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1 - Nondisclosure of Confidential Information

  1. The Subcontractor shall strictly maintain the confidentiality of any and all projects and/or business information in any form or format relating to ScienceDocs and/or a Client of ScienceDocs that is known to be confidential or proprietary, or which is clearly marked as such. All information will be held in confidence by the Subcontractor and will not be disclosed or used by the Subcontractor, not limited to, policies and procedures, trade secrets, techniques, project details they may come in contact with in the course of time the Contractor is working under contract with ScienceDocs; except to the extent that such disclosure or use is reasonably necessary to the performance of the Subcontractor's Work in relation to the Client and/or ScienceDocs.
  2. All personal information relating to the Subcontractor that is known to be confidential or proprietary, or which is clearly marked as such, shall be handled in accordance with all applicable privacy laws, rules and regulations by ScienceDocs and will not be disclosed in any way without prior authorization by Subcontractor.

2 - Non-Solicitation

  1. Any Client of ScienceDocs or
  2. Any current Client prospect of ScienceDocs for whom Subcontractor directly or indirectly assisted in the preparation or submission of a proposal made by ScienceDocs to such Client prospect during the one-year period preceding the Subcontractor's cessation of work.
This Non-Solicitation agreement is not designed to prevent Subcontractor from directly working with large companies (e.g. Merck, UCLA, etc.) if Subcontractor previously worked with said large institution through ScienceDocs. This agreement only pertains to direct points of contact and local colleagues in a given department with whom Subcontractor had previous contact.
The Subcontractor agrees that during the period of engagement and for a period of three (3) years thereafter, the Subcontractor will not, directly or indirectly, and in any capacity whatsoever, perform or solicit the performance of service which are similar to or competitive with services of the type performed or offered by ScienceDocs to:

3 - Non-Compete

The Subcontractor agrees that during the period of engagement with ScienceDocs and for a period of two (2) years following the termination of their engagement, they shall not, without prior written consent from ScienceDocs:

Engage in or provide services to any business or entity that directly competes with ScienceDocs in the provision of services similar to those offered by ScienceDocs, including but not limited to grant writing, proposal preparation, or regulatory document development.

Develop or assist in the development of any projects, materials, or methodologies that are similar to or derived from the proprietary services, processes, or intellectual property of ScienceDocs. Work directly or indirectly with any client or client prospect of ScienceDocs, as defined in the Non-Solicitation section, in a manner that could reasonably be seen as competitive with the services provided by ScienceDocs.

This Non-Compete agreement shall apply to any services or projects the Subcontractor worked on during their engagement with ScienceDocs and shall extend to all related intellectual property, techniques, and proprietary methods developed during such time.

This restriction is not intended to prevent the Subcontractor from engaging in their general profession or trade, provided such activities do not conflict with the terms outlined herein.

4 - Services

  1. The Subcontractor understands and agrees to perform the services contracted for in the same manner and to the same extent that ScienceDocs is bound to the Client to perform such services.
  2. ScienceDocs and/or the Client may observe, monitor, and document the Subcontractor’s performance, and acknowledge receipt of services or materials during the course of the work. Such activities by ScienceDocs and/or the Client shall not be deemed supervision, direction, acceptance, or control of the Subcontractor’s work, nor alter the Subcontractor’s obligation agreed upon via email, phone call, conference call or any type of form of communication used by either party.
  3. The Subcontractor shall promptly deliver to ScienceDocs, upon request, any and all project-related information including, but not limited to, written reports, field reports, memoranda, contract reports, backup documentation, artifacts, samples and any other data or documentation generated or develop pursuant to this Agreement.
  4. The Subcontractor shall not sub-subcontract, let or assign any of the work to be performed by it under this Subcontract Agreement without the prior written consent of ScienceDocs and/or the Client as may be required. The Subcontractor agrees to provide any such ScienceDocs-approved sub-subcontractor or successor Subcontractor with a copy of this Subcontract Agreement with an understanding that the sub-subcontractor or successor Subcontractor agree to be bound and subject to the terms and conditions of this Subcontract Agreement.
  5. All communication between the Subcontractor and the Client shall be solely conducted as a representative of ScienceDocs after the consent and/or direction of the Project Manager; and all information exchanged in such occurrence shall be made aware to the ScienceDocs’ Project Manager.
  6. In an effort for transparency, ScienceDocs reveals detailed biography pages for Subcontractors along with names. Therefore, clients often do side searches to work with the Subcontractor directly. Subcontractor shall have a system in place whereby when a prospective client makes contact through social media or another avenue, this person is asked where the subcontractor was found. If through ScienceDocs, the Subcontractor will instruct this prospective client to go back to ScienceDocs and mention their name as the preferred consultant.

5 - Remedies

  1. In the event of any breach or failure by the Subcontractor to perform under this Agreement, ScienceDocs shall be entitled to avail itself of any and all of the following remedies:
    1. ScienceDocs may reject services provided by the Subcontractor which are not in conformance with the project/job requirements;
    2. ScienceDocs may suspend or stop performance of any and all services under this Agreement;
    3. ScienceDocs at its discretion, may complete the work or retain the services of a third party to complete the work;
  2. In the event of a breach of this Agreement, ScienceDocs shall have, in addition to any and all remedies of law, the right to seek an injunction, specific performance, or other equitable relief to prevent the violation of the Subcontractor’s obligations.

6 - Completeness of Agreement

This Agreement is the complete and exclusive statement of the Agreement between ScienceDocs and the Subcontractor and supersedes all prior written and oral communications and Agreements relating to the disclosure of Confidential Information. This Agreement binds the parties, their heirs, assigns, and legal representatives. This Agreement may be executed by facsimile or electronic scanning. Both parties agree that facsimile or electronic copies of signatures have the same effect as original signatures.

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