NIVO INTERNATIONAL CORPORATION
WORK FOR HIRE / NONDISCLOSURE AGREEMENT
THIS AGREEMENT made and entered into this 10th day of December, 1999 by and
between Nivo International Corporation ("Nivo") and GENISYS Information Systems
Inc. ("Contractor").
WITNESSETH
WHEREAS, Nivo is an independent provider of educational and certification
testing products on desktop computer applications and, for example, is
authorized by Microsoft Corporation to conduct the Microsoft Office User
Specialist educational and certification examination program for the Microsoft
Office software products (the "MOUS Program") throughout the world; and
WHEREAS, the Nivo desires the Contractor to provide certain services; and
WHEREAS, Nivo and Contractor acknowledge that the work performed by
Contractor will be integrated into and to become part of certain proprietary
products owned by Nivo; and
WHEREAS, both Nivo and Contractor desire to set forth in writing the terms
and conditions of their dealings, relating to rights to MOUS examination
software, including all know-how, trade secrets, copyrights and patentable
inventions, customer information and reports, (hereafter referred to
collectively as the "Program Materials");
NOW THEREFORE, in consideration of the premises hereof and the mutual
covenants and conditions herein after set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Nivo and Contractor, intending to be legally bound, hereby agree as follows:
1. SERVICES
1.1 On the terms and conditions set forth in this Agreement, Nivo
hereby engages Contractor to perform the duties set forth in the attached
Exhibit A, and Contractor hereby accepts such engagement.
1.2 Nothing herein shall be deemed to preclude Nivo from retaining
the services of other persons or entities undertaking the same or similar
services as those undertaken by Contractor.
2. TERM. This Agreement shall terminate. one year from the date hereof
unless earlier terminated by either party upon 5 days' written notice to the
other party or extended by written agreement signed by both parties.
3. INDEPENDENT CONTRACTOR. Contractor agrees that it shall be acting as
an independent contractor and shall not be considered or deemed to be an agent,
employee, joint venturer, or partner of Nivo. Contractor shall have no authority
to contract for or bind Nivo in any manner and shall not represent itself as an
agent of Nivo or as otherwise authorized to act for on behalf of Nivo.
Contractor shall have no status as employee or any right to any benefits that
Nivo grants its employees.
4. COMPENSATION. Nivo agrees to pay Contractor in accordance with the
terms of Exhibit A.
5. OBLIGATION FOR EXPENSES. This agreement does not entitle Contractor
to any reimbursement of expenses, and Contractor shall bear sole responsibility
for any expenses it may incur at any time and in any connection with its
performance hereunder, except as described in Exhibit A.
6. OWNERSHIP OF PROGRAM MATERIALS.
6.1 Contractor agrees that all Program Materials, reports, and other
data or materials or generated or developed by Contractor under this Agreement
or furnished by Nivo to Contractor shall be and remain the property of Nivo.
Contractor specifically agrees that all copyrightable material generated or
developed under this Agreement shall be considered works made for hue and that
such material shall, upon creation, be owned exclusively by Nivo. Nivo shall be
entitled to obtain and hold in its name all copyrights in respect of such
materials.
6.2 If and to the extent Contractor may, under applicable law, be
entitled to claim any ownership interest in the data or materials generated or
developed by Contractor under this Agreement, Contractor hereby transfers;
grants, conveys, assigns, and relinquishes exclusively to Nivo all of the
Contractor's right, title, and interest in and to such materials under patent,
copyright, trade secret, trademark and other law, in perpetuity or for the
longest period otherwise permitted by law.
6.3 To the extent that any preexisting rights are embodied or
reflected in the data or materials generated or developed by Contractor,
Contractor hereby grants to Nivo the irrevocable, perpetual, non-exclusive,
worldwide, royalty-free right and license to (1) use, execute, reproduce,
display, perform, distribute copies of, and prepare derivative works based upon
such preexisting rights and any derivative works thereof and (2) authorize
others to do any or all of the foregoing.
6.4 Contractor hereby represents and warrants that it has full right
and authority to perform its obligations and grant the rights and licenses
herein granted, and that it has neither assigned nor otherwise entered into an
agreement by which it purports to assign or transfer any right, title; or
interest to any technology or intellectual property right that would conflict
with its obligations under this Agreement. Contractor covenants and agrees that
it shall not enter into any such agreements.
