Subcontractor Terms

BROADWIRE NETWORKS, LLC

SUBCONTRACTOR TERMS AND CONDITIONS

1. These Subcontractor Terms and Conditions and any Proposal or Scope of Work between the Subcontractor and Broadwire Networks, LLC (“Broadwire Networks”), are referred to herein as the Agreement between the parties.
2. The subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, tools, supplies, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of its work and any intention to create a joint venture or partnership between the parties hereto is hereby expressly disclaimed. Subcontractor shall be solely responsible for payment of any income or other taxes it owes as a result of this Agreement. Broadwire Networks will issue Subcontractor an Internal Revenue Service Form 1099 if Subcontractor’s compensation exceeds $600.00 in a calendar year. The subcontractor acknowledges that Broadwire Networks will file the same with the Internal Revenue Service. The subcontractor is not authorized to bind Broadwire Networks or to incur any obligation or liability on behalf of Broadwire Networks except as expressly authorized by Broadwire Networks in writing.
3. This Agreement, the services to be performed, and all rights hereunder are personal to Subcontractor and shall not be transferred or assigned by Subcontractor at any time. This Agreement shall be binding on the parties hereto and their respective successors, assigns, agents, employees, servants, and the like.
4. For purposes of this Agreement, the term “Proprietary Information” means all proprietary or confidential knowledge and information that Subcontractor has previously acquired or may acquire as a result of, or in connection with, its relationship with Broadwire Networks concerning Geek Expert’s business, operations, strategic planning, research and development activities, current or proposed products, product designs, trade secrets, competitive business information, patents, patent rights, inventions, technology, copyrights, intellectual property, software (including, without limitation, source code, object code, graphics and firmware), improvements, applications, processes, services, cost and pricing policies, customers, client lists and contact lists and including (i) information in the form of diagrams, schematics, notes, scientific data and memoranda; (ii) information relating to methods, know-how and techniques; and, (iii) any resulting information from the services performed under this Agreement.
5. Subcontractor acknowledges and agrees that the services it renders to Broadwire Networks, the results of said services, and any information technology, computer systems, network systems, methods, ideas, documentation, and notes associated therewith (the “Deliverables”) shall be owned exclusively by Broadwire Networks, and may be sold, assigned, or transferred by Broadwire Networks.
6. Upon Broadwire Networks’ acceptance of the Deliverables, or not later than seven days after the termination of this Agreement for any reason, Subcontractor shall return to Broadwire Networks all unused materials provided to Subcontractor or created by Broadwire Networks under this Agreement.
7. Subcontractor agrees that it will not at any time, either during or after any termination of this Agreement, divulge or disclose to any person or entity, or use or permit any third party to use, any Broadwire Networks Proprietary Information. Subcontractor will not, during its engagement by Broadwire Networks hereunder or at any time thereafter, (i) disclose or use or attempt to use any Proprietary Information for its own benefit or the benefit of any third party, or (ii) use the Proprietary Information in any manner that may injure or cause loss or may be calculated to injure or cause loss to Broadwire Networks. The terms of this provision shall apply with equal force and effect to the Deliverables.
8. During any period in which the Subcontractor renders services to Broadwire Networks and for twelve months thereafter Subcontractor shall not reveal the name of, solicit, interfere with, or attempt to entice away any customer, client, licensee, contractor, subcontractor, supplier, distributor or employee of Broadwire Networks, or otherwise attempt to compete with Broadwire Networks.
9. Subcontractor warrants to Broadwire Networks that the Deliverables to be supplied are fit and sufficient for the purpose intended; that they are merchantable, of the highest quality, and free from defects; and that any services rendered by Subcontractor shall be performed in a professional and workmanlike manner in conformity with applicable federal and state laws and the highest standards of quality in the industry. The foregoing warranties shall be in addition to all other warranties made by Subcontractor, express or implied. Subcontractor hereby agrees to indemnify, defend, and hold Broadwire Networks harmless from and against any claim, demand, cause of action, liability, loss, damage, cost, or expense which directly or indirectly arises out of or is in any way associated with (i) Subcontractor’s breach of this Agreement, or (ii) any Deliverables or services received by Broadwire Networks from Subcontractor, including the sale, delivery, and use thereof.
10. Subcontractor agrees to pay all costs and expenses, including, without limitation, reasonable attorney’s fees and expenses incurred, or which may be incurred, by Broadwire Networks in connection with the enforcement of this Agreement.
11. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. For purposes of any action or proceeding involving this Agreement, the parties hereto expressly submit to the jurisdiction of the courts of the Commonwealth of Massachusetts or Federal courts located in Massachusetts, and waive any right to contest the appropriateness of any action brought in any such court based upon lack of personal jurisdiction, improper venue or forum non convenient.
12. Subcontractor hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury of any dispute arising under or relating to this Agreement and agrees that any such dispute shall be tried before a judge sitting without a jury.
13. The failure of Broadwire Networks to enforce any right resulting from any breach of any provision of this Agreement by Subcontractor shall not be deemed a waiver of any right relating to a subsequent breach of such provision or any other right hereunder.
14. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against any party hereto. All provisions of this Agreement have been entered into and agreed to by the parties in good faith and sincerity as to their legality. If any provision hereof shall at any time be declared illegal and/or unenforceable between the parties hereto by a final decree of a court of competent jurisdiction, or by statute, then said part, and that part only, shall be deemed invalid and inoperative between the parties, it being understood and agreed that said remaining parts shall retain full force and effect between the parties.
15. Subcontractor acknowledges that violation of this Agreement may cause substantial injury and damage to Broadwire Networks for which it is entitled to seek injunctive or other equitable relief as well as monetary damages.
16. This Agreement contains the entire understanding between the parties with respect to the services Subcontractor will render to Broadwire Networks, and supersedes all prior communications and understandings with respect thereto. This Agreement may not be superseded, amended, or modified except by written agreement signed on behalf of all parties hereto.