This consulting services agreement is between MARIANO RUFFINO, a(n) Nevada Limited Liability Company (the "Company") and RUFFINO SCHOOL OF POOL, a{n) Nevada Limited Liability Company (the "Consultant").
The Company is in the business of Pool equipment, consulting, and instructional certificates and wants to engage the Consultant to Service quotes, or recommendations, consulting on upgrades of equipment and training, Specifically, the Cornpany wants the Consultant to do the following: lt's a two-part one is a two day class, which is required by certain counties to operate a commercial pool.
The Consultant has performed the same or similar activities for others.
The parties therefore agree as follows:
The Company retains the Consultant to provide, and the Consultant shall provide. the services described in Exhibit A (the "Services").
Without limiting the scope of Services described in Exhibit A, the Consultant shall:
The Consultant shall perform the Services in accordance with standards prevailing in the Company's industry, and in accordance with applicable laws, rules, or regulations. The Consultant shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
The Company shall make timely payments of amounts earned by the Consultant under this agreement and notify the Consultant of any changes to its procedures affecting the Consultant's obligations under this agreement at least 30 days before implementing those changes.
This agreement will become effective as described in section 21. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Consultant has been paid in full for those Services (the "Term").
This agreement may be terminated:
or
After the termination of this agreement for any reason, the Company shall promptly pay the Consultant for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.
The Company shall pay the Consultant in accordance with Exhibit A.
No payment will be payable to the Consultant under any of the following circumstances:
or
The compensation set out above and in Exhibit A will be the Consultant's sole compensation under this agreement.
Any ordinary and necessary expenses incurred by the Consultant or its staff in the performance of this agreement will be the Consultant's sole responsibility
The Consultant is solely responsible for the payrnent of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for those taxes.
The Consultant has no claim against the Company under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
Attached as Exhibit B to this agreement is a list of all intellectual property that the Consultant made before its agreement with the Company (the "Prior lnventions") that belong to the Consultant, that relate to the Company's proposed business, products, or research and development, and that are not assigned to the Company under this agreement. lf no list is attached, the Consultant represents that there are no Prior lnventions, lf disclosure of a Prior lnvention would cause the Consultant to violate an existing confidentiality agreement, the Consultant may not list the Prior lnvention in Exhibit B but shall instead provide the name of the invention,a list of the party or parties to which it belongs, and an explanation of why full disclosure was not given, A space is provided in Exhibit B for this purpose, lf in the course of providing services to the company, the Consultant incorporates into a Company product, process, or machine a Prior lnvention owned by the Consultant or in which the consultant has an interest, the company will be granted and have a nonexclusive, royalty-free, irrevocable, perpetual, worldwidelicensetomake, havemade, modify, use, and sell that Prior lnvention as part of or in connection with that product, process, or machine'
The Consultant has no right or interest in any workor product resulting from the Services the Consultant performs for the Company, or any of the documents, reports, or other materials the consultant creates in connection with those services (collectively, the "Company lnventions"), and has no right to or interest in any copyright to the company lnventions. The Company lnventions have been specially commissioned or ordered by the Company a5 ,'work' made-for-hire,'. as that term is defined in the united states copyright Act, and the company is therefore the author and the owner of all copyrights in the Company lnventions'
The consultant shall promptly disclose in writing to the company all company lnventions that the consultant has authored, made, conceived, or first actually reduced to practice, alone or jointly with others,
If the Company lnventions or any parts of those are deemed not to have been worksmade for hire, the Consultant here by assigns to the Company all interest the consultant may have in the company lnventions, including all copyrights, publishing rights, rights to use, reproduce, and otherwise exploit the company lnventions in all formats or media and all channels, whether now known or created in the future.
Patent and copyright registrations are crucial for protecting the intellectual property of a company. The consultant is tasked with aiding the company, or its designee, in securing the company's rights in inventions and copyrights, patents, mask work rights, or other intellectual property rights associated with these inventions globally. This includes providing all necessary information and data, as well as signing applications, specifications, oaths, assignments, and other required instruments, as deemed necessary by the company. The consultant is obligated to apply for and obtain these rights and assign them to the company, its successors, assigns, and nominees. Additionally, the consultant is expected to sign or facilitate the signing of relevant instruments or papers even after the termination or expiration of the agreement, if within their power. In such cases, the company agrees to compensate the consultant at a reasonable rate for the time spent. In situations where the company is unable to obtain a signature for the application or pursuit of patents or copyright registrations, the consultant authorizes the company and its duly authorized officers and agents to act as the consultant's agents and attorneys in fact. This empowers them to sign and file the applications and perform all other legally permissible acts to advance the prosecution and issuance of patents or copyright registrations, with the same legal validity as if executed by the consultant.
The Consultant may use, reproduce, and distribute the Company's service marks, trademarks, and trade names (if any) (collectively, the "Company Marks") in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks, The Consultant may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's interest in the Company Marks. The Consultant may not cause diminishment of value of the Company Marks through any act or representation. The Consultant may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise, At the expiration or earlier termination of this agreement, the Consultant will have no further right to use the Company Marks, unless the Company provides written approval for each such use.
During the Term, the Consultant may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure. ought to be treated as confidential by the Consultant ("Confidential lnformation"). Confidential lnformation includes information relating to the Company or its current or proposed business, financial staternents, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Consultant will treat the Confidential lnformation as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. ln addition, the Consultant shall use due care and diligence to prevent the unauthorized use or disclosure of such information
The obligations and restrictions in subsection (a) do not apply to that part of the Conf idential lnformation :
Money damages may not be a sufficient remedy for any breach of this section by the Consultant and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.
The Contractor shall not be required to provide regular reports to the Company.
During the Term, the Consultant is free to engage in other independent contracting activities, except that the Consultant may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Consultant's obligations or the scope of Services to be rendered for the Company under this agreement.
Within 2 days of the expiration or earlier termination of this agreement, the Consultant shall return to the Company, retaining no copies or notes, all Company products, samples, models, property, and documents relating to the Company's business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Consultant during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company's business, whether prepared by the Consultant or by others, remain the Company's exclusive property.
At all times after the effective date of this agreement, the Consultant shall indemnify the Company from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that the Company may incur and that arise from:
At all times after the effective date of this agreement, the Company shall indemnify the Consultant from all Claims that the Consultant may incur arising from:
A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Maieure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
The laws of the state of Nevada govern this agreement (without giving effect to its conflicts of law principles).
Both parties consent to the personal jurisdiction of the state and federal courts in Washoe County, Nevada.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its a uthorized representative.
Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection
Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
If a purported assignment or purported delegation is made in violation of this section, it is void
The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
A party shall address notices under this section to a party at the following addresses:
If to the
Company:
Mariano Ruffino
Mariano Ruffino lead instructor
63 Rook CT
Spanish Springs, Nevada
89441
Mruffin02023@outlook.com
If to the Consultant:
Ruffino school of pool
Commercial CPO
Instructor
63 Rook CT
Spanish Springs, Nevada 89441
Mruffin02023@outlook.com
A notice is effective only if the party giving notice complies with subsections and if the recipient receives the notice,
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies,
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement.
Except as set forth expressly in this agreement, there are no conditions precedent to this agreementls effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.