This Agreement (“Agreement”) is entered into within 2023 (“Effective Date”) by and between “PARTICIPANT” and Paula Moore Ventures LLC, specifically on projects further developing or handling of intellectual property, written materials and concepts, marketing and business collateral, including but not limited to, videos, design, content of any kind, training materials and concepts, business products, services, entities, systems, sources, research methods, relationships and trade secrets owned, developed, created and operated by Paula Moore Ventures and CEO Paula Moore. This includes all business and projects related to Paula Moore Ventures, GREATERTHAN, a division of Company, (“PMV” or “Company”), and Paula Moore. PMV and Participant will sometimes be referred to individually as a “Party” and collectively as the “Parties”.
1. Ownership of Contacts and Material: All copies, materials, events and ideas created by PMV prior to or during any engagement introduced by Participant are the sole property and copyright of the PMV and shall not be used by Participant without PMV’s prior written consent. Participant will not copy, share or download any information, databases, contacts, emails, email addresses, business information obtained, introduced, accessed, or included in written or oral communications, business platforms contents and databases/ spreadsheets made available to them during the Term. Including, but not limited to, A&R INNOVATION LAB, Designer Distribution, Web3 Projects, A&R Scout Training Program by GREATERTHAN, PMV A&R Innovation Lab, A&R Marketing Launchpad, PMV A&R Innovation System, Artist Management Project, A&R Research Project, Music Makers Workshops, Artist Development Project, Exclusive Research Drops, Research Heatmaps, A&R Scout Launchpad, FoundFirst, and all identified and future Works In Progress.
PMV Ownership: Access to Confidential Assets and Information:
- Participant agrees to keep confidential all documents, accounts, email and verbal communications, passwords, login credentials, and only use official email accounts for all activity related to PMV account on the primary software in use, currently “Pipedrive”.
- Participant may not approach or pursue scouts, clients, sources, documented discoveries, or any other assets encountered during Term for any purposes unrelated to PMV business for unless written authorization is granted by Paula Moore Ventures CEO Paula Moore.
- Participant acknowledges that contribution to any PMV project does not include any rights to ownership or future considerations of any compensation or usage. PMV ownership includes research, outreach and internal communications, written or oral ideation, copywriting, pitch development, data and discovery research collection, and all content.
2. No Authority or Benefits
- No Authority to Bind Company. Participant acknowledges and agrees that Participant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.
- No Benefits. Participant acknowledges and agrees that Participant shall not be eligible for any Company employee benefits.
- Withholding; Indemnification. Participant shall have full responsibility for applicable withholding taxes for all compensation paid to Participant under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Participant’s self-employment, sole proprietorship or other form of business organization, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. Participant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Participant.
3. Nondisclosure and Disposal of Records: Participant agree to keep PMV business dealings confidential and not to disclose any information regarding the business venture, CEO Paula Moore, and all entities covered by this agreement to any other party without the advance written approval of Paula Moore. Participant agrees to discard, destroy, and dispose of all records, information, data, recordings, videos, content, documents and any assets owned by PMV following the termination of this agreement, parting of ways, or following six (6) months of non-communication or project engagement.
4. Conflicts of Interest: Both parties represent that they are free to enter into this agreement, and that this engagement does not violate the terms of any third-party agreements.
5. Non-Circumvention: During Term and for a period of twelve (12) months after the expiration or termination of this Agreement, Participant shall not at any time, without the prior written consent of PMV, attempt in any manner to deal - directly or indirectly - pursue or proposition - any business related contacts researched, updated or added, introductions, communications or in any way engaged with Participant for any professional purposes, other than on behalf of and in the interest of PMV or its business projects, products, services, initiatives, or entities, with any of the individuals or companies introduced in the project, Business Opportunity, or contact any of Company’s other existing clients or employees whom Participant meets through Company.
Participant’s pre-existing relationships or business contacts introduced or made available to PMV will be considered mutual connections following the expiration of the Term, and Participant will receive commissions on any deals paid according to the separate employment or project compensation agreement terms for up to one (1) year.
Name and Likeness: Participant acknowledges that all PMV marketing, business opportunities, projects, WIPs, programs, collateral, content and endeavors the Participant contributes to or creates in current or future initiatives, could include Participants name and likeness published and shared in consumer-facing marketing methods, partnership or other business opportunities, or in products promoted or sold by PMV at the sole discretion of the Company in perpetuity with no further communication, approval or compensation required to Parties following the delivery, verbal, visual, or written, of any contribution made by Participant.
6. Indemnity: Participant agrees to indemnify PMV against any liability, damages, costs and expenses, including reasonable attorneys' fees, resulting from participating in any PMV business initiatives, projects, works, products, marketing, business performances, partnerships or project engagements, or resulting from Participant's actions, gross negligence, or material breach of its representations or warranties herein.
7. Notices: All notices, requests and/or approvals to either Participant or PMV shall be in writing and delivered by hand, United States certified mail, private courier, or electronic mail.
If the foregoing accurately sets forth your understanding, please sign where indicated below and return one copy of this letter for our files. PMV Freelance, Employment, and Project Work discussions or agreements cannot commence until the signed copy is received.