Cooperation Terms

Last updated on 08/07/2024

1. Application

1.1 These Cooperation Terms (referred to as the "Terms") govern the collaboration between Menestios Limited, 5-9 Main Street, GX1 11AA, Gibraltar (hereinafter referred to as the "Company"), and any individual or entity entering into the Agreement for service provision (the "Agreement"). These Terms constitute an integral component of the Agreement.

1.2 All individuals and entities entering into the Agreement with the Company (referred to as "Contractors") acknowledge that they have:
Familiarized themselves with the provisions of these Terms and fully comprehend their contents.
Accepted that these Terms apply comprehensively to them.
Understood that any breach of these Terms may lead to termination of their collaboration with the Company and/or legal liability under applicable laws.

1.3 The term "Parties" within these Terms shall encompass individuals and entities entering into the Agreement that incorporates these Terms (i.e., the Company and the Contractor).

1.4 The Company reserves the right to modify these Terms, provided such modifications are relevant to the subject matter of the Agreement and the Terms themselves. Such amendments shall be binding upon the Contractor.

1.5 If the Contractor objects to any amendments to these Terms, they shall promptly terminate the Agreement and undertake all necessary actions associated with such termination.

2. Confidentiality

2.1 "Confidential Information" refers to all information disclosed by the Company to the Contractor, whether verbally or in writing, including but not limited to:

- The Agreement and its Terms, encompassing their existence and conditions.
- Information concerning the Company’s business, finances, clients, personnel, strategies, and plans.
- Information developed, received, created, or altered by the Contractor while performing services under the Agreement.
- Any information explicitly designated as confidential by the Company.

2.2 The Contractor agrees to maintain strict confidentiality and refrain from disclosing any Confidential Information to third parties without the prior written consent of the Company.
2.3 The obligations in Section 2.2 do not apply to information that:
Is already publicly known through no fault of the Contractor.
Must be disclosed under law or a valid court order, provided that the Contractor promptly informs the Company and makes reasonable efforts to secure confidential treatment.

2.4 The Contractor may disclose Confidential Information to its employees, agents, or contractors with a need to know such information for performing services under this Agreement, provided they are bound by confidentiality obligations at least as stringent as those herein. The Contractor remains fully responsible for any breach of confidentiality by its employees, agents, or contractors.

2.5 Upon termination of the Agreement or at the Company’s request, the Contractor shall promptly return all Confidential Information in its possession to the Company.

2.6 The Contractor shall implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, use, or destruction.

3. Non-Compete & Non-Solicitation

3.1. During the Non-Compete Period, which spans 2 (two) years following termination of the Contractor’s engagement with the Company, the Contractor agrees not to engage in competition with the Company’s business (products, services) in operational areas. If the Company terminates the Contractor’s engagement without cause, the Non-Compete Period is reduced to 1 (one) year.

3.2 This includes activities such as working for competitors, soliciting the Company’s clients or staff, or utilizing confidential information belonging to the Company.

3.3 The Contractor must disclose to the Company any investments in, or executive roles with, competitors.

4. Intellectual Property Rights

4.1 "Intellectual Property (IP)" encompasses patents, copyrights, trademarks, trade secrets, and inventions. "Relevant IP" refers to IP generated by the Contractor during their cooperation with the Company.

4.2 All Relevant IP rights are assigned to the Company by the Contractor.

4.3 Regarding Relevant IP, the Contractor shall:
- Assist the Company in securing IP protection (e.g., patents, trademarks).
- Maintain confidentiality of the Company’s IP for 2 years post-termination.
- Deliver all documents and materials pertinent to Relevant IP to the Company.

4.4  Compensation for Relevant IP is included in the Contractor’s fees.

5. Anti-Bribery and Corruption

5.1 The Contractor is strictly prohibited from offering, promising, giving, authorizing, or accepting bribes, directly or indirectly.

5.2 Hospitality, entertainment, or gifts must be reasonable and not aimed at influencing business decisions.

5.3 The Contractor must promptly report any suspected or confirmed incidents of bribery or corruption to the Company.

6. Prohibited Jurisdictions / Territories

6.1 Contractors from the following jurisdictions / territories are prohibited from providing services to the Company: Crimea/Sevastopol and other Ukrainian occupied territories, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and other jurisdictions / territories under international sanctions imposed by the USA, EU, or UN.

7. Anti-Money Laundering and Terrorist Financing (AML/CFT) Measures 

7.1 The Contractor is committed to preventing money laundering and terrorist financing, including:

- Collecting and verifying essential information about counterparties, including legal entities and sole proprietors.

- Conducting background checks through government registries and sanctions lists to avoid relationships with entities on the FATF blacklist (DPRK, Iran, Myanmar), sanctioned individuals or organizations, entities involved in high-risk activities (e.g., trafficking, weapons trade), and entities offering forged documents or associated with criminal activities.

8. Personal Data Processing

8.1 The Contractor grants explicit consent for the Company to process its personal data in line with applicable data protection laws and regulations.

8.2 The Company processes the Contractor’s personal data for various purposes, relying on contractual performance, legal compliance, and legitimate interests.

8.3 The Company may transfer the Contractor’s data to third-party processors and other countries solely for the aforementioned purposes, ensuring compliance with applicable data protection laws and adequate data security measures.

8.4 The Contractor retains various rights regarding personal data, including access, correction of inaccurate or incomplete data, deletion under certain circumstances, restricting or objecting to processing based on legitimate grounds, data portability, withdrawal of consent, and the right to lodge a complaint.

9. Responsibility for Breach

9.1 The breaching party shall compensate the other party for damages and legal costs incurred due to the breach.

10. Termination and Survival

10.1 The Agreement is indefinite but may be terminated upon notice. Certain clauses (Confidentiality, Non-Compete & Non-Solicitation, IP) survive termination.

11. Contractor Compliance

11.1 The Contractor must obtain necessary permits, pay taxes, and comply with applicable laws.

12. Rights and Remedies

12. 1 The remedies provided in the Agreement are supplementary to, not exclusive of, legal rights and remedies.

13. Severability

13. 1 If any provision is deemed unenforceable, the remaining provisions shall remain valid. The Parties will endeavor to amend the unenforceable provision in good faith.

14. Assignment

14. 1 The Company may assign its rights under the Agreement with prior written notification to the Contractor.

15. Governing Law and Dispute Resolution

15.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions. Any disputes arising from this Agreement, including those concerning validity, interpretation, or enforcement, shall be resolved by the London Court of International Arbitration.

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