6) UNAUTHORIZED DISCLOSURE OF INFORMATION.
If it appears that Club Moderator has disclosed or has attempted to disclose Confidential Information in violation of this Agreement, Clarity FI shall be entitled to immediately terminate Club Moderator and an injunction to restrain Club Moderator from disclosing, in whole or in part, such Confidential Information, or from providing any services to any party to whom such Confidential Information has been disclosed or may be disclosed. Clarity FI shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
7) CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
8) NON-COMPETE AGREEMENT. Club Moderator shall not use any information obtained directly or indirectly from Clarity FI to compete directly with Clarity FI for any work during the term of this Agreement, unless Club Moderator has obtained Clarity FI’s prior written consent.
Club Moderator agrees and covenants that for a period of 12 months following the termination of this Agreement, Club Moderator will not directly or indirectly solicit or accept a contract, consulting project or an offer of employment (on a full-time, part-time, or temporary basis), to provide services to Client(s). Club Moderator shall immediately notify Clarity FI, if Client(s) or another entity solicits Club Moderator with a consulting project, contract engagement or an offer of employment.
9) RETURN OF RECORDS. Upon termination of this Agreement, Club Moderator shall deliver all records, notes, data, memoranda, models, copies of same and equipment of any nature that are in Club Moderator’s possession or under Club Moderator’s control and that are Clarity FI or Client’s property or relate to Clarity FI or Client’s business.
10) NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, with delivery confirmation, addressed as follows:
IF for Clarity FI:
Clarity FI, LLC.
631 N. Rock Lake Dr
Vestaburg, MI 48891
IF for Club Moderator:
Club Moderator to provide legal address during onboarding process
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
11) AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
12) SEVERABILITY. If any provision of this Agreement shall be found in arbitration or a Court of law to be contrary to law or public policy and therefore unenforceable, the parties hereby waive such provision or part thereof, but only to the extent that such provision or part is found in arbitration or by such Court to be unenforceable. The parties agree that such provision shall be modified, consistent with the intent of this Agreement, by the arbitrator or such Court so that as modified it becomes enforceable, and, as modified, will be enforced as any other provision of this Agreement. The lack of enforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement.
13) WAIVER. The failure by either party at any time to require performance or compliance by the other with any provision of this Agreement shall in no way effect either party’s right to require such performance or compliance at any time. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of any succeeding breach of such provision or as a waiver itself. All waivers shall be in writing and signed by both parties.
14) DISPUTE RESOLUTION. In the event of a dispute arises between the parties which they are unable to resolve within 60 days, concerning the breach, termination, negotiation, or validity of this Agreement and/ or the rights or obligations of the, such dispute shall be settled by arbitration in the State of New Jersey. The parties may mutually agree to an arbitrator. If the parties are unable to agree then AAA (American Arbitration Association) shall be the arbitrator and both parties will follow all rules and regulations provided by AAA unless otherwise mutually agreed. The decision of the arbitrator shall be final and binding upon the parties.
15) TERM/TERMINATION. Club Moderator services are “at will” and provided on an as needed basis without any commitment of minimum use by Clarity FI. This Agreement may be terminated at any time by either party. Nothing in this Agreement, or otherwise, confers on Contractor any right to continue to provide services to Clarity FI or restrict Clarity FI’s ability to terminate this Agreement at any time. If this Agreement is terminated, Section 4,5,6,7 survive this Agreement.
Payment on Termination of Agreement. Upon notice of termination of this Agreement pursuant to the preceding paragraph, Clarity FI shall pay for all authorized work that has been performed up to and through the date of receipt by Contractor of such termination notice, plus any direct out-of-pocket service costs resulting from such termination incurred during the ten (10) day notice period.
16) AMENDMENT. Any amendment to this Agreement must be in writing and signed by both parties.