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AGREEMENT FOR INDEPENDENT CONTRACTOR

This AGREEMENT is dated as of September 3, 2018 (the “Effective Date”) by and between
SymphonyLam SAS, (the “Company”) with an address at TRONADOR 2344, Ciudad
Autónoma de Bs As, Argentina, Tax ID 30-71599155-8and Eduardo Bernardo Sacahui,
(“Consultant”) Tax ID 365-3811-6 , passport 167918087 with an address at Colonia Jardines
de Húnapu, #4a, La antigua Guatemala., Guatemala.

BACKGROUND

The Company requires the services of Consultant with respect to the tasks specified
herein, and Consultant is willing to provide such services. In consideration of the mutual
promises more particularly set forth below, the above parties have entered into this
Agreement as follows:

TERMS AND CONDITIONS

1. Statement of Work: Consultant agrees to perform the services agreed to by


the parties in writing from time to time, which services shall include those listed in Exhibit A
hereto, subject to the requirements set forth on Exhibit A. Consultant will furnish to the
Company written work plans and progress reports, as reasonably requested by the Company,
in such form and number as required by the Company, and shall make such final reports as
the Company may reasonably require.

2. Payment: In consideration of the services performed by Consultant, the


Company agrees to pay Consultant in accordance with the compensation structure listed in
Exhibit B hereto. Expenses shall be reimbursed to the extent set forth in Exhibit B. No other
amounts shall be payable by the Company to Consultant. Consultant shall invoice the
Company on a monthly basis for work to be performed in the following month, and all
undisputed invoices shall be paid by the Company within thirty (30) days of receipt.
Consultant shall be responsible for the maintenance of complete records on all time and
charges submitted for billing. Such records shall be made available to the Company's
representatives upon its request.

3. Consultant Independent: Consultant’s primary obligation hereunder is to


complete the services described above in Paragraph 1 and to meet any deadlines set forth
therein or as otherwise agreed in writing (which may be by email) by the parties. The
Company expects that the services performed by Consultant will be Consultant’s primary
obligation and Consultant will dedicate all of Consultant’s time and energy to providing the
Services. While Consultant shall adhere to specifications and standards supplied by the
Company, nothing in this Agreement is intended to construe the existence of a partnership,
joint venture or agency relationship between Company and Consultant and Consultant
performs this Agreement as an independent contractor. All personnel supplied or used by
Consultant shall be deemed employees or subcontractors of Consultant and will not be
considered employees, agents or subcontractors of Company for any purpose whatsoever.
Consultant assumes full responsibility for the actions of all such personnel while performing
services under this Agreement and for the payment of their compensation (including, if
applicable, withholding of income taxes, and the payment and withholding of social security
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and other payroll taxes), workers' compensation, disability benefits and the like to the extent
applicable to the personnel involved.

4. Warranties of Consultant: (a) Consultant warrants that the services


performed hereunder will be performed in a manner in accord with any statutes, regulations,
ordinances or contracts applicable to the services covered hereunder, and will be performed in
a manner in accord with applicable industry standards.

(b) Consultant warrants that neither the performance of his duties under this
Agreement, nor any deliverable or the use thereof, will infringe any patent, copyright, trade
secret or other proprietary right of any third party. Consultant warrants that no deliverable
shall contain any material owned by any third party, except as disclosed to the Company in
writing prior to Consultant’s incorporating such material into any deliverable, and that as to
any such material, Consultant shall have all rights necessary to provide to the Company the
rights required for the Company to use the deliverables as intended by the Company.

5. Assignment and Subcontracting: Consultant may not assign or transfer this


Agreement to any other party, nor may any work be subcontracted, without the prior written
consent of the Company. The Company may assign this Agreement to an affiliate or other
related party upon notice to Consultant.

6. Indemnification: Consultant agrees to indemnify and save the Company


harmless from any liabilities, claims or demands (including the costs, expenses, and
reasonable attorneys' fees on account thereof) that may be made by anyone for injuries to
persons or damage to property, resulting from Consultant's acts or omissions. The Company
agrees to notify Consultant of any written claims or demands made against the Company for
which Consultant is liable hereunder.

7. Assignment of Inventions, Nondisclosure, Non-Compete and Non-Solicit:


As a condition to the Company’s obligations hereunder, Consultant shall execute and deliver
the Consultant Nondisclosure, Development and Noncompetition Agreement attached hereto
as Exhibit C (the “Nondisclosure, Development and Noncompetition Agreement”).

8. Third Party Software: The Company may provide Consultant with the use of
software, programmers utilities, and related items, of third parties. Consultant will adhere to
the terms of any applicable license agreement covering such items, and at the end of
Consultant’s performance hereunder or at the Company's earlier direction, shall return all
copies of such items furnished to it by the Company and keep no copies.

