Quotient Technology Inc.
Talent Acquisition Terms
Last updated October 19, 2020
Agency enters into these Terms on behalf of its employees and contractors (its “Personnel”), and hereby represents and warrants that it has all rights and authority to bind itself and its Personnel to these Terms. As used herein, “Consultant” means Agency and its Personnel collectively and individually.
- SERVICES. Subject to (a) these Terms; and (b) the Project Assignment Terms for Staffing Services or the Project Assignment Terms for Recruiting Services (each, the “Project Terms”), as applicable (collectively, the “Agreement”), Consultant will, to the best of its ability, render the services (the “Services”) set forth in the Project Terms executed by Quotient and Agency during the term set forth
- COMPENSATION. As Consultant’s sole compensation for Services, Quotient will pay Agency the fees set forth in the applicable Project Terms in the timeframe set forth therein. Agency will be responsible for all expenses incurred in performing Services under this Agreement; provided, however Agency will be reimbursed for expenses that are expressly provided for in a Project Terms or that have been approved in advance in writing by Quotient, provided Agency has furnished such documentation for authorized expenses as Quotient may reasonably request. Assigned Personnel will present a time sheet or an electronic time record to Agency which will in-turn submit it to Quotient for verification and approval at the end of each week.
- INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant’s relationship with Quotient will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Quotient and Consultant. Consultant is not the agent of Quotient and is not authorized to make any representation, contract, or commitment on behalf of Consultants will not be entitled to any of the benefits which Quotient may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Agency will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Agency’s and its Personnel’ performance of Services and receipt of fees under this Agreement. Quotient will regularly report amounts paid to Agency by filing Form 1099-MISC with the Internal Revenue Service as required by law. Because Consultant is an independent contractor, Quotient will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation insurance on Agency’s behalf. If Agency is an individual or a sole proprietor, Agency agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Agency or its Personnel under this Agreement. Agency hereby agrees to indemnify and defend Quotient against any and all such taxes or contributions, including penalties and interest. If Consultant is reclassified by a state or federal agency or court as Quotient’s employee, Consultant will become a reclassified employee and will receive no benefits from Quotient, except those mandated by state or federal law, even if by the terms of Quotient’s benefit plans or programs of Quotient in effect at the time of such reclassification, Consultant would otherwise be eligible for such benefits.
- CONFIDENTIAL INFORMATION AND OWNERSHIP.
- Confidential Information. Consultant agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold Quotient’s Confidential Information in trust and confidence, will not use Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Confidential Information to any third party without first obtaining Quotient’s express written consent on a case-by-case basis. By way of illustration but not limitation “Confidential Information” includes (a) trade secrets, inventions, ideas, processes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of Quotient. Notwithstanding the other provisions of this Agreement, nothing received by Consultant will be considered to be Quotient Confidential Information if (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by Consultant from a third party without confidential limitations; (3) it has been independently developed for Consultant by personnel or agents having no access to Quotient Confidential Information; or (4) it was known to Consultant prior to its first receipt from Quotient.
- No Conflict of Interest. Quotient acknowledges that Consultant may provide similar services to third parties. Consultant agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation in direct conflict with Consultant’s obligations under this Agreement or the scope of Services rendered for Quotient. Consultant warrants that to the best of its knowledge, there is no other existing contract or duty on Consultant’s part inconsistent with this Agreement. Consultant further agrees not to disclose to Quotient, or bring onto Quotient’s premises, or induce Quotient to use any confidential information that belongs to anyone other than Quotient or
- Work Product. Consultant agrees that any and all Work Product (as defined below) shall be the sole and exclusive property of Quotient. Consultant agrees to promptly make full written disclosure to Quotient, will hold in trust for the sole right and benefit of Quotient, and hereby assigns to Quotient, or its designee, all right, title, and interest in and to any and all deliverables, inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Consultant may solely or jointly conceive or develop or reduce to practice during the course of performing Services for Quotient (collectively referred to as the “Work Product”). Work Product does not include any pre-existing work of
- Waiver or Assignment of Other Rights. If Consultant has any rights to the Work Product that cannot be assigned to Quotient including but not limited to “artist’s rights” or “moral rights”, Consultant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Quotient with respect to such rights, and agrees, at Quotient’s request and expense, to consent to and join in any action to enforce such If Consultant has any right to the Work Product that cannot be assigned to Quotient or waived by Consultant, Consultant unconditionally and irrevocably grants to Quotient during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to make, have made, modify, use, and sell, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such rights.
- Assistance. Consultant agrees to cooperate with Quotient or its designee(s), both during and after the term of this Agreement, in the procurement and maintenance of Quotient’s rights in the Work Product and to execute, when requested, any other documents deemed necessary by Quotient to carry out the purpose of this Agreement. Consultant will assist Quotient (including but not limited to executing documents) to obtain, and from time to time enforce, United States and foreign intellectual and proprietary rights relating to the Work Product in any and all countries. Consultant will execute, verify and deliver assignments of such intellectual or proprietary rights to Quotient or its designee. Consultant’s obligation to assist Quotient set forth hereunder will continue beyond the termination of this Agreement, but Quotient will compensate Consultant at a reasonable rate after such termination for the time actually spent by Consultant at Quotient’s request on such In the event Quotient is unable for any reason, after reasonable effort, to secure Consultant’s signature on any document needed in connection with the actions specified above in this Section 4, Consultant hereby designates and appoints Quotient and its duly authorized officers and agents as its agent and attorney-in-fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Consultant. Consultant hereby waives and quitclaims to Quotient any and all claims, of any nature whatsoever, which Consultant now or may hereafter have for infringement of any intellectual or proprietary rights assigned hereunder to Quotient.
- Background Technology. Quotient acknowledges that Consultant may use in the course of performing the Services or incorporate in the deliverables inventions, original works of authorship, developments, improvements, and trade secrets that Consultant can prove with written evidence were made by Consultant prior to engagement with Quotient or licensed by Consultant from a third party (collectively referred to as “Background Technology“). Background Technology belongs to Consultant and is not assigned by the Consultant hereunder. If in the course of Services for Quotient, Consultant incorporates into a deliverable, the Work Product, or any other Quotient product, process or machine a Background Technology owned by Consultant or in which it has an interest, Quotient is hereby granted and has a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license including the right to sublicense to make, have made, modify, use, and sell, reproduce, create derivative works of, distribute, publicly perform and publicly display the Background Technology as part of or in connection with such deliverable, Work Product, product, process or machine. However, in no event will Consultant incorporate into the Work Product any software code licensed under the GNU GPL or LGPL or any similar “open source” license. Consultant represents and warrants that Consultant has an unqualified right to license to Quotient all Background Technology as provided in this
- Export. Consultant agrees not to export, directly or indirectly, any U.S. source technical data acquired from Quotient or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.
- CONSULTANT REPRESENTATIONS AND WARRANTIES. Consultant hereby represents and warrants that the Services and Work Product will comply with laws and regulations, and with Quotient’s requirements and the description and specifications set forth in the Project Terms and Consultant has full right and power to enter into and perform this Agreement without the consent of any third party. Consultant will defend, indemnify, and hold harmless Quotient from and against any claims relating to or arising from a breach by Consultant or its employees or contractors of any representations or warranties under this Agreement. Consultant hereby also represents and warrants that (a) the Work Product will be an original work of Consultant and any third parties involved in the Project will have executed assignment of rights reasonably acceptable to Quotient; (b) neither the Work Product nor any element thereof will infringe the intellectual or proprietary rights of any third party; (c) the Services and Work Product will comply with laws and regulations, and with Quotient’s requirements and the description and specifications set forth in the Project Terms; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third
- LIMITATION OF LIABILITY;
- Limitation of Liability. IN NO EVENT SHALL QUOTIENT BE LIABLE HEREUNDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER QUOTIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL QUOTIENT’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY QUOTIENT TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH
- Agency shall obtain and maintain the following insurance: Worker’s Compensation Insurance as required by law; bodily injury and property damage public liability insurance (including products and completed operations and contractual liabilities) of not less than $2,000,000 per occurrence; automobile bodily injury liability insurance of not less than $250,000 per person, and $500,000 per accident, and property damage liability of $1,000,000 per accident, or with such other limits as Quotient may specify in this Order or from time to time in writing. Upon request, Agency shall provide Quotient with satisfactory evidence that such insurance is in effect.
- Termination by Quotient. Quotient may terminate this Agreement at its convenience upon fifteen (15) days’ prior written notice to Agency. Quotient may also terminate this Agreement for cause upon seven (7) day prior notice if Agency refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
- Termination by Agency. Agency may terminate this Agreement if Quotient is in material breach of this Agreement, provided that Agency notifies Quotient in writing of the breach, and the breach is not cured within thirty (30) days of such notification. Agency may terminate this Agreement at any time that there are no existing Project Terms in effect upon fifteen (15) days’ prior written notice to
- Effect of Termination. During and for a period of two (2) years immediately following termination of this Agreement by either party, Agency agrees not to directly or indirectly solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Quotient. Upon termination of the Agreement or earlier as requested by Quotient, Agency will deliver to Quotient any and work-in-progress and Quotient’ Confidential
- GENERAL PROVISIONS.
- Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California, USA, as applied to transactions taking place wholly within California between California residents. The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in Santa Clara County, California, USA for any lawsuit arising from or related to this Agreement that is permitted under this
- No Publicity. Agency may not, without Customer’s written consent, disclose to any third party that Quotient is a customer of Agency, or use Customer’s trade name, trademark, or logo.
- Injunctive Relief. Agency agrees that it would be impossible or inadequate to measure and calculate Quotient’s damages from any breach of the covenants set forth in Section 4 (Confidential Information and Ownership). Accordingly, Agency agrees that if Agency breaches Section 4 (Confidential Information and Ownership), Quotient will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such Agency further agrees that no bond or other security shall be required in obtaining such equitable relief and Agency hereby consents to the issuances of such injunction and to the ordering of such specific performance.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and
- No Assignment. This Agreement may not be assigned by Agency without Quotient’s written consent, and any such attempted assignment will be void and of no
- Notices. All notices, demands or consents required or permitted under this Agreement will be in Notice will be considered delivered and effective when (a) personally delivered; (b) two days following transmission if sent by facsimile with confirmation of receipt; (c) one (1) day after posting when sent by reputable private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified United States mail. Notice will be sent to the parties at the addresses set forth on the first page of this Agreement or at such other address as will be given by either party to the other in writing. Notice to Quotient will also be emailed to Legal at [email protected]
- Survival. The following provisions will survive termination of this Agreement: Sections 4 (Confidential Information and Ownership), 1 (Limitation of Liability), 7.3 (Effect of Termination), and 8 (General Provisions).
- Waiver. No waiver by Quotient of any breach of this Agreement will be a waiver of any preceding or succeeding No waiver by Quotient of any right under this Agreement will be construed as a waiver of any other right. Quotient will not be required to give notice to enforce strict adherence to all terms of this Agreement.
- Defend Trade Secrets Act of 2016. Pursuant to the Defend Trade Secrets Act of 2016, Agency is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court
- Entire Agreement. This Agreement, together with the terms and documents referenced herein, is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by both parties. The terms of this Agreement will govern all Project Terms and Services undertaken by Agency for Quotient. In the event of any conflict between this Agreement and the Project Terms, the Project Terms will control, but only with respect to the Services set forth herein.