Francesca Service Agreement- Colbi - Marie Francesca Cabato Jorolan
This Assigned Staff Individual Agreement, dated April 24, 2024, formalizes the engagement of Marie Francesca Cabato Jorolan (the "Assigned Staff") to provide services to Colbi Glow Girl (the "Customer") through her employment with Customer Series BPO, LLC (the "Service Provider"). The agreement outlines: (1) the scope of services as detailed in Schedule 1 and the requirement for the Assigned Staff to use Customer‑provided materials while supplying her own equipment as needed; (2) the term, which begins on the agreement date and continues until the Service Provider removes her from the position; (3) that all fees and expenses are paid by the Service Provider per their internal arrangement; (4) the independent‑contractor status of the Assigned Staff, precluding any employee benefits or authority to bind the Customer; (5) comprehensive intellectual‑property provisions assigning all work product and related IP rights to the Customer, including work‑made‑for‑hire language and a power‑of‑attorney clause for patent and copyright filings; (6) strict confidentiality obligations covering all proprietary information and procedures for lawful disclosures; (7) mutual representations and warranties regarding authority, non‑conflict, qualifications, compliance with law, and originality of work product; (8) indemnification of the Customer by the Assigned Staff for breaches of representations or obligations; (9) survival of key clauses upon termination; (10) assignment restrictions for the Assigned Staff and unrestricted assignment rights for the Customer; (11) remedies allowing the Customer to seek injunctive relief for breaches; (12) governing law of the State of Arizona; and (13) miscellaneous provisions covering export compliance, amendment procedures, and execution in counterparts. The agreement concludes with signature lines for both parties.
Topics
Scope of Services and Access Requirements
Defines the Assigned Staff's duties per Schedule 1, access to Customer materials, and the obligation to provide personal equipment as needed.
Term and Continuation Until Removal
Specifies that the agreement starts on the signing date and remains in effect until the Service Provider removes the Assigned Staff from the Customer position.
Independent Contractor Status and Benefit Exclusions
Clarifies that the Assigned Staff is not an employee of the Customer, lacks authority to bind the Customer, and is ineligible for employee benefit plans.
Intellectual Property Assignment and Power‑of‑Attorney
All work product created under the agreement is owned by the Customer, treated as work‑made‑for‑hire, with a clause granting the Customer power of attorney to execute IP filings on the Assigned Staff’s behalf.
Confidentiality Obligations and Exceptions
Mandates strict handling of the Customer’s confidential information, outlines permitted disclosures, and provides procedures for legally compelled disclosures.
Mutual Representations and Warranties
Lists the Assigned Staff’s warranties regarding authority, non‑conflict, qualifications, compliance, title to work product, and originality; also includes the Customer’s warranties of authority.
Indemnification of the Customer
Requires the Assigned Staff to defend, indemnify, and hold harmless the Customer from losses arising from breaches of representations or obligations.
Termination Survival and Post‑Termination Rights
Specifies that key provisions (e.g., IP, confidentiality, indemnification) survive termination of the agreement.