9. Intellectual Property: All rights and licenses granted to the Company


hereunder and under the Nondisclosure, Development and Noncompetition Agreement shall,
except as otherwise specifically set forth herein or therein, be free and clear of any claim of
rights (including moral rights such as any rights of identification of authorship, rights of
approval on modifications, or limitation on subsequent modifications) by any person or
entity. Consultant will defend at his expense any action brought against the Company that is
based on any infringement, or claim of infringement, of any patent, trademark, copyright,
trade secret or other intellectual property right arising from or relating to the Company's (or
its representatives', suppliers', customers’, distributors' or end-users') use, sale, licensing,
marketing or distribution of any materials, content, equipment, programs or services
furnished by Consultant or his subcontractors to the Company hereunder, and Consultant will
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reimburse the Company for reasonable attorneys' fees reasonably incurred in connection
therewith. The Company shall notify Consultant promptly of any claim of infringement for
which Consultant is responsible.

10. Use of Name: Consultant may use the title “Sr Consultant” of the Company,
and may indicate to potential clients, customers, vendors, partners or other business relations
that Consultant is affiliated with and working for the Company. Consultant may not use the
Company’s name for any purpose other than providing the services hereunder.

11. Conflict of Interest: Consultant is not, and during the term of this Agreement
shall not become, a party to any agreement or subject to any obligation which would impede
or prohibit his proper execution and observance of this Agreement.

12. Termination: The term of this Agreement shall continue from the Effective
Date until September 2, 2020, terminated in accordance with this Paragraph 12. Either party
may terminate this Agreement at any time for any reason with thirty (30) days’ prior written
notice to the other party. Either party may terminate this Agreement for cause in the event the
other party commits a material breach of any term of this Agreement or any other agreement
between the parties, and fails to cure such material breach within fifteen (15) days of written
notice. The Company may terminate this Agreement immediately upon Consultant’s gross
misconduct, fraud, theft, willful violation of Company’s policies applicable from time to
time, misappropriation or Company funds, or Consultant’s imprisonment or censure by a
court of law. Following any termination, the Company shall not be liable for any further
payments hereunder or otherwise; and, if damages are caused to the Company as a result of
Consultant's inability to perform or violation of the provisions of this Agreement, Consultant
shall be liable for such damages, including consequential and incidental damages, plus costs
and attorney's fees.

13. General: (a) The failure of either party hereto to enforce any right under this
Agreement shall not be construed to be a waiver of that right, or of damages caused thereby,
or of any other rights under this Agreement. (b) All notices shall be in writing and shall be
sent by mail, express courier, hand delivery, to the recipient's address set forth above, or by
email at felix.massun@symphonyhq.com. Notice shall be deemed given the date of personal
delivery, the fifth business day after mailing, or the next business day after delivery to such
courier (unless the return receipt or the courier's records evidence a later delivery), or for
notice delivered by e-mail on the date on which such original email was sent. (c) This
Agreement and the Nondisclosure, Development and Noncompetition Agreement constitute
the entire agreement between the parties with respect to its subject matter; except as provided
herein, all other prior agreements, representations, statements, negotiations and undertakings
with respect to such subject matter are terminated and superseded hereby. (d) After
expiration or termination of this Agreement, all provisions regarding confidentiality,
indemnity, intellectual property, liability, and/or works for hire shall survive indefinitely or
until the expiration of any time period specified elsewhere in this Agreement with respect to
the provision in question. (e) No amendment to this Agreement shall be effective unless it is
in writing and signed by a duly authorized representative of each party. The term
“Agreement”, as used herein, includes any future written amendments, modifications, or
supplements made in accordance herewith. (f) In the event any provision of this Agreement
is held illegal, void or unenforceable, to any extent, in whole or in part, as to any situation or
person, the balance shall remain in effect and the provision in question shall remain in effect
as to all other persons or situations, as the case may be. (g) This Agreement shall bind and
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inure to the benefit of the Company and any successor of the Company by reorganization,
merger, consolidation or liquidation and any assignee of all or substantially all of its business
or assets, but otherwise this Agreement may not be assigned by the Company or Consultant.
(h) The construction, interpretation and performance of this Agreement, and the transactions
under it, shall be governed by and construed in accordance with the laws of the State of
Buenos Aires, excluding its conflict of laws and choice of law rules, and jurisdiction over any
action to enforce this Agreement, or any dispute arising from or relating to this Agreement
shall subsist solely in the state and/or federal courts located within the Ciudad Autónoma de
Buenos Aires, Argentine.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the day and year first written above.

SYMPHONYLAM SAS.

By: FELIX MASSUN


PRESIDENT

Sing:

Date:

Eduardo Bernardo Sacahui


CONSULTANT

Sing:

Date:

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EXHIBIT A

DESCRIPTION OF SERVICES

Upon the mutual written agreement of Consultant and the Company, Consultant shall
perform services on behalf of the Company which may include (but not be limited to) the
following:

1. The services remotely:

a. Conducting process analysis and design

b. Designing target operating models

c. Configuring Robotic Process Automation software

d. Designing Artificial Intelligence solutions

e. Designing creative solutions

f. Driving innovation in our clients

g. Becoming an automation expert

h. Supporting sales activity

2. Support in LATAM and global regions as required.

3. Consultant will report to Felix Massun, the Company’s LATAM CEO for the region or to
whom he assigns.

4. The Consultant must act in adherence to the Company’s policies and procedures
including Marketing governance and Sales governance procedures.

5. The company is committed to train the consultant in Blueprism and in other tools related
to the business.

6. The consultant is committed to provide services to the company for a minimum of 24


months. If the consultant cannot meet this deadline, he will have to reimburse the
company USD 2.000 of Blueprism training, USD 1,900 of his fees during time in training
and other expenses if incurred.

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EXHIBIT B

COMPENSATION

All payments will be made in U.S. dollars.

1. Base Pay. From September 3, 2018 onwards, the Company expects


Consultant full time dedicated efforts and will pay to Consultant a monthly fee
for services of $2.000.- This payment will be subject of deduction required by
laws.

2. Expenses. The Company will reimburse Consultant for all expenses for which
the Company has agreed in advance in accordance with the Company
expenses policy.

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EXHIBIT C

Nondisclosure, Development, Noncompetition Agreement

In consideration and as a condition of my consultant agreement with Symphony Lam


SAS (the “Company”), I hereby agree with the Company as follows:

1. I will not at any time, whether during or after the termination of my consultant
agreement, reveal to any person or entity any of the trade secrets or confidential information
concerning the organization, business or finances of the Company or of any third party which
the Company is under an obligation to keep confidential (including but not limited to trade
secrets or confidential information respecting inventions, products, designs, methods, know-
how, techniques, systems, processes, software programs, Developments, works of authorship,
customer lists, projects, plans and proposals), except as may be required in the ordinary
course of performing my duties as a consultant of the Company, and I will keep secret all
matters entrusted to me and will not use or attempt to use any such information in any
manner which may injure or cause loss or may be calculated to injure or cause loss, whether
directly or indirectly, to the Company.

Further, I agree that during my consultant agreement I will not make, use or permit to
be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications,
software programs, data, documentation or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning any of its dealings or
affairs (collectively, “Company Materials”) otherwise than for the benefit of the Company. I
further agree that I will not, after the termination of my consultant agreement, use or permit
to be used any Company Materials, it being agreed that all of the Company Materials will be
and remain the sole and exclusive property of the Company and that immediately upon the
termination of my consultant agreement I will deliver all Company Materials, and all copies
thereof, to the Company, at its main office.

2. If at any time or times during my consultant agreement, including any time or


times prior to the date hereof, and whether at any of the Company's facilities or elsewhere
and whether or not during normal business hours, I will (either alone or with others) make,
conceive, discover or reduce to practice any invention, modification, discovery, design,
development, improvement, process, software program, work of authorship, documentation,
formula, data, technique, know-how, secret or intellectual property right whatsoever or any
interest therein (whether or not patentable or registrable under copyright or similar statutes or
subject to analogous protection) (herein called “Developments”) that (i) relates to the then
current or contemplated business of the Company or any customer of or supplier to the
Company or any of the products or services being developed, manufactured or sold by the
Company or which may be used in relation therewith, (ii) results from tasks assigned me by
the Company or (iii) results from the use of premises or personal property (whether tangible
or intangible) owned, leased or contracted for by the Company, then: (A) such Developments
and the benefits thereof will immediately become the sole and absolute property of the
Company and its assigns and I hereby assign any rights I may have or acquire in the
Developments and benefits and/or rights resulting therefrom, including without limitation any
so-called “moral rights,” to the Company and its assigns without further compensation, (B)
each such Development will be the sole property of the Company and the Company will be
the sole author thereof within the meaning of the Copyright Act, and this Agreement will
operate as an irrevocable assignment of the copyright to the Development throughout the
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world, (C) I will promptly disclose to the Company (or any persons designated by it) each
such Development, and (D) I will communicate, without cost or delay, and without
publishing the same, all available information relating thereto (with all necessary plans and
models) to the Company.

Upon disclosure of each Development to the Company, I will, during my consultant


agreement and at any time thereafter, at the request and cost of the Company, sign, execute,
make and do all such deeds, documents, acts and things as the Company and its duly
authorized agents may reasonably require:

(a) to apply for, obtain and vest in the name of the Company alone (unless the
Company otherwise directs) letters patent, copyrights or other analogous protection in any
country throughout the world and when so obtained or vested to renew and restore the same;
and

(b) to defend any opposition proceedings in respect of such applications and any
opposition proceedings or petitions or applications for revocation of such letters patent,
copyright or other analogous protection.

In the event the Company is unable, after reasonable effort, to secure my signature on
any letters patent, copyright or other analogous protection relating to a Development, whether
because of my physical or mental incapacity or for any other reason whatsoever, I hereby
irrevocably designate and appoint the Company attorney-in-fact, to act for and in my behalf
and stead to execute and file any such application or applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters patent, copyright or other
analogous protection thereon with the same legal force and effect as if executed by me.

3. During my consultant agreement with the Company and for a period of one
year after termination of my consultant agreement, for any reason, absent the Company's
prior written approval, I will not provide services, including but not limited to sales,
marketing, market research, writing or editing, engineering or systems consulting,
programming, or product development, as a consultant, employee, stockholder, partner, co-
venturer, independent contractor, or otherwise, anywhere in the world on behalf of any
business organization (i) engaged in direct or indirect competition with the Company, (ii)
conducting a business of the type and character engaged in by the Company at the time of my
termination, or (iii) developing products or services competitive with those of the Company,
nor will I (x) engage in such activities on my own behalf, or (y) engage in any activities
preparatory to taking any of the foregoing actions or engaging in any of the foregoing
activities. Furthermore, during the aforementioned period of one year after termination of my
consultant agreement, I will not contact any customers or former customers of the Company
for the purpose of providing competitive services to such customers or former customers.
For the avoidance of doubt, the following business entities are deemed engaged in activities
competitive with the Company: Virtual Ops, ISG, Accenture, KPMG, Deloitte, PwC, EY,
Genpact, Infosys, IBM, Genpact, Avanade, Cognizant, Capgemini, Ascension Ministry
Service or any Partner or Alliance Partner listed on the Blueprism, UiPath, Nice or
Automation Anywhere web sites, and any affiliate of any of the foregoing.

4. During my consultant agreement with the Company and for a period of one
year after the termination of my consultant agreement, I will not seek to persuade any
employee of the Company, or any person who was an employee of the Company during the
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then-preceding six months, to discontinue employment with the Company or to become
employed in any business directly or indirectly competitive with the Company's business.

5. I agree that any breach of this Agreement by me will cause irreparable damage
to the Company and that in the event of such breach the Company will have, in addition to
any and all remedies of law, the right to an injunction, specific performance or other equitable
relief to prevent the violation of my obligations hereunder.

6. I understand that this Agreement does not create an obligation on the


Company or any other person or entity to continue my consultant agreement.

7. I represent that the Developments identified in the pages, if any, attached


hereto comprise all the unpatented and uncopyrighted Developments which I have made or
conceived prior to my consultant agreement by the Company, which Developments are
excluded from this Agreement. I understand that it is only necessary to list the title and
purpose of such Developments but not details thereof.

I further represent that my performance of all of the terms of this Agreement and as
anconsultant of the Company does not and will not breach any agreement to keep in
confidence proprietary information acquired by me in confidence or in trust prior to my
consultant agreement by the Company. I have not entered into, and I agree I will not enter
into, any agreement, either written or oral, in conflict herewith.

8. Any waiver by the Company of a breach of any provision of this Agreement


will not operate or be construed as a waiver of any subsequent breach of such provision or
any other provision hereof.

9. I hereby agree that each provision herein will be treated as a separate and
independent clause, and the unenforceability of any one clause will in no way impair the
enforceability of any of the other clauses herein. Moreover, if one or more of the provisions
contained in this Agreement will for any reason be held to be excessively broad as to scope,
activity or subject so as to be unenforceable at law, such provision or provisions will be
construed by the appropriate judicial body by limiting and reducing it or them, so as to be
enforceable to the maximum extent compatible with the applicable law as it will then appear.

10. My obligations under this Agreement will survive the termination of my


consultant agreement regardless of the manner of such termination and will be binding upon
my heirs, executors, administrators and legal representatives.

11. The term “Company” will include Symphony Lam SAS. and any of its
subsidiaries, subdivisions, affiliates or related companies. The Company will have the right
to assign this Agreement in its entirety to its successors and assigns (and its rights in part to
any purchaser of any of its products, to the extent relevant to such products), and all
covenants and agreements hereunder will inure to the benefit of and be enforceable by said
successors, assigns or purchasers.

12. The terms “employee”, “employ” and “employment” will be deemed, for
purposes of this Agreement, to include the terms “consultant”, “retained by” and “retention”
in the event that the undersigned has been retained by the Company as a consultant or other
independent contractor rather than as an employee. I further agree that the terms and
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conditions of this Agreement shall apply in respect any employment or consulting
relationship between myself and the Company that existed prior to the execution and delivery
of this Agreement (a “Prior Relationship”) as though this Agreement were in effect during the
term of such Prior Relationship.

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