\u00a0<\/strong><\/h2>\nWHEREAS<\/em>, Member is entering into this Agreement to learn about the HARVEST Independent Member opportunity from licensed independent HARVEST insurance Members; and<\/p>\nWHEREAS<\/em>, Member acknowledges that Member shall receive no remuneration or reimbursement of any nature for any expenses and Member shall receive no monetary compensation based upon this Agreement for any reason from HARVEST; and<\/p>\nWHEREAS, <\/em>HARVEST will provide Member with access to licensed independent HARVEST insurance Members for training opportunities; and<\/p>\nWHEREAS<\/em>, HARVEST will provide Member with access to, databases and resources that Member may in gaining financial knowledge which the Parties believe will assist Member in Member\u2019s development to becoming a HARVEST insurance Member; and<\/p>\nWHEREAS<\/em>, HARVEST is a system-based financial services platform provider that grants qualified independent contractors limited access to its proprietary business platform, training resources, organizational network, and internal systems (collectively referred to in this Agreement as the \u201cHarvest Platform\u201d); and<\/p>\nWHEREAS<\/em>, the Parties expressly acknowledge and intend that Member shall perform services solely as an independent contractor, and that nothing in this Agreement or Member\u2019s access to the Harvest Platform is intended to create, or shall be deemed to create, any employment relationship, agency relationship, partnership, joint venture, or fiduciary relationship between the Parties; and<\/p>\nNOW, THEREFORE, <\/em>in consideration of the covenants set forth herein, and for other good and valuable consideration, including access to the Harvest Platform, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:<\/p>\nDEFINITIONS<\/strong><\/h2>\n\u00a01<\/strong>\u00a0\u201cHarvest Platform<\/strong>\u201d means HARVEST\u2019s proprietary business systems and methodologies, including but not limited to training and education frameworks; recruiting and leadership development systems; organizational structures; workflows and operating methods; compensation methodologies; internal policies and procedures; marketing and communication systems; and all related improvements, derivatives, enhancements, and system\u2011based know\u2011how.<\/p>\n2<\/strong>\u00a0\u201cConfidential Information<\/strong>\u201d means all non-public, proprietary, or confidential information of HARVEST, whether in written, oral, electronic, digital, or other form, including without limitation trade secrets as defined under the federal Defend Trade Secrets Act (18 U.S.C. \u00a7 1839) and any applicable state trade secret law.<\/p>\nConfidential Information includes, without limitation, any information that:
\n(a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use; and
\n(b) is the subject of reasonable efforts under the circumstances to maintain its secrecy.<\/p>\n
Confidential Information further includes, without limitation, all information designated as confidential or proprietary by HARVEST, as well as any non-public records, data, materials, or information created by, for, or on behalf of HARVEST, or otherwise belonging to HARVEST, including, without limitation, Personally Identifiable Information (as defined below), business plans, customer information, pricing data, financial information, product designs, software, platform data, and technical information, whether or not such information qualifies as a trade secret under applicable law.<\/p>\n
3<\/strong>\u00a0\u201cIndividual<\/strong>\u201d includes, but is not limited to, any customer, client, employee, contractor, or other representative of HARVEST.<\/p>\n4\u00a0Personally Identifiable Information <\/strong>(\u201cPII<\/strong>\u201d) means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual. PII includes, but is not limited to: name, email address, telephone number, age or date of birth, gender, zip code, demographic information, marketing preferences, Social Security number, alien or government identification numbers, driver\u2019s license or passport number, credit or debit card numbers, bank or other financial account numbers, application data, credit history, financial information, unique identifiers or authenticators, health insurance or medical information, consumer report information, and information regarding an individual\u2019s transactions or experiences with HARVEST.<\/p>\nTERMS OF AGREEMENT<\/strong>\u00a0<\/strong><\/h2>\n1 Independent Contractor Status.<\/strong><\/p>\n1.1 Independent <\/strong>Contractor Relationship<\/strong>. <\/strong>Parties expressly acknowledge and intend that Member shall perform services solely as an independent contractor. Neither this Agreement, the relationship created between the Parties pursuant to this Agreement, nor any course of dealing between the Parties is intended to create, nor shall be deemed to create, any employment, agency, partnership, joint venture, fiduciary, or other similar relationship between the Parties or between one Party and the other Party\u2019s Members. Member has no ownership, equity, or other propriety interest in HARVEST. Member is free to engage in any other remunerative business, contract, calling, or occupation during the term of this Agreement, provided that such activities do not materially interfere with Member\u2019s obligations under this Agreement.