1. Intellectual Property Rights
- Retained Rights. Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.
- Pre‐Existing Intellectual Property. Lizonka Novels will not use any third party Pre‐Existing Intellectual Property in connection with this Contract unless Lizonka Novels has the right to use it for Customer’s benefit. If Lizonka Novels is not the owner of such Pre‐Existing Intellectual Property, Lizonka Novels will obtain from the owner any rights as are necessary to enable Lizonka Novels to comply with this Contract.
Lizonka Novels grants Customer a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in Lizonka Novels and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.
- Ownership of Deliverables. Subject to Lizonka Novels and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Customer, and Lizonka Novels hereby assigns such rights to Customer. Lizonka Novels agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Lizonka Novels for additional compensation and without challenge, opposition or interference by Lizonka Novels and Lizonka Novels will, and will cause each of its Personnel to, waive their respective moral rights therein. Lizonka Novels will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
- No Rights to Customer Intellectual Property. Except for the limited license to use materials provided by Customer as may be necessary in order for Lizonka Novels to perform Services under this Contract, Lizonka Novels is granted no right, title, or interest in any Customer Intellectual Property.
- Confidential Information. For purposes of this Terms, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Lizonka Novels hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.
- Customer Confidential Information. The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. Lizonka Novels will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
- Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
- Right to Disclose. With respect to any information, knowledge, or data disclosed to Customer by Lizonka Novels, Lizonka Novels warrants that the Lizonka Novels has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Lizonka Novels must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.
3. Conflict of Interest
- Lizonka Novels represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Lizonka Novels is bound. Lizonka Novels shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Lizonka Novels or which is detrimental to Customer’s business interests.
Rights to Terminate
- Customer may terminate this Contract and/or an individual project for its convenience upon prior written notice to Lizonka Novels. However, any down payments already made will not be refunded.
- Lizonka Novels may terminate this Contract any time upon thirty days prior written notice for any reason. If the Customer had made any down payments, full or partial refund may be given to the Customer, depending on how much progress Lizonka Novels has already made on the beta reading. Final amount of refund will be negotiated through email.
- Customer may terminate this Contract and/or any open projects immediately for cause if Lizonka Novels fails to perform any of its obligations under this Contract or if Lizonka Novels breaches any of the warranties provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within ten (10) calendar days (unless extended by Customer) following notice by Customer. Customer shall be entitled to seek and obtain all remedies available to it in law or in equity.
- Upon termination of any project or work given Lizonka Novels hereunder, Lizonka Novels will immediately provide Customer with any and all work in progress or completed prior to the termination date. As Customer’s sole obligation to Lizonka Novels resulting from such termination, Customer will pay Lizonka Novels an equitable amount as determined by Customer for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.
- Upon termination or expiration of this Contract or a project performed by Lizonka Novels hereunder, whichever occurs first, Lizonka Novels shall promptly return to Customer all materials and or tools provided by Customer under this Contract and all Confidential Information provided by Customer to Lizonka Novels.
- Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.
Lizonka Novels warrants that:
- the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,
- it will perform the Services hereunder in a professional and workmanlike manner,
- if Customer has set a deadline, Lizonka Novels will fulfill the service on or before the set date.
- it has all rights to enter into this Contract and there are no impediments to Lizonka Novels’ execution of this Contract or Lizonka Novels’ performance of Services hereunder.
6. Limitation of Liability
- EXCEPT AS SET FORTH IN THIS SECTION BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
- NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO CONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS.
7. Inspection and Acceptance
- If Lizonka Novels fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Customer to be sufficient to ensure future performance of the project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the services or subcontract to another beta reader to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Lizonka Novels and/or (b) terminate the project and/or this Contract for default.
- Assignment. Lizonka Novels shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.
- Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of [State] , excluding its choice of law rules.
- Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.
- Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Lizonka Novels and Customer. Customer and Lizonka Novels agree that Lizonka Novels is, and at all times during this Contract shall remain, an independent contractor.
- Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Lizonka Novels and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Lizonka Novels.