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- Inclusion in Projects. By including you in the Third Party Provider database, MAMTC acknowledges the possibility that you may be used in the future by one or more MAMTC project managers to provide services to a client. MAMTC provides no guarantee, however, that you will be ultimately retained to provide services to one or more clients.
- Engagement of Services. All engagements will be entered into through a proposal - Contract for Services process through which a detailed proposal for services will be prepared and issued by you and, once the proposal is approved by a MAMTC project manager and accepted by our client, a duly signed Contract for Services, referencing the proposal, will be issued by MAMTC. The proposal and contract for services become a legally binding agreement when signed by both parties.
- Compensation. Compensation for the work you perform will be defined in the proposal - contract for services process. While engaged on an active project with MAMTC, you should submit an invoice containing sufficient detail and specification of services performed by you on behalf of MAMTC within 10 working days of the end of each month or other agreed upon schedule. Invoice schedules should be agreed upon before acceptance of any proposal. In no case can MAMTC compensate you prior to your work being reviewed and approved by the MAMTC project manager. MAMTC will be pay the amounts due within thirty (30) days following the submission of your invoice if the work meets the specification detailed in the contract for services and is considered satisfactory by MAMTC's client. MAMTC will strive to resolve any billing disputes with clients in a timely fashion.
- Independent Contractor. In the application process you have certified that you are engaged as an independent business for the purpose of providing the agreed upon services. For the purposes any proposal - Contract for Services agreement you will be considered an independent contractor of MAMTC. You and your firm shall be entitled to no vacation pay, bonuses, paid holidays, employee benefit plans, or other compensation of any nature. Any compensation paid to you will be without reduction for any state or federal withholding or payroll taxes.
- Project Related Expenses. You shall be entitled to reimbursement of reasonable and proper expenses incurred pursuant to specific direction of MAMTC provided that you present to MAMTC an itemized account of such expenses and provided that such expenses are identified in the original proposal - contract for services.
- Intellectual Property.
- All computer programs, software, formulas, information, inventions, discoveries, copyrightable material, patentable products, or ideas or products otherwise protectable under Title 35 of the United States Code (collectively, "Intellectual Property") that are developed by you for or at the expense of a Client or by you in conjunction with a Client or employees of MAMTC shall be the exclusive property of the Client. You will relinquish and assign to such Client all right, title, and interest in and to any such Intellectual Property, including the right to obtain patents, copyrights, or trademarks. You shall not assert any rights to or interest in any such Intellectual Property or in any discovery, idea, concept, technique, design, diagram, model, computer program, or other materials related to such Intellectual Property or any improvements or enhancements thereof that are made, discovered, developed, or acquired in whole or in part by you in connection with any work done for or at the expense of MAMTC or a Client or done pursuant to the Contract for Services.
- You agree to treat in confidence all Intellectual Property and other non-public information concerning MAMTC and each Client and shall: (i) use such non-public information or Intellectual Property for the sole purpose of the project undertaken by you for Client; (ii) store and maintain all information relating to each Client with appropriate safeguards to protect confidentiality of such information; (iii) not disclose, divulge, or otherwise communicate any Intellectual Property or non-public information of or relating to a Client or MAMTC to any person or entity other than an agent or employee of you that is then subject to a similar obligation of confidentiality or to an employee of MAMTC or such Client; and (iv) be prohibited from using any non-public information or Intellectual Property directly or indirectly for its own financial benefit other than as expressed and contemplated by the Contract for Services.
- You shall ensure that all employees, agents, or subcontractors working by, through, or for you on any project for a Client shall be subject to and have executed an enforceable confidentiality agreement pursuant to which such person or persons are bound to preserve the confidentiality of all or any portion of any non-public information or Intellectual Property of a Client and are prevented from disclosing, divulging, or otherwise communicating such information to any person or entity, or using such information directly or indirectly for their own financial gain, other than as expressly contemplated by the Contract for Services.
- Return of Property. Upon termination of engagement with MAMTC, or at any other time at MAMTC's request, you will deliver to MAMTC all materials that contain proprietary or confidential information or trade secrets relating directly or indirectly to any client engagements specified.
- Indemnification. You, as a third party provider indemnities and agrees to defend and hold harmless MAMTC and any and all Clients and their respective employees, officers, directors, shareholders, and agents from any and all liabilities, claims, demands, causes of action, or expenses, including attorneys' fees arising from the negligence or misconduct in the performance of your duties under any Contract for Services or in any way relating to or arising from the relationship between you and MAMTC contemplated by the Contract for Services.
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