating to any such confidential information or any discoveries or which is otherwise the property of the other party.
- The obligations of the parties hereto related to matters which are of special, unique and extraordinary character, which give them a unique value impossible of replacement by the Customer and its affiliates and for the loss of which the Customer and its affiliates, as the case may be, cannot be reasonably or adequately compensated damages. Accordingly, each party agrees that any breach, or attempted or threatened breach, of this Agreement by the other party or a third party would cause the Customer and its affiliates, as the case may be, irreparable injury for which there would be no adequate remedy at law. Therefore, the parties expressly agrees that upon the breach or attempted or threatened breach of this Agreement by either party, the other party shall be entitled to injunctive or other equitable relief to secure the enforcement hereof, in addition to any other legal or equitable relief to secure the enforcement hereof, in addition to any other legal or equitable remedies that may be available to (the Customer) and its affiliates, as the case may be.
- If either party shall subcontract all or any part of its duties under the strategic alliances, any subcontractor engaged by it shall agree to be bound by the terms of this agreement as it relates to its performance of such duties under the strategic alliances prior to commencement of such subcontract.
- This agreement shall not be assigned by either party hereto unless the other party shall agree in writing.
- This agreement constitutes the entire agreement of the parties and the terms and conditions stated herein supersede all prior agreement between the parties relating to the subject matter of this agreement.
- This agreement may be amended or modified only by a written agreement signed by both parties.
- If any legal action is necessary to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party is entitled.
- Any notices or report given by either party to the other party shall be made in writing to that party at the address provided by that party or to such address as shall be designated in writing from time to time by that party and shall be sent by personal delivery or certified mail, return receipt requested.
- It is understood and intended that each restriction mentioned in this Agreement shall be construed as separable and divisible from every other restriction, and that the unenforceability of any one restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced, in whole or in party, as the circumstances warrant.
- This agreement shall be governed by and construed in accordance with the laws of Islamic Republic of Pakistan.
PROPRIETARY INFORMATION AND INVENTIONS
- Consultant agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Customer’s business affairs, including its inventions, products, personnel, processes, projects, developments and plans are and shall be the property of the Customer, and Consultant will not disclose the same to unauthorized persons or use the same for any unauthorized purposes without written approval by an authorized representative of the Customer, either during or after the term of employment, until such time as such information has become public knowledge.
- Consultant agrees that all codes, files, letters, memos, reports, sketches, drawings, notebooks, or other written material containing matter of the type set forth in point 1 which shall come into Consultant’s custody or possession shall be and are the exclusive property of the Customer to be used by the Consultant only in the performance of Customer duties and that all such records or copies thereof in Consultant’s custody or possession shall be delivered to the Customer upon termination of this Consultantship.
- Consultant agrees that their obligation not to disclose or to use proprietary or confidential information of the types set forth in points 1 and 2 also extends to confidential or non-public information disclosed by or concerning clients, suppliers or other third parties of the Customer that were disclosed or entrusted to the Customer or Consultant during alliance.
- In addition to the foregoing, Consultant will not disclose to the Customer or induce the Customer or any other person or entity to use any confidential information or material in violation of the rights of the Customer or of any clients (former or current) of Consultant. Consultant acknowledges that the Customer does not want them to disclose any confidential information or materials obtained from a client, to the Customer or any of its employees, nor does the Customer want them to use such confidential information or materials in any work that they may perform for the Customer.
- Consultant further agrees that during the term of Agreement with the Customer and for one year after the termination thereof, they will not solicit or encourage employees or customers of the Customer to leave the Customer.
- Consultant hereby assigns and agrees to assign to the Customer, and acknowledge the Customer’s exclusive property rights (domestic and foreign) in and to, any and all Intellectual Property which during the term of the Agreement they may conceive, make, develop, author, first reduce to practice or work on, in whole or in part, solely or jointly with others; (a) which are not conceived, made, developed, authored or worked on entirely on their own time; or (b) which relate in any way to the Customer’s business; or (c) which relate in any way to the Customer’s actual or demonstrably anticipated research and development; or (d) which result in any way from my work for the Customer; or (e) for which the Consultant uses any of the Customer’s equipment, supplies, facilities, or confidential information.
- Consultant agrees to promptly cooperate with the Customer or its designee both during and after the term of Agreement, with respect to the procurement of patents, copyrights or other forms of protection for the establishment and maintenance of the Customer’s or its designee’s rights and interests in said Intellectual Property, and to assist in any proper way, including signing all papers, keeping of records and giving of evidence and testimony which the Customer may deem necessary or desirable, for the purpose of vesting the Customer or its designees with such rights or perfecting or enforcing such rights, the expense thereof to be borne by the Customer.
- Consultant undertakes that to the best of their knowledge, there are no other contracts in force that require them to assign Intellectual Property to any other person or entity that would conflict with any of their obligations under this Agreement.
- Consultant agrees that they will make no claim for pecuniary award or compensation, for any invention or discovery made or conceived by them, solely or jointly with others, during or under any contracts that the Customer has or may have pertaining to any work during the term of this Agreement.
- Both parties understand that their alliance with the other is at-will and nothing set forth in this Agreement shall prevent or limit the parties from terminating this Agreement at any time with a written notification and 30 days’ notice, and that they further understand that nothing contained herein creates any promise or expectation of continued Consultantship unless agreed in written.
- This Agreement supersedes all prior discussions, representations and understandings between the Customer and Consultant, hereto relating to subject matter hereof, and may not be waived or modified except by express written agreement executed between the two Parties.