Contract Terms and Conditions

Terms and Condition
This Virtual Assistant Contract is governed by the terms and conditions provided here and in Attachment A,

attached hereto.

IN WITNESS WHEREOF, by their respective signatures below, the parties have caused the Contract, inclusive of Attachment A, to be duly executed and effective as of the Effective Date.

Attachment A

Virtual Assistant Contract Terms and Conditions 1. Intellectual Property Rights

1. Retained Rights. Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.

2. Pre‐Existing Intellectual Property. Virtual assistant will not use any Virtual assistant or third party Pre‐Existing Intellectual Property in connection with this Contract unless Virtual assistant has the right to use it for Client’s benefit. If Virtual assistant is not the owner of such Pre‐Existing Intellectual Property, Virtual assistant will obtain from the owner any rights as are necessary to enable Virtual assistant to comply with this Contract.

Virtual assistant grants Client a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in Virtual assistant and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.

Virtual assistant will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Virtual assistant clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Virtual assistant identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Client in writing. Virtual assistant designer represents, warrants and covenants that Virtual assistant has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Virtual assistant. Virtual assistant shall indemnify Client against any losses and liability incurred by Client due to failure of Web designer to meet any of the requirements in any of the third party licenses.

3. Ownership of Deliverables. Subject to Virtual assistant and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Client, and Virtual assistant hereby assigns such rights to Client. Virtual assistant agrees that Client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Virtual assistant for additional compensation and without challenge, opposition or interference by Virtual assistant and Virtual assistant will, and will cause each of its Personnel to, waive their respective moral rights therein. Virtual assistant will sign any necessary documents and will otherwise assist Client in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.

4. No Rights to Client Intellectual Property. Except for the limited license to use materials provided by Client as may be necessary in order for Virtual assistant to perform Services under this Contract, Virtual assistant is granted no right, title, or interest in any Client Intellectual Property.

2. Confidentiality

1. Confidential Information. For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Virtual assistant hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.

2. Client Confidential Information. The following constitute Confidential Information of Client and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, client names and other information related to clients, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. Virtual assistant will not use Client’s name, likeness, or logo (Client’s “Identity”), without Client’s prior written consent, to include use or reference to Client’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.

3. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity.

Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials,

sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.

4. Right to Disclose. With respect to any information, knowledge, or data disclosed to Client by the Virtual assistant, the Virtual assistant warrants that the Virtual assistant has full and unrestricted right to disclose the same without incurring legal liability to others, and that Client shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Client’s use of any information, knowledge, or data disclosed by Web designer must be made known to Client as soon as practicable and in any event agreed upon before the start of any work.

3. Conflict of Interest

1. Virtual assistant represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Virtual assistant is bound. Virtual assistant shall not accept any work from Client or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Web designer or which is detrimental to Client’s business interests.

4. Termination Rights to Terminate

• Client may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to Virtual assistant.
• Virtual assistant may terminate this Contract upon thirty days prior written notice provided there are no open projects at the time notice is given.
• Client may terminate this Contract and/or any open projects immediately for cause if the Virtual assistant fails to perform any of its obligations under this Contract or if Virtual assistantbreaches any of the warranties provided herein and fails to correct such failure or breach to Client’s reasonable satisfaction within ten (10) calendar days (unless extended by Client) following notice by Client. Client shall be entitled to seek and obtain all remedies available to it in law or in equity.

1. Upon termination of any project or work given Virtual assistant hereunder, Virtual assistant will immediately provide Client with any and all work in progress or completed prior to the termination date. As Client’s sole obligation to Web designer resulting from such termination, Client will pay Web designer an equitable amount as determined by Client for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.

1. Upon termination or expiration of this Contract or a project performed by Virtual assistant hereunder, whichever occurs first, Virtual assistant shall promptly return to Client all materials and or tools provided by Client under this Contract and all Confidential Information provided by Client to Virtual assistant
2. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.