6.5 This Section 6 shall survive any termination of this Agreement.
7. CONFIDENTIAL INFORMATION--NONDISCLOSURE.
7.1 Contractor hereby agrees to keep confidential, and not use or
disclose to any person, all information, whether provided to Contractor in
writing or orally, about Nivo's products, services, product and service design,
marketing, accounting, information gathering techniques and methods, business
data, and customers, and all other information used or useful in Nivo's business
and not generally known to competitors of Nivo ("Confidential Information").
7.2 With respect to Confidential Information disclosed under this
Agreement, the party to whom the Information is disclosed shall have no
obligation to preserve the proprietary nature of any Information which: (a) was
previously known to such party free of any obligation to keep it confidential;
or (b) is or becomes publicly available by means other than breach of the
receiving party's obligation under this Agreement; or (c) is developed by or on
behalf of such party independent of any Information furnished under this
Agreement; or (d) is received from a third party whose disclosure does not, to
the receiving party's knowledge, violate any confidentiality obligation.
7.3 Any breach of Section 7.1 will cause substantial harm to Nivo's
business. In the event of a breach or a threatened breach of Section 7.1, Nivo
shall be entitled to temporary and permanent injunctive relief to restrain such
breach, and to any other appropriate equitable relief. Nothing herein shall be
construed as prohibiting Nivo from pursuing any other remedy available to it at
law or in equity for such breach or threatened breach.
7.4 Contractor shall upon the termination of this Agreement,
immediately deliver up to Nivo all Confidential Information received during the
term of the Agreement.
7.5 This Section 7 shall survive any termination of this Agreement
and Contractor's obligations with respect to Confidential Information
received during the term of the Agreement shall survive and continue for a
period of not less than three (3) years following the expiration or termination
of the Agreement.
8. RETURN OF MATERIALS. Upon the request of Nivo, but in any event upon
termination of this Agreement, Contractor shall surrender to Nivo all memoranda,
notes, records, drawings, manuals, computer software, and other documents or
materials (and all copies of the same) pertaining to the Program Materials,
reports, and other data or materials generated or developed by Contractor or
furnished by Nivo to Contractor.
9. SCOPE OF AGREEMENT. This Agreement is intended by the parties to be
the final expression of their agreement, and it constitutes the full and entire
understanding between the parties with respect to the subject hereof,
notwithstanding any representations, statements or agreements to the contrary
heretofore made. This Agreement may be amended only in writing signed by the
parties to this Agreement.
10. TERMINATION. In the event of termination under this Section 2 upon
five days' notice by either party prior to the expiration of the term hereof,
Nivo shall be obligated to compensate Contractor at the rate provided in Exhibit
A for the work completed prior to the notice of termination.
11. GOVERNING LAW. This Agreement is made under, and in all respects
shall be interpreted, construed, and governed by and in accordance with the
laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
CONTRACTOR: COMPANY:
GENISYS INFORMATION SYSTEMS, INC. NIVO INTERNATIONAL
By: /s/ Xxxxx Xxxxxxxx By:
----------------------------- ------------------------------
Xxxxx Xxxxxxxx, President
Date: December 10, 1999 Date:
Address for correspondence: Address for correspondence:
000 Xxxxx Xxxx Xxxx, Xxxxx 000 1317 East 000 Xxxxx
Xxxxxxx, XX 00000 Xxxx, Xxxx 00000
EXHIBIT A
to
Work for Hire Agreement
Dated December 10, 1999
between
Nivo Corporation and GENISYS
1. Contractors duties.
Review JTA survey comments and where appropriate, suggest
modifications/clarifications to Microsoft Project 2000 MOUS exam objectives no
later than November 246', 1999; write, per the instructions contained in the
Nivo Item Writer's Guide, and deliver to Nivo up to one hundred and ten (110)
original examination items, or questions, consisting of one, two and three
subparts, premised on three to five background files, no later than December 15,
1999; review and where appropriate, incorporate feedback from item reviewers by
dates to be specified by Nivo product management.
2. Remuneration.
For execution of the above duties, Nivo shall pay Contractor
six-thousand-two-hundred and fifty dollars ($6,250) upon completion of the first
draft of up to one-hundred and ten (110) original examination items. Following
review and finalization by Contractor of the examination items, Nivo shall pay
Contractor a second installment of six thousand two hundred and fifty dollars
($5,250) for a total contract value of twelve thousand five hundred dollars
($12,500).
