Cooperation Terms

Last updated on 01/10/2024

  • 1. Application

    1.1 These Cooperation Terms (the “Terms”) set the conditions for collaboration between MMA DIGITAL CORP. 7251 W LAKE MEAD BLVD STE 300, LAS VEGAS, NV 89128-8380, USA (the “Company”), and any individual entering into a service agreement (the “Agreement”). These Terms form an integral part of the Agreement.

    1.2 Any party entering into the Agreement (the “Contractors”) acknowledges that they:

    • have read and understood these Terms,
    • accept all terms listed here, and
    • recognize that violating these terms may result in termination or legal action.

    1.3 The term “Parties” refers to the entities entering into the Agreement that incorporates these Terms, i.e., the Company and the Contractor.

    1.4 The Company reserves the right to modify these Terms as necessary. Any amendments will become binding immediately. If you disagree with any changes, you may terminate the Agreement and take all actions required for such termination.

  • 2. Confidentiality

    2.1 “Confidential Information” refers to all information shared by the Company with the Contractor, whether orally or in writing, including but not limited to:

    • the Agreement and its terms,
    • details concerning the Company’s business, financial status, clients, and plans,
    • any information developed during the course of work under this Agreement, and
    • information marked as confidential by the Company.

    2.2 The Contractor agrees to maintain the confidentiality of this information and not to share it without written consent from the Company.

    2.3 The restrictions in Section 2.2 do not apply to information that:

    • is publicly available through no fault of the Contractor, or
    • must be disclosed by law or court order, provided that the Contractor promptly notifies the Company and takes reasonable steps to secure protective measures or confidential handling.

    2.4 The Contractor may share Confidential Information with employees or assistants as needed to fulfill their duties under this Agreement, provided these individuals are bound by equivalent confidentiality obligations. The Contractor remains responsible for any breaches by these individuals.

    2.5 Upon termination of the Agreement or upon request from the Company, the Contractor must return all confidential materials in their possession.

    2.6 The Contractor must implement appropriate security measures to protect Confidential Information from unauthorized access, use, or disclosure.

  • 3. Non-Compete & Non-Solicitation

    3.1 For two years following the end of the Contractor’s engagement with the Company (“Non-Compete Period”), the Contractor shall not:

    • work for a competitor of the Company in any market where the Company operates. This period is reduced to one year if the Company terminates the Agreement without cause, and
    • solicit the Company’s customers or employees.

    3.2 The Contractor must inform the Company of any investments or leadership roles in competitor companies.

  • 4. Intellectual Property Rights

    4.1 “Intellectual Property (IP)” includes patents, copyrights, trademarks, trade secrets, and inventions. “Relevant IP” refers to IP created by the Contractor during the engagement with the Company.

    4.2 All Relevant IP is the property of the Company. The Contractor hereby assigns all rights to the Relevant IP to the Company.

    4.3 Regarding Relevant IP, the Contractor agrees to:

    • assist the Company in obtaining IP protection,
    • maintain confidentiality of the IP for two years post-termination, and
    • deliver all relevant documents and materials to the Company.

    4.4 The Company has exclusive rights to use, modify, distribute, and commercialize the Relevant IP globally and may transfer these rights to third parties.

    4.5 The Contractor’s compensation includes any fees related to Relevant IP.

  • 5. Anti-Bribery and Corruption

    5.1 The Contractor must not engage in offering, promising, giving, authorizing, or accepting bribes in any form, either directly or indirectly.

    5.2 Gifts, entertainment, or hospitality must be reasonable and not intended to influence business decisions.

    5.3 Any known or suspected acts of bribery must be reported to the Company immediately.

  • 6. Restricted Locations

    6.1 Contractors from specific countries or territories cannot provide services to MMA Digital Corp, including but not limited to Crimea/Sevastopol, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, or other regions under international sanctions imposed by the USA, EU, or UN.

  • 7. Anti-Money Laundering and Terrorist Financing (AML/CFT)

    7.1 The Contractor is committed to preventing money laundering and terrorist financing by:

    • verifying the identities of counterparties, including legal entities and individuals,
    • conducting due diligence using government registries and sanctions lists to avoid relationships with high-risk parties such as those on the FATF blacklist, sanctioned individuals, or entities involved in illegal activities.
  • 8. Personal Data Processing

    8.1 The Contractor consents to the Company’s processing of personal data in compliance with applicable data protection regulations.

    8.2 The Company processes personal data for various purposes, relying on contract performance, legal compliance, and legitimate interests.

    8.3 The Company may transfer personal data to third-party processors or other countries solely for the stated purposes, ensuring data protection measures are in place.

    8.4 The Contractor retains the right to access, rectify, delete, restrict, object to, or transfer personal data, withdraw consent, and file complaints as permitted by law.

  • 9. Responsibility for Breach

    9.1 Any party breaching the Agreement will be liable to the other party for damages and legal costs incurred due to the breach.

  • 10. Termination and Survival

    10.1 The Agreement is open-ended but may be terminated with notice. Certain clauses (e.g., Confidentiality, Non-Compete, IP) survive termination.

  • 11. Contractor Compliance

    11.1 The Contractor must obtain required permits, pay applicable taxes, and comply with all relevant laws.

  • 12. Rights and Remedies

    12.1 The remedies provided are in addition to legal rights and are not exclusive.

  • 13. Severability

    13.1 If any provision is deemed unenforceable, the remaining provisions will remain in effect. The Parties shall work in good faith to amend any unenforceable provision.

  • 14. Assignment

    14.1 The Company may assign its rights under the Agreement with prior written notice to the Contractor.

  • 15. Governing Law and Dispute Resolution

    15.1 The Agreement is governed by the laws of England and Wales. Disputes will be resolved by the London Court of International Arbitration.