BUSINESS OWNERS’ AGREEMENT
THIS BUSINESS OWNERS AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of the date that the first service is rendered (hereinafter referred to as the “Effective Date”), by and between De West Wind NIGERIA the owners of Kraft9ja (hereinafter referred to as the “Company”), and BUSINESS OWNERS to provide services to their various customers (hereinafter referred to as the “Business Owners”).
RECITALS
WHEREAS THE Company considers Business Owners qualified to perform certain services required by and for the benefit of the Company;
WHEREAS Company wishes to show Business Owners in its platform to perform such services in the capacity of Business Owners; and
WHEREAS Business Owners wish to perform such services in exchange through the platform of Kraft9ja for the subscriptions as set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, Company and Business Owners hereby agree as follows:
TERMS
WORK TO BE PERFORMED
Business Owners shall perform the following services for the Company’s benefit using their platform to source for customers and provide them services for which the Business Owners Company are competent.
COMPENSATION
The Business Owners shall pay subscriptions to the Company in consideration for having access to various customers through the platform. The Company may from time to time may collect money for the services render by the Business Owners to customers. Such money collected shall be remitted to the Business Owners bank accounts once a week after the Company has collected some charges for such transactions.
TERM
The Business Owners shall only provide the services for which they are specialized as specified under their trade or profession.
BUSINESS OWNERS RELATIONSHIP
The Business Owners relationship with Company is that of an Business Owners, and nothing in this Agreement is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship. Business Owners will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Business Owners is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by Company. Business Owners is sorely responsible for the working tools needed to provided services to their customers. The expenses incurred through the use of such tools is an exclusive responsibility of the Business Owners.
CONFIDENTIALITY
Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property and Company’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Business Owners and that Company has received from others that Company is obligated to treat as confidential or proprietary.
Nondisclosure and Non-Use Obligations. Except as permitted in this Section, Business Owners shall not use, disseminate, or disclose the Confidential Information. Business Owners may use the Confidential Information solely to perform the services specified hereunder for the benefit of the Company. Business Owners shall treat all Confidential Information with the same degree of care as Business Owners according to Business Owners own confidential information, but in no case shall Business Owners use less than reasonable care. If Business Owners is not an individual, Business Owners shall close Confidential Information only to those of Business Owners employees who need to know such information. Business Owners certifies that each such employee will have agreed, either as a condition of employment or ent or to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Business Owners under this Agreement. Business Owners shall immediately notify the Company of any unauthorized use or disclosure of the Confidential Information. Business Owners shall assist the Company in remedying any such unauthorized use or disclosure of Confidential Information. Business Owners agrees not to communicate any information to Company in violation of the proprietary rights of any third party.
Exclusions from Nondisclosure and Nonuse Obligations. Business Owners obligations under Section 5(b) (Nondisclosure and Nonuse Obligations) shall not apply to any Confidential Information that Business Owners can demonstrate (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Business Owners by Company through no fault of Business Owners; (b) was rightfully in Business Owners possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Business Owners by Company; or (c) was developed by employees of Business Owners independently of and without reference to any Confidential Information communicated to Business Owners by Company. A disclosure of any Confidential Information by Business Owners (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Business Owners shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.
OPPORTUNITY TO CURE
If either party to this Agreement materially breaches this Agreement or any material clause hereunder, the parties shall have a period of seven (7) days to cure the breach upon written notice of the breach from the non-breaching party.
OBSERVANCE OF COMPANY RULES
At all times while on the Company’s premises, Business Owners will observe the Company’s rules and regulations concerning t to the conduct, health, safety and protection of persons and property.
OWNERSHIP OF WORKS CREATED
Business Owners shall have no right to use any trademarks or proprietary marks of the Company without the express, prior written consent of the Company regarding each use, except as otherwise set forth herein.
NO CONFLICT OF INTEREST
During the term of this Agreement, Business Owners will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Business Owners’ obligations, or the scope of services to be rendered for Company, under this Agreement. Business Owners warrants that, to the best of Business Owners knowledge, there is no other existing contract or duty on Business Owners part that conflicts with or is inconsistent with this Agreement. Business Owners agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Business Owners of any services agreement with any third party.
NON-SOLICITATION
During this Agreement, and for a period of three (3) years immediately following the termination or expiration of this Agreement, Business Owners agrees not to solicit or induce any employee or Business Owners to terminate or breach any employment, contractual or other relationship with Company.
GENERAL PROVISIONS
Successors and Assigns: Business Owners may not subcontract or otherwise delegate Business Owners obligations under this Agreement without Company’s prior written consent. Subject to the foregoing, this Agreement will be for the benefit of Company’s successors and assigns and will be binding on Business Owners assignees.
Injunctive Relief: Business Owners obligations under this Agreement are of a unique character that gives them particular value; Business Owners breach of any of such obligations will result in irreparable and continuing damage to Company for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).
Notices: Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; (d) by electronic mail, upon acknowledgement of receipt or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.
Governing Law: This Agreement shall be governed in all respects by the laws of the Federal Republic of Nigeria
Severability: If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
Waiver; Modification: If Company waives any term, provision or Business Owners breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by Company. No waiver by a party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Business Owners. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties.
Acceptance: Once a Business Owners accepts to provide a service such service will be carried out without cancellation except with a reasonable cause.
Entire Agreement: This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral.