All services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets shall be kept as confidential information.
The term “Confidential Information” shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Fuller BMG.
Confidential Information does not include information that:
(i) is in or comes into the public domain without breach of this Agreement by Fuller BMG,
(ii) was in possession of the Fuller BMG prior to receipt from the Company and was not acquired by the Fuller BMG from the Company under an obligation of confidentiality or non-use,
(iii) is acquired by Fuller BMG from a third party, not under an obligation of confidentiality or non-use to the Company, or
(iv) is independently developed by Fuller BMG without the use of any Confidential Information of the Company.
(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Company, Fuller BMG will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. Fuller BMG may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Fuller BMG shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
(c) Return of Confidential Information. Upon the termination or expiration of any contract for any reason, or upon Company’s earlier request, Fuller BMG will deliver to Company all of the Company’s property or Confidential Information in a tangible form that Consultant may have in its possession or control. Fuller BMG will retain one copy of the Confidential Information in its legal files. Fuller BMG does not sell your personal information or data without your permission in writing.
Work Product and License:
(a) The term "Work Product" shall mean all work product generated by Fuller BMG solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, and trade secrets.
(b) Fuller BMG agrees to assign and does hereby assign to the Company all rights, titles, and interests in and to the Work Product. All Work Product shall be the sole and exclusive property of the Company, and Fuller BMG will not have any rights of any kind whatsoever in such Work Product. Fuller BMG agrees, at the request and cost of Company, to promptly sign, execute, make, and do all such deeds, documents, acts, and things as Company may reasonably require or desire to perfect Company's entire right, title, and interest in and to any Work Product. Fuller BMG will not make any use of any of the Work Products in any manner whatsoever without the Company’s prior written consent. All Work Products shall be promptly communicated to Company.
(c) In the event that Fuller BMG integrates any work that was previously created by the Consultant into any Work Product, Fuller BMG shall grant to, and Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Company deems appropriate. Fuller BMG warrants that it shall not knowingly incorporate any Work Product or any material that would infringe any intellectual property rights of any third party.
A cancellation notice must be made in writing by the same person or Company representative who signed the consulting agreement. A cancellation notice received more than 21 days prior to the event date is subject to a full refund, or it can be rescheduled one time within a year from the date that the original reservation was made, not the event date. A cancellation notice received between 14-21 days prior to the event date is subject to a 50% refund. A cancellation notice is received between 7-13 days prior to the event, the client is subject to a 25% refund. For all cancellations less than 7 days prior to the event, clients are not subject to a refund unless given in writing by Fuller BMG. All refunds are subject to a $30 processing fee. If paid by credit card, the credit card fees are nonrefundable since those charges are kept by the credit card processor, not Fuller BMG.