TeamAbsolute
T E A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113
Main: 612-746-4070
Fax: 612-746-4071
MAS T ER S ERVICES AGREEMENT
Recipient may disclose Confidential Information of the other party pursuant to a valid order issued by a court of competent
jurisdiction or as required by the applicable regulations of an agency of the United States Government, provided that the
Recipient gives the other party reasonable prior written notice sufficient to allow the other party time to contest such
disclosure or obtain a protective order and provides reasonable cooperation with the party contesting the disclosure. The
Parties will have the right of injunctive relief to maintain compliance with this Section 9 and prevent unauthorized disclosure
or use of the Client or TeamAbsolute products or other Confidential Information.
10. INTELLECTUAL PROPERTY.
10.1 Client acknowledges that TeamAbsolute, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation TeamAbsolute will use to
perform TeamAbsolute’s services under this Agreement. Client agrees that processes, software, utilities, and methods of
operation TeamAbsolute uses to perform TeamAbsolute’s services are proprietary trade secrets and are protected under civil
and criminal law, and the copyright laws of the United States. TeamAbsolute retains all ownership rights to all of these items.
No part of these items may be reproduced or used in any form or by any means without the written permission of
TeamAbsolute. Client shall not assign, delegate, distribute, or transfer any interest in the processes, software, utilities, and
methods of operation, and information supplied by TeamAbsolute to any other party. Client shall take reasonable steps to
safeguard the confidentiality of such information. Client agrees that only TeamAbsolute shall have the right to alter, maintain,
enhance or otherwise modify the Software. Client shall not modify, disassemble, decompile or reverse engineer the Software
in any manner whatsoever, or otherwise use the Software except as expressly permitted pursuant to this Agreement.
10.2 TeamAbsolute acknowledges that Client, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation of Client Products and
systems. For the purposes of this Agreement, Client Product will be defined as any software products that are loaded on the
development, certification, and production servers at the Client. TeamAbsolute agrees that processes, software, utilities,
and methods of operation are proprietary trade secrets and are protected under civil and criminal law, and the copyright
laws of the United States. Client or its third party suppliers retain all ownership rights to all of these items. No part of these
items may be reproduced or used in any form or by any means without the written permission of Client. TeamAbsolute shail
take reasonable steps to safeguard the confidentiatity of such information. TeamAbsolute agrees that only Client shall have
the right to alter, maintain, enhance or otherwise modify the Client Products and systems. TeamAbsolute shall not modify,
disassemble, decompile or reverse engineer the Client Products and systems in any manner whatsoever, or otherwise use the
Client Products except as expressly permitted pursuant to this Agreement.
11. NON-SOLICITATION
Both Client and TeamAbsolute (“Parties”) covenants and agrees that during the term of the Agreement and for a period of
one (1) year after the last invoiced date of work, neither of the Parties shall, directly or indirectly, through an existing
corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or
work with, on a part-time, consulting, advising or any other basis, other than on behalf of the Parties, any employee, any
employee or independent contractor employed by either of the Parties.
12. INDEPENDENT CONTRACTOR STATUS
TeamAbsolute is an independent contractor, not Client's employee. TeamAbsolute’s employees or subcontractors are not
Client's employees. TeamAbsolute and Client agree to the following rights consistent with an independent contractor
relationship.
= _TeamdAbsolute has the right to perform services for others during the term of this Agreement.
= TeamAbsolute has the sole right to control and direct the means, manner and method by which the services
required by this Agreement will be performed.
TeamAbsolute, © 2014 Page 10 of 14
Proprietary and Confidential