5. Warranties Virtual assistant warrants that:

1. the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,
2. it will perform the Services hereunder in a professional and workmanlike manner,
3. the Deliverables Virtual assistant provides to Client are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties,
4. it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,
5. it will comply with all applicable federal and other jurisdictional laws in performing the Services,
6. it has all rights to enter into this Contract and there are no impediments to Virtual assistant execution of this Contract or Virtual assistant performance of Services hereunder.

6. Limitation of Liability

1. EXCEPT AS SET FORTH IN THIS SECTION BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
2. NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO CONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR

CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS.

7. Inspection and Acceptance

Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables delivered do not conform to specified requirements, Client may require the Virtual assistant to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Virtual assistant’s sole cost and expense. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Client may: (a) require Virtual assistant to take necessary action, at Virtual assistant’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Virtual assistant and accepted by Client.

If Virtual assistant fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Client to be sufficient to ensure future performance of the project in full conformity with such requirements, Client may (a) by contract or otherwise, perform the services or subcontract to another Virtual assistant to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Virtual assistant and/or (b) terminate the project and/or this Contract for default.

8. Insurance

1. Virtual assistant shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any applicable law or regulation, including Workers’ Compensation insurance as required by any applicable law or regulation, or otherwise as determined by Virtual assistant in its reasonable discretion. Virtual assistant’s lack of insurance coverage shall limit any liability Virtual assistant may have under this Contract.

9. Non-Solicitation & Non-Circumvention

Client agrees that during the term of this Agreement and for a period of [12] months following the termination or expiration of this Agreement, Client shall not directly or indirectly solicit, hire, engage, or contract with any Virtual Assistant, employee, contractor, or service provider who is or has been contracted with Agency during the term of this Agreement, without the prior written consent of Agency.

Client further agrees not to attempt to circumvent Agency by establishing a direct relationship with any Virtual Assistant introduced or contracted through Agency. In the event of a breach of this clause, Client agrees to pay Agency liquidated damages equal to $8,000.00, which the parties agree is a fair and reasonable estimate of the damages Agency would sustain.

10. Miscellaneous

Assignment. Virtual assistant shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Client. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of Florida, excluding its choice of law rules.

3. Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.

4. Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Virtual assistant and Client. Client and Virtual assistant agree that Virtual assistant is, and at all times during this Contract shall remain, an independent contractor.

5. Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Virtual assistant and Client. If the delay remains in effect for a period in excess of thirty days, Client may terminate this Contract immediately upon written notice to Virtual assistant. 

Non-Disclosure Agreement

The Receiving Party hereto desires to participate in discussions regarding Virtual Assistant services (the “Transaction”).  During these discussions, Disclosing Party may share certain proprietary information with the Receiving Party.  Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information.

(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing.  Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.  The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.

1. Disclosure of Confidential Information.

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party.  The Receiving Party will:  (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). 

1. Use of Confidential Information.

The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party.  No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.  Title to the Confidential Information will remain solely in the Disclosing Party.  All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.  

1. Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose.  The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief.  Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

1. Term.

This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year).  Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.

1. Remedies.

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information.  The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate.  Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief  preventing the dissemination of any Confidential Information in violation of the terms hereof.  Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.  Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.  Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses. 

1. Return of Confidential Information.

Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies.  Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).

1. Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information  by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

1. No Binding Agreement for Transaction.

The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein.  The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time.  This Agreement does not create a joint venture or partnership between the parties.  If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.

1. Warranty.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER.  The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party.  Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.  The Disclosing Party shall have no liability to the Receiving Party (or any other person or entity) resulting from the use of the Disclosing Party’s Confidential Information or any reliance on the accuracy or completeness thereof.

1. Miscellaneous.

(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof.  This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.

(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of _____________________ (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof.  The Federal and state courts located in _______________ (state)  shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to,  the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection. 

(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.  If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. 

(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph).  All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.

(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld.  All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.

(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.