TERMS AND CONDITIONS:  AGENT REPRESENTATION, WORK MADE-FOR-HIRE AND NON-DISCLOSURE AGREEMENT



This Agreement, dated as of _________, 200_ (“Effective Date”), by and between Cactus River, Inc. and its Affiliates (together, “Cactus River, inc.”) and ___________ (“Contractor” also referred to as “Assigned Employee”).

For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party, or that is a successor (whether by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such entity or its business and assets.

Any masculine usage of a word shall also be deemed to include the feminine.

In consideration for the hiring and employment by Cactus River, Inc. of Contractor and the undertakings hereunder set forth, the parties hereto agree as follows:

1. Cactus River, Inc. has been engaged by the Client (“Client”) to provide supplemental staffing services.  Contractor is seeking a position with Cactus River, Inc. that will include the provision of temporary services for the Client.  Contractor acknowledges and agrees that Cactus River, Inc. has the sole right to represent the Contractor to the Client for a period of one year.  Contractor agrees that Cactus River, Inc. is his agent of record with the Client and Contractor will bring no other party to the Client without the express written consent of Cactus River, Inc.

Further, Contractor represents that he is legally eligible to work in the United States.  Contractor agrees to provide Cactus River, Inc. with evidence of citizenship or visa status, as well as any documentation regarding such status as requested by Cactus River, Inc. or its General Counsel.  Cactus River, Inc. reserves the right to transfer H1B visas to Cactus River, Inc. for the Contractor if he holds or is subject to said visa. 

2. Contractor acknowledges and agrees that he is not an employee of the Client and will not be entitled to any benefits or compensation from any benefit plan, policy, or program of the Client.  Cactus River, Inc. shall be solely responsible for compensation to Contractor, and all payroll related taxes, benefits and insurance.  Contractor shall discharge all the obligations under this Agreement without charge to the Client.

3. Contractor agrees that any and all work product (“Work Product”) developed, created or produced by Contractor during the course of its assignment for the Client, are specially ordered or commissioned by the Client as works made-for-hire, and the Client shall own all right, title and interest thereto.  The Client shall have the sole and exclusive right to license, sell, exploit, administer, use and dispose of any Work Product and to retain any and all benefit, revenue and income accruing therefrom.  To the extent that any Work Product does not vest in the Client as a work made-for-hire, Contractor hereby irrevocably grants, assigns and transfers all of its right, title and interest in and to the Work Product to the Client.  The Client shall have the right to obtain and hold in its own name, copyrights or such other protection as may be appropriate to the subject matter, and any extensions or renewals thereof.  Contractor agrees to perform all lawful acts and execute such further instruments as the Client may request to establish, maintain or protect the rights defined in this Section.  If Contractor refuses or fails to perform any such acts or execute any such instruments, Cactus River, Inc. or the Client may do so as Contractor’s attorney in fact for such purpose.

4. Contractor acknowledges and agrees that any and all ideas, discoveries and/or inventions (including but not limited to improvements and modifications), present or proposed products, know-how, strategies, finances, sales, customers, marketing and sales techniques relating to work performed by Contractor, or relating to or suggested by matters disclosed to Contractor in connection with work to be performed whether made or conceived by Contractor or to which Contractor is exposed, solely or jointly with others, during the term of Contractor’s assignment for the Client, shall be the property of, and promptly disclosed to, the Client or its nominee.  Either the Client or its nominee shall have the right to file and prosecute, at its own expense, all patent applications, whether U.S. or foreign, on said ideas, discoveries and/or inventions.  Contractor shall, during the term of his assignment for the Client and for a minimum of one (1) year and a reasonable time thereafter, cooperate fully and provide the Client or its nominee all documents, information and assistance requested for filing, preparing, prosecuting or defending any legal action or application pertaining to such ideas, discoveries and/or inventions, patent applications and letters patent issuing thereon.  In addition, upon request of the Client, Contractor shall execute and deliver to the Client such agreements pertaining to ideas, discoveries and/or inventions, during the period of Contractor's assignment and thereafter, as requested by the Client.

5. Contractor warrants to Cactus River, Inc. and the Client that all Work Product (a) shall be original, (b) shall not infringe upon or violate any intellectual property or proprietary right of a third party, and (c) shall not contain any unlawful matter.

6. Contractor, at his own expense, shall defend, indemnify and hold Cactus River, Inc. and the Client harmless from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) are based on, arise out of, or are related to a breach by Contractor of any representation, warranty, covenant or agreement made by him hereunder.

7. Contractor acknowledges and agrees that he cannot disseminate or disclose to any third party, or use for Contractor’s own benefit or for any purpose not expressly permitted by the Client, any Confidential Information relating to the products, business or affairs of Cactus River, Inc. or the Client, which is in any way acquired during or by reason of Contractor’s provision of services to the Client.  For purposes of this Agreement, “Confidential Information” is deemed to include, but is not limited to, information in any format pertaining to corporate strategic plans, budgets, profit & loss data, raw material costs, identity of suppliers, customer lists, customer information, advertising and marketing plans, sales plans, new product developments, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research, technology research and development, formulae, processes, methods, machines, ideas, concepts, new products, improvements, inventions, and associations with other organizations.

8. Upon termination of Contractor’s assignment, and at such other times as the Client may request, Contractor shall deliver to the Client or its nominee designated in writing, all notebooks, reports, letters, copies, manuals, drawings, blueprints, discs, e-mails, CD-ROMS and all other materials relating to the Client’s business, including all confidential and proprietary information, in the Contractor’s possession or control.

9. Contractor shall not (a) create, publish, distribute or permit any written material that makes reference to Cactus River, Inc. or the Client without the prior written consent of the respective party, nor (b) make any false or defamatory statements about Cactus River, Inc. or the Client. 

10. Contractor acknowledges that any and all employment with Cactus River, Inc. hereunder is EMPLOYMENT AT WILL.  Contractor agrees that his obligations hereunder shall continue beyond the termination of an assignment for the Client and/or termination of employment with Cactus River, Inc. and shall be binding upon his/her legal representatives, heirs, successors and assigns and shall inure to the benefit of Cactus River, Inc. and the Client as well as all of their subsidiaries and affiliates and their respective successors and assigns.

11. The parties acknowledge and agree that the Client is a third party beneficiary to this Agreement.  In the event that Contractor breaches any provision or is otherwise in default hereunder, the Client shall have the right, in its own name or on behalf of Cactus River, Inc., to take any and all action it deems necessary or appropriate, and to seek any remedy available to it or to Cactus River, Inc., at law or in equity.

12. No term or provision of this Agreement may be changed, modified or waived except by a written instrument signed by the parties hereto, upon the Client’s prior written consent.  In the event any provision herein shall be judged illegal, void or unenforceable, the balance of this Agreement shall remain in full force and effect.

13. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New Jersey without regard to its principles governing conflicts of law.

14. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

15. By accepting Cactus River, Inc.’s assistance with marketing, Contractor (and candidates for Contractor) is required to comply with the terms and conditions of this agreement whether or not Cactus River, Inc, has received a signed copy of this agreement.

Contractor hereby acknowledges that he has read and understands the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this               day of                              , 200    .

CONTRACTOR                                   CACTUS RIVER, INC.

_____________________                      _____________________           

By: _____________________               By: _____________________    

Date: _____________________             Date: _____________________