(b) The Company will reimburse Contractor, as set forth in Schedule A attached hereto, for business expenses reasonably incurred by Contractor in the performance of Contractor’s services under this Agreement. Contractor will timely submit to the Company receipts and invoices for business expenses, providing such detail in the invoices as reasonably requested by the Company and consistent with the Company’s travel and business expense reimbursement policies and practices in effect from time to time.
(c) The Company may, at its option, pay Contractor by business check or electronic funds transfer (ACH), and Contractor agrees to complete the applicable forms to authorize such ACH payments if requested by the Company.
(d) Contractor will deliver to the Company a completed Form W-9.
3. Term. The “Term” of Contractor’s engagement shall be as set forth in Schedule A attached hereto, unless earlier terminated by either party in accordance with Section 4 below
4. Termination. This Agreement will terminate upon the earlier to occur of any of the following events: (a) expiration of this Agreement; (b) Contractor’s death or disability, where such disability prevents Contractor from substantially performing Contractor’s duties hereunder, in accordance with applicable law, if Contractor is an individual or the services are being performed by a specific individual; (c) at any time for any or no reason whatsoever by either party upon giving the other party thirty (30) calendar days’ prior written notice; and (d) upon written notice to the other party upon the occurrence of any one or more of the following events (“Cause”): (i) the other party breaches any provision of this Agreement and fails to remedy such breach within ten (10) days after receipt of written notice of such breach; (ii) Contractor’s intentional or repeated dereliction of Contractor’s duties to the Company; (iv) Contractor’s gross negligence or willful misconduct; or (v) Contractor’s commission of any act of fraud or dishonesty against the Company or Operator or the Company’s customers, suppliers, vendors or franchisees.
5. Ownership of Deliverables. Any and all recipes, product lists, product descriptions, analyses, materials, data, reports, videos, software programs, and other deliverables developed, conceived, originated, prepared or generated by Contractor in connection with Contractor’s performance of Contractor’s services to the Company, including, without limitation, any recipes, menus, ingredient lists, product descriptions, formulas, algorithms, software programs, processes, ideas, inventions, know-how and techniques related thereto, all patent, copyright, trademark, trade secret and all other proprietary rights therein, and any derivative works created therefrom (collectively, “Deliverables”), whether created before or after the Effective Date, will be owned exclusively by the Company, except that Contractor is not transferring ownership by this Agreement of recipes, ingredient lists, product descriptions, formulas, processes, algorithms, software programs, ideas, inventions, know-how and techniques related thereto, not related to the Company or its Business and owned by Contractor prior to or after the Effective Date of this Agreement (collectively, “Contractor’s Pre-Existing Knowledge”). The Company’s ownership of the Deliverables will inure to the benefit of the Company from the date of the conception, creation, or fixation of the Deliverables in a tangible medium of expression, as applicable. All newly created copyrightable aspects of the Deliverables will be considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”). If and to the extent the Deliverables, or any part thereof, are found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Act, Contractor agrees that all exclusive right, title and interest in and to those newly created copyrightable aspects of the Deliverables, and all copies thereof, are hereby expressly assigned automatically to the Company without further consideration as of and from the date of creation or fixation of the Deliverables in a tangible medium of expression. Contractor agrees to assist the Company, at the Company’s cost and expense, in obtaining and enforcing all rights and other legal protections for the Deliverables and to execute any and all documents that the Company may reasonably request in connection therewith, including any copyright assignment document(s). Contractor hereby grants to the Company a perpetual, unrestricted, royalty-free, worldwide, non-exclusive license to the Contractor’s Pre-Existing Knowledge to the extent any of Contractor’s Pre-Existing Knowledge is included in or related to, in whole or in part, the Deliverables.