Cyber-expert Project Terms

THIS CYBER POP-UP FREELANCER PROJECT AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN YOU (“FREELANCER”) AND CYBER POP-UP INC. ("CYBER POP-UP”), INDIVIDUALLY THE “PARTY” AND COLLECTIVELY “THE PARTIES”.  FOR THE FOLLOWING PROJECT, THE PARTIES AGREE TO THE FOLLOWING AS SET FORTH BELOW, AND  INCORPORATES BY REFERENCE THE TERMS OF SERVICE.

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IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Cyber Pop-up and the Freelancer (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

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BACKGROUND

1. Definitions:

1. “Cyber Pop-up” is defined as the party requesting a project from the Freelancer, on behalf of the Client. 
2. The “Client" is the party requesting Services from Cyber Pop-up. 
3. “Services” are cyber security consulting Services, which are delivered using the Cyber Pop-up network of third-party sub-contractors in the form of crowd-sourced cyber security practitioners ("Freelancer"). 

1. Cyber Pop-up is of the opinion that the Freelancer has the necessary qualifications, experience and abilities to provide consulting services to the Client(s), assuming that all information submitted by the Freelancer during the application process is accurate and true. 
2. The Freelancer is agreeable to providing the consulting services to the Cyber Pop-up included on the terms and conditions set forth in this Agreement, and attests that all information submitted during the application and verification process is accurate and maintained throughout this Agreement. 

SERVICES PROVIDED

1. Cyber Pop-up hereby agrees to engage the Freelancer to provide Cyber Pop-up and its Clients with the following cyber security consulting services (the “Services"):

1. Services will include analyzing Client’s cyber security needs and current business obstacles as requested, identifying short-term projects required, and supporting the delivery of those projects.
2. For any projects completed under Services, a detailed statement of work must be documented and mutually agreed upon by Parties before a Freelancer begins work.
3. The Services will also include any other consulting tasks mutually agreed upon by the Parties. The Freelancer hereby agrees to provide such Services to Cyber Pop-up and Cyber Pop-up Client(s).

TERM OF AGREEMENT; TERMINATION

1. The Term of this Agreement (the "Term") will begin on the date the Service is requested by the Cyber Pop-up and will remain in full force and effect indefinitely, or until this Agreement is terminated by either Party for any reason. 
2. Either Party may terminate this Agreement at any time, for any reason; however the terminating Party must provide 10 days written notice to the other Party
3. Except as otherwise provided in this Agreement, the obligations of the Consultant
4. Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement.
5. In the event that the Freelancer breaches a material provision under this Agreement, Cyber Pop-up may terminate this Agreement immediately and require the Freelancer to indemnify Cyber Pop-up against all reasonable damages.
6. Except as otherwise provided in this Agreement, the obligations of the Freelancer will end upon the termination of this Agreement.

PERFORMANCE

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

1. Cyber Pop-up will pay the Freelancer for the Services as follows (the "Compensation"):

• Upon project completion and acceptance by the Client, the Freelancer will be paid, at a rate agreed upon by the Parties prior to the start of Services.

REIMBURSEMENT OF EXPENSES

1. The Freelancer will be reimbursed occasionally for reasonable and necessary expenses incurred by the Freelancer in connection with providing the Services.
2. All expenses must be pre-approved by the Client, and Freelancer must provide an itemized invoice to Cyber Pop-Up in order to be reimbursed.

CONFIDENTIALITY

1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of Cyber Pop-up or its Clients which would reasonably be considered to be proprietary to Cyber Pop-up or its Clients including, but not limited to, accounting records, business processes, and records, and that is not generally known in the industry of Cyber Pop-up or its Clients and where the release of that Confidential Information could reasonably be expected to cause harm to Cyber Pop-up or its Clients.
2. The Freelancer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Freelancer has obtained, except as authorized by Cyber Pop-up or its Clients or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
3. All written and oral information and material disclosed or provided by Cyber Pop-up or its Clients to the Freelancer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Freelancer.

OWNERSHIP OF INTELLECTUAL PROPERTY

1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of Cyber Pop-up or its Clients, as outlined in the Client Project Terms. The use of the Intellectual Property by Cyber Pop-up or its Clients will not be restricted in any manner, unless otherwise agreed upon by the Parties.
2. The Freelancer may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of Cyber Pop-up or it’s Clients. The Party at fault will be responsible for any damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

1. Upon the expiration or termination of this Agreement, the Freelancer will return to the Cyber Pop-up or its Clients any property, documentation, records, or Confidential Information which is the property of the Cyber Pop-up or its Clients.

CAPACITY/INDEPENDENT CONTRACTOR

1. By providing the Services under this Agreement it is expressly agreed that the Freelancer is acting as an independent contractor and not as an employee. The Freelancer and the Cyber Pop-up acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Cyber Pop-up is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Freelancer during the Term. The Freelancer is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Freelancer under this Agreement.

NO RIGHT OF SUBSTITUTION

1. The Freelancer is prohibited from transferring any assignments to another party, without approval in writing from Cyber Pop-up, and will not hire or engage any third parties to assist with the provision of the Services.

AUTONOMY

1. Except as otherwise provided in this Agreement, the Freelancer will have full control over working time, methods, and decision-making in relation to provision of the Services in accordance with the Agreement. However, the Freelancer must be responsive to the reasonable needs and concerns of Cyber Pop-up and its Clients.

EQUIPMENT

1. Except as otherwise provided in this Agreement, the Freelancer is responsible for ensuring they have the necessary tools, equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement. When applicable and agreed upon prior to start of Services, the Client will provide at the Client’s own expense, any and all specialized or proprietary tools or access required to deliver Services. 

EXCLUSIVITY

1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. However, if the Freelancer and the Client are connected through Cyber Pop-up, both parties are prohibited from conducting direct transactions with each other for freelance security services outside of Cyber Pop-up for up to two years after the initial connection. Freelancers are allowed to be hired full-time with Clients, in which case direct work is allowed.

NOTICE

1. Each party consents to the other party sending notices, requests or other communication required or permitted by the terms of this Agreement via e-mail at the following addresses: of an informational, advertisement or technical nature via e-mail and will be deemed to be properly delivered at the time the e-mail is sent:

1. Freelancer
   The email address submitted with the Service request.
2. Cyber Pop-up
   info@cyberpopup.com

INDEMNIFICATION/LIMITATION OF LIABILITY

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Freelancer agrees to indemnify and hold harmless Cyber Pop-up, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Freelancer, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
2. The Party requiring protection against any claim or damages that they may suffer while participating in the activity is the (“Indemnified Party"). The Party who promises to reimburse the Indemnified Party for any claim or damages that the Indemnified Party may suffer while participating in the activity is the (“Indemnifying Party").
3. The Parties will not be entitled to indemnification for any expenses, judgments, fines, settlements and other amounts incurred as the result of their own participation in an activity where:
4. In the case of a civil claim, the Party did not act in good faith and in a reasonable manner; the actions or conduct of the Party constituted willful misconduct or was knowingly fraudulent or deliberately dishonest; the Indemnified Party will or has received payment under their insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except where payment under this insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Party in which case the Indemnifying Party will be responsible for any shortfall in payment received, with a liability limitation of one million dollars; or an action or proceeding was initiated in whole or in part by the Indemnified Party whether alone or along with one or more other claimants unless the action or proceeding has the written consent of the Indemnifying Party. 
5. Cyber Pop-Up's liability to Freelancer shall not exceed 1 (one) times the amount of total money due to Freelancer for Services.

TIME OF THE ESSENCE

1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

1. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.

SEVERABILITY

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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