STANDARD VENDOR AGREEMENT
STANDARD CONFIDENTIALITY AND ARBITRATION AGREEMENT BY AGREEING TO WORK WITH BONJOUR FETE & RACHEL HUNTINGTON
This Confidentiality and Arbitration Agreement ("Agreement") is entered into by Vendor who agrees to work with Rachel Huntington or Bonjour Fete ("you") with Rachel Huntington, Bonjour Fete or Any Client Represented by the former ("Client") as a material condition and in consideration of your engagement by Client to provide services for the benefit of Client and/or Client's employees, agents, her family members, and/or any entities owned or controlled by Client (all such persons are referred to herein as the "Protected Parties").
1. You will honor the Protected Parties' privacy and agree that you will not at any time (whether before, during or after the term of your engagement): (i) take any photographs or make any other audio, visual or audiovisual recordings or other likenesses (whether negatives, digital media, film audio tape, videotape, prints, copies, etc.) of any of the Protected Parties or their real or personal property; (ii) disseminate, publish, state, confirm, deny or in any other manner disclose (including, but not limited to, in or in connection with any publication, article, television program, news story, feature article, television program, biography, book, electronic transmission, internet website or blog, etc.) any private, confidential or proprietary information of any kind dealing with or in any way related to the personal or professional lives, or business affairs of any of the Protected Parties; (iii) remove or copy any documents, agreements, correspondence, literary material, photographs, drawings, phone numbers, daily logs or calendars, computer software and storage media, computer-stored information and other materials; or (iv) publicize or disclose the fact that you are providing services to or working for Client or any of the Protected Parties, and you will not include any identification of any of the Protected Parties on any client list or any of your other advertising, publicity or promotion. You agree that all of the foregoing material and information is, as between you and the Protected Parties, the sole and exclusive property of Client. Upon the termination of your engagement or whenever requested by Client, you will immediately return to Client any and all such materials which you may have in your possession or control.
2. Notwithstanding the restrictions contained herein, you may disclose information and deliver materials: (a) to Client and Client's business management or legal counsel; or (b) which are necessary in the performance of your services for any of the Protected Parties, but then only to the extent necessary, to any other employees, contractors and agents of Client known to you to be bound by a similar obligation of confidentiality; or (c) which you may be compelled to make by judicial process from a court of competent jurisdiction or otherwise as a matter of law, provided that you give Client prompt prior written notice and the opportunity to intervene to oppose or obtain a protective order with respect to any such disclosure. If Client seeks a protective order or other remedy, you shall cooperate with and support Client's application for such order or other remedy. Whether or not such protective order or other remedy is obtained, you shall disclose only that portion of the subject information which you are legally required to disclose.
3. You acknowledge that any breach or threatened breach of this Agreement will cause irreparable injury to the Protected Parties, not readily measurable in money, and for which Client shall be entitled to injunctive relief in addition to any other rights or remedies Client may have at law or in equity (including the right to terminate your engagement immediately for cause). You further agree to account and pay over to Client, promptly upon receipt, any monies or other consideration you may receive as a result of any breach of this Agreement.
4. To the maximum extent permitted by applicable law, any dispute or claim arising out of or in connection with this Agreement or the services provided by you shall be resolved exclusively by confidential and binding arbitration in the city in which your primary services are rendered administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or if applicable, its Employment Arbitration Rules and Procedures (JAMS Rules) (www.jamsadr.com). Notwithstanding the foregoing, to the maximum extent permitted by law, either party may apply for and obtain temporary or preliminary injunctive or other equitable relief from a court of competent jurisdiction pending arbitration and such action shall not be a waiver of this agreement to arbitrate any disputed matter. Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction. BY AGREEING TO WORK WITH BONJOUR FETE AND RACHEL HUNTINGTON, YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO ARBITRATE ALL CLAIMS AND ARE WAIVING YOUR RIGHT TO A JURY TRIAL.
5. This Agreement may not be modified, waived, amended, superseded or terminated without the written consent of both parties. If any term, provision, covenant or restriction of this Agreement is held by a court or arbitrator to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No failure or delay by Client, or any other Protected Party, in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege preclude the exercise of any other or further exercise of that or any other right, power or privilege under this Agreement. This Agreement survives the performance or termination of any agreement between you and Client for your services.
If you agree with the foregoing, we are excited to work alongside you with some of our most valued customers.