<\/p>\n1.2 No Employment Representation. <\/strong>Member shall not represent, imply, hold out, or permit any third party to believe that Member is an employee, Member, partner, or authorized representative of HARVEST, and shall not take any action that would reasonably cause a third party to rely on such a representation.<\/p>\n1.3 Platform Relationship Safe Harbor. <\/strong>Any reference in this Agreement to training, systems, policies, guidelines, cooperation, or compliance requirements is solely for the purpose of protecting HARVEST\u2019s proprietary commercial assets and ensuring regulatory compliance, and shall not be construed as HARVEST exercising control over the manner, means, or methods of Member\u2019s independent business activities, nor as creating any employment, agency, partnership, joint venture, or fiduciary relationship between the Parties.<\/p>\n2 Confidentiality and Non-Disclosure Obligations.<\/strong><\/p>\n2.1 Acknowledgment of Confidential Information and Consideration. <\/strong>Member acknowledges that, in connection with this Agreement, Member may receive or have access to Harvest Platform, training resources, Confidential Information of HARVEST and its independent Members. Member acknowledges and agrees that access to such Confidential Information constitutes adequate consideration for the obligations set forth in this Agreement.<\/p>\n2.2 Confidentiality Obligations; Standard of Care. <\/strong>Member shall maintain the confidentiality of all Confidential Information and shall exercise at least the same degree of care to protect such Confidential Information as Member uses to protect Member\u2019s own confidentiality of a similar nature, but in no event less than reasonable care. Without limiting the foregoing, Member agrees:
\n(a) to protect and safeguard Confidential Information against unauthorized use, disclosure, or publication; and
\n(b) not to directly or indirectly use, disclose, publish, transfer, or otherwise make available any Confidential Information except as expressly authorized in writing by HARVEST.<\/p>\n2.3 Exclusions From Confidential Information.<\/strong> The obligations set forth in this Section do not apply to Confidential Information that is or becomes generally available to the public through no breach of this Agreement or any other express or implied obligation of confidentiality by Member.<\/p>\n2.4 Mandatory Disclosure. <\/strong>If Member is served with legal process or otherwise becomes legally compelled to disclose Confidential Information, whether by a court order, subpoena, governmental demand, or administrative proceeding, Member shall promptly provide HARVEST with written notice of such requirement, to the extent permitted by law, so that HARVEST may seek to object to the disclosure or\u00a0 obtain a protective order or other appropriate Member shall cooperate with HARVEST, at HARVEST\u2019s expense, in any effort to limit or prevent such disclosure.<\/p>\n3 Business Protection and Non-Interference.<\/strong><\/p>\n3.1 Protection of Business Relationships.<\/strong> Member shall not, during or after the term of this Agreement, engage in any conduct that unlawfully interferes with or disrupts HARVEST\u2019s existing contractual or business relationships with carriers, business partners, Members, customers, or vendors.<\/p>\nNothing in this Section shall prohibit lawful competition or restrict Member from engaging in a lawful profession, trade, or business in compliance with applicable law.<\/p>\n
3.2 No Improper Solicitation or Diversion Through Unlawful Means.<\/strong> Member shall not, during or after the term of this Agreement, use HARVEST\u2019s Confidential Information or trade secrets, or engage in unlawful or independently wrongful conduct, to induce or attempt to induce any HARVEST Member, associate, leader, customer, or carrier to terminate or breach an existing contractual relationship with HARVEST.<\/p>\n3.3 Harvest Platform and System Use Restrictions.<\/strong> Member shall not misuse, exploit, or leverage HARVEST\u2019s platform, proprietary tools, technology, training systems, data, or operational infrastructure for the purpose of establishing, assisting, consulting for, or operating any competing or substitute business or platform.<\/p>\n3.4 Platform-Related Work Product. <\/strong>Any materials, documentation, notes, frameworks, scripts, workflows, templates, or other work product that are created, developed, compiled, or modified by Member during the term of this Agreement and that directly relate to, incorporate, or are derived from the Harvest Platform or HARVEST proprietary systems (the \u201cPlatform Work Product\u201d) shall constitute derivative works of HARVEST proprietary materials and shall be the exclusive property of HARVEST.<\/p>\nTo the extent any such Platform Work Product is not deemed a work made for hire, Member hereby irrevocably assigns to HARVEST all right, title, and interest therein. This Section does not apply to Member\u2019s pre-existing materials, general industry knowledge, or independently developed works that do not incorporate or rely upon the HARVEST Platform.<\/p>\n
Nothing in this Section shall be construed to create an employment relationship or to restrict Member\u2019s right to conduct independent business activities unrelated to the Harvest Platform or HARVEST proprietary systems.<\/p>\n
3.5 Misappropriation