Terms and Conditions for Contractors

Any contractor who accepts work from Retro Digital Ltd. is automatically bound by the following:

Definitions

(a) “Confidential Information” means non-public information that Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, information in tangible or intangible form relating to released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, sales statistics, customer information and any information received from others that Disclosing Party is obligated to treat as confidential.

“Confidential Information” shall not include any information that:
is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party;
became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party;
became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party;
is independently developed or acquired by Receiving Party; or
constitutes feedback (see section 4 of this Agreement).

(c) Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.

(d) The term “Residuals” means information in non-tangible form, which may be retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.

Obligations Regarding Confidential Information
The Receiving Party shall:

(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties, with the exception of its Subcontractors, for ten (10) years following the date of its disclosure by the Disclosing Party to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement.

(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information of the Disclosing Party.

(iii) Refrain from disclosing, reproducing, summarising or distributing Confidential Information of the Disclosing Party except in pursuance of the Receiving Party’s business relationship with the Disclosing Party, and only as otherwise provided hereunder. The Receiving Party agrees to segregate all such Confidential Information from the confidential information of others in order to prevent commingling.

(iv) Refrain from reverse engineering, decompiling or disassembling any software and/or pre-release hardware devices disclosed to the Receiving Party under this Agreement, except as expressly permitted by law or specifically authorised by Disclosing Party. In addition, the Receiving Party may not unlawfully copy or distribute any such software.

The Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided the Receiving Party either;
gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or
obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set out in sub-section (i) of this Section 2(b).

The Receiving Party may disclose Confidential Information only to the Receiving Party’s employees or consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written non-disclosure agreements with its employees, sub-contractors and consultants sufficient to enable it to comply with all the provisions of this Agreement.
The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information, or any other breach of this Agreement by the Receiving Party, its employees or consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.
The Receiving Party shall, at the Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at the Disclosing Party’s option, certify destruction of the same.

Rights and Remedies

The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Suggestions and Feedback

Either party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter “Feedback”). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party’s consent. The Receiving Party will not give Feedback that is subject to license terms that seek to require any Disclosing Party product, technology, service or documentation incorporating or derived from such Feedback, or any Disclosing Party intellectual property, to be licensed or otherwise shared with any third party. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party’s obligations hereunder with respect to Confidential Information of the other party.

Obligation

(a) The Contractor is not obliged take any work they are not able to do.

(b) Retro Digital is also not obliged to send the contractor regular amounts of work, and the Contractor accepts that there may be periods with little to no work from Retro Digital.

Quality

(a) The Contractor must take all possible measures to ensure the quality of work delivered is of a usable standard.

(b) Should the Contractor not have the right skillset to carry out a particular job, Retro Digital must be informed immediately so that a replacement can be found.

(c) The Contractor may only use experienced marketing professionals on projects for Retro Digital, and care must be taken to avoid a literal translation at all costs.

(d) Should the work delivered be deemed substandard, the Contractor must provide editing/mistake correction free of charge within a maximum of 24 hours.

(e) Due to the nature of marketing, should a deliverable be deemed unusable, a 100% discount must be given. Retro Digital also has the right to claim direct and indirect damages against the Contractor in the case of bad quality deliverables.

Deadlines

(a) All deadlines must be confirmed in writing by the Contractor.

(b) All deadlines are classed as final, and any delays must be agreed in writing before the deadline.

(c) Should a deadline be missed, the Contractor accepts that payment for the particular project will be forfeited, unless said delay is agreed in writing beforehand. Retro Digital also has the right to claim direct and indirect damages against the Contractor for any repercussions caused by a late delivery.

Non-compete

(a) The Contractor is not permitted to contact any of Retro Digital’s clients without prior written consent.

(b) The Contractor is not permitted to enter into any form of business relationship with any of Retro Digital’s clients.

(c) Should the Contractor breach any of the above clauses, the Contractor will be subject to a 20,000 EURO fine per breach of contract, which must be paid within 14 days of said breach.

(d) The abovementioned clauses will survive past the duration of this contract.

Payment

(a) The Contractor must send a quote for every project, which must be approved by Retro Digital before any work on the project commences.

(b) One invoice must be submitted at the end of every calendar month, including all jobs done by the Contractor for that month. Invoices must not contain any jobs that were not invoiced from previous months without prior written consent from Retro Digital.

(c) All invoices must be emailed to sarah@retro-digital.com 6 days after the end of the month. Should invoices be submitted late, Retro Digital has the right to delay payment.

(d) Payment terms are 45 days from the date the invoice is received by Retro Digital.

(e) This cotract must not be construed as any form of employment contract, meaning the Contractor is responsible for filing their own tax returns and other legal responsibilities in their country of residence.

Miscellaneous

(a) All Confidential Information is and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.

(b) If either party provides pre-release software and/or hardware as Confidential Information under this Agreement, such pre-release software and/or hardware may only be used by the Receiving Party for evaluation and providing feedback to the Disclosing Party. Unless otherwise agreed between the parties such pre-release software and/or hardware is provided “as is” without warranty of any kind. The Receiving Party agrees that neither the Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to the Receiving Party’s use of such pre-release software and/or hardware.

(c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information.

(d) The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information. Furthermore, either party shall be free to use for any purpose the Residuals resulting from access to or work with such Confidential Information, provided that such party shall not disclose the Confidential Information except as expressly permitted under this Agreement. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of Residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents.

(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, the Receiving Party, its agents, or employees, but only by an instrument in writing signed by an authorised employee of the Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

(f) Insofar as a third party or parties may benefit from the operation of this Agreement, such benefits shall be subject to the terms and conditions of this Agreement and the Contracts (Rights of Third Parties) Act 1999.

(g) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.

(h) This Agreement shall be construed and controlled by the laws of the Republic of Ireland and shall be subject to the non-exclusive jurisdiction of the courts of Ireland.

(i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(j) This Agreement shall survive change or termination of the parties’ business relationship and will inure to the benefit of or be binding upon the parties, their successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party.

(k) All notices that are required to be given under this Agreement shall be in writing and sent to the address of the recipient set out in this Agreement.

(l) If this Agreement is entered into by a corporation or other legal entity, the person signing warrants that he/she is authorised to execute this Agreement on behalf of the corporation or legal entity and to fully bind the corporation or legal entity to all the terms and conditions set out above.

The Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided the Receiving Party either;
give the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or
obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

Notwithsanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set out in sub-section (i) of this Section 2(b).

The Receiving Party may disclose Confidential Information only to the Receiving Party’s employees or consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written non-disclosure agreements with its employees, sub-contractors and consultants sufficient to enable it to comply with all the provisions of this Agreement.
The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information, or any other breach of this Agreement by the Receiving Party, its employees or consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.
The Receiving Party shall, at the Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at the Disclosing Party’s option, certify destruction of the same.