Signed in as:
filler@godaddy.com
Signed in as:
filler@godaddy.com
INCORPORATED BY REFERENCE INTO ALL ISECS AGREEMENTS
I. Reports and Advice
Use and purpose of advice and reports – Any advice given, or report issued by ISECS is provided solely for your use and benefit and only in connection with the purpose in respect of which the Services are provided. Unless required by law, you shall not provide any advice given or report issued by ISECS to any third party, or refer to ISECS or the Services, without our prior written consent, which shall be conditioned on the execution of a third-party release letter in the form provided by ISECS. In no event, regardless of whether consent has been provided, shall ISECS assume any responsibility to any third party to which any advice or report is disclosed or otherwise made available.
II. Confidentiality: Non-Solicitation / Non-Compete / Trade Secrets
(a) Mutual Restrictions on Confidential Information – Disclosing confidential information – Either party will be entitled to disclose confidential information of the other to a third party to the extent that this is required by valid legal process, provided that (and without breaching any legal or regulatory requirement).
(b) Data Protection: If any ISECS Agreement involves the processing of personal data (also referred to herein as personal information) (i) as governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the terms of the EU Data Protection shall apply to this engagement and it shall form an integral part of this Agreement and (ii) as governed by the California Consumer Privacy Act, the terms of the California Data Protection and the Privacy provision on the ISECS website shall apply to this engagement and it shall form an integral part of this Agreement.
III. NON-COMPETE AND NON-SOLICITATION (“NC/NS”)
(a) This Non-Compete and Non-Solicitation provision is incorporated by reference into all ISECS’s agreements and this website and any agreement between any Independent Contractors, executive employees, Executive Directors, Managing Director and any Trustee, Interns, staff, officers and senior employees and/or those with access to ISECS confidential information (hereinafter, collectively, “ISECS Contractor”) is effective as of the date of the full execution of any Agreement or any form of employment with ISECS. ("Effective Date"). In consideration of the engagement / employment opportunities and Services provided by ISECS, the ISECS Contractor, intends to be legally bound, agrees to the following:
1. Term of Agreement. These Terms are incorporated by reference in all ISECS Agreements and is effective on the Effective Date of any agreement and shall remain in effect throughout the term of any ISECS Contractor's engagement or engagement / employment with ISECS and for a period of eighteen (18) months thereafter.
2. Limitations. These Terms do not create in and of itself a contract of engagement / employment.
(b) Covenant Not to Compete. All employees including executive employees, senior employees, interns, staff, Executive Directors, Managing Directors, officers and/or ICs with direct access to ISECS confidential information and/or customer connections or Membership of ISECS (collectively, “ISECS Contractors”) agree that, at no time during the term of their engagement / employment with ISECS, he or she will engage in any business activity which is directly competitive with ISECS nor work for any company which directly competes with ISECS.
(c) TIME PERIOD: For a period of eighteen (18) months immediately following the termination of any ISECS Contractor's engagement / employment, ISECS Contractor will not, for themselves or on behalf of any other person or business enterprise, engage in any business activity which directly competes with ISECS.
(d) JURISDICTIONAL LIMITATION: within fifty (50) miles of any location (domestic or international) where such ISECS Contractor is located and is employed by ISECS.
(e) Non-Solicitation: (i) During the term of any ISECS Contractor's engagement / employment, and for a period of one (1) year immediately thereafter, ISECS Contractor agrees not to solicit any employee or independent contractor or Client or Customer of ISECS on behalf of him/herself or any other business enterprise that is in direct competition with ISECS, nor shall ISECS Contractor induce any other employee or independent contractor or client associated with ISECS to terminate or breach an engagement / employment, contractual or other relationship with ISECS. (ii) ISECS Contractor shall not call on, solicit, take away, or attempt to call on, solicit, or take away any customer of ISECS including any client the ISECS Contractor may have called or with whom ISECS Contractor may have become acquainted during the term of their engagement / employment, as a direct or indirect result of ISECS Contractor's engagement / employment with ISECS.
(f) Trade Secrets of ISECS: ISECS Contractor or any client or customer of ISECS shall not, directly, or indirectly, disclose to any person, firm, or corporation any Confidential information or the names or addresses of any of the customers, ISECS’ Membership, or clients of ISECS or any other information (Membership or customer lists) pertaining to any relationship or agreement with ISECS (“ISECS Trade Secrets”).
(g) Injunctive Relief: ISECS Contractor hereby acknowledges (1) that ISECS will suffer irreparable harm if ISECS Contractor should breach their obligations under these Terms & Conditions; and (2) that monetary damages will be inadequate to compensate ISECS for such a breach. Therefore, if ISECS Contractor breaches any such provisions, then ISECS shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
IV. Termination
(a) Termination Notice – Unless otherwise agreed, any Party to any ISECS Contractor Agreement may terminate the Agreement for whatever reason upon written notice to the other party, with thirty (30) days’ notice.
(b) Continuation of terms – The terms of any ISECS Agreement or engagement that by their context are intended to be performed after termination or expiration of this Agreement are intended to survive such termination or expiration and shall continue to bind all parties.
V. Indemnification, Liability Limitation
(a) Indemnification: You agree to indemnify and hold harmless ISECS and any of its subsidiaries and affiliates, officers, directors, principals, shareholders, agents, independent contractors, and employees (collectively “Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) arising out of or relating to your retention of ISECS, the execution and delivery of this Agreement, the provision of Services or other matters relating to or arising from this Agreement, except to the extent that any such claim, liability, obligation, damage, cost or expense shall have been determined by final non-appealable order of a court of competent jurisdiction or Arbitrator to have resulted from ISECS’s gross negligence or willful misconduct.
(b) Limitation of liability: You agree that no Indemnified Person shall be liable to you, or your successors, affiliates or assigns for damages in excess of the total amount of the fees paid to ISECS under this Agreement. Without limiting the generality of the foregoing, in no event shall any Indemnified Person be liable for consequential, indirect, or punitive damages, damages for lost profits or opportunities or other like damages or claims of any kind.
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