During the course of performance of this Agreement, whether before or after its signing, each party hereto may disclose to the other party certain confidential information including, without limitation, information of a financial or technical nature, or related to the party’s products and services, operations, clients and prospective clients, sales proposals, pricing data, know-how, design rights, trade secrets, market opportunities, operations management, information technology and other intellectual property, and/or business plans. Each party acknowledges and agrees that such confidential information is a valuable and unique trade secret belonging to the other party, and that each party has expended and will continue to expend substantial time, money, and effort developing such information. Each party agrees to maintain and protect such information in the strictest confidence, not to disclose such information to any third party without the other party’s prior written consent, and not to use such information other than for performing its obligations under this Agreement. Neither party will use the confidential information to the detriment of the disclosing party. Under no circumstances may disclosure of the information by one party to the other be construed as granting any rights to the recipient, by license or otherwise, to any of the disclosed information .Each party guarantees and assures that its employees, agents, subcontractors, or any other persons acting on its behalf (including the employees or independent contractors of such persons) will comply with this confidentiality obligation; and each party will be liable for any failure by such persons to comply with this confidentiality obligation.
During this engagement with muv and for a period of two years after its termination for any reason, you agree not to solicit, divert or take away, directly or indirectly, for yourself or any other business, any muv client or prospective client. For purposes of this Agreement, “prospective client” includes any client being solicited by muv at the time of this engagement’s termination. Also, during this engagement with muv and for a period of one year after its termination for any reason, (a) you agree not to recruit or attempt to recruit, hire or attempt to hire, directly or indirectly, for yourself or any third party any muv employee or independent contractor, and (b) you agree not to solicit, divert or take away, or attempt to solicit, divert or take away, directly or indirectly, any muv client, prospective client, or client-related business in existence at the time of this engagement’s termination, either for yourself or any third party.
You agree to indemnify, defend, and hold harmless muv, its directors, officers, employees, and agents from and against any claim, liability or potential liability, demand, action, suit, proceeding, judgment, damage, loss, cost, expense, including attorneys’ fees and expenses, attributable in whole or in part to (a) your failure to perform this Agreement in accordance with its terms, and/or (b) any bodily injury or death, or any damage to or destruction of property (including loss of use thereof) caused by, arising out of, or resulting from negligence, fault, or omission by you, your employees, your subcontractors, suppliers.
You are at all times under this Agreement an independent contractor, and you will not be and will not represent yourself to be an agent, joint venturer, partner, owner, or employee of muv or to be related to muv other than as an independent contractor. No representation may be made by you nor act done by you which could establish any apparent relationship of agency, joint venture, partnership, or employment with muv. Similarly, neither muv nor you will be bound in any manner whatsoever by any agreement, guarantee or representation made by the other party to any person or by any action taken by the other party. muv will not withhold or pay any federal, state, or local employee-related taxes from payments made to you pursuant to this Agreement; all such taxes are your sole obligation.
By signing this Agreement you agree that muv may in its sole, reasonable discretion require you to institute drug/alcohol testing other than as described by you on your application.
You may not assign this Agreement or any payments due or to become due hereunder. You may not use subcontractors, independent contractors, or other so-called farm-out providers to perform the work under this Agreement.
Welcome to the muv provider network. By joining our network you are agreeing to adhere to the below Service Delivery Standards.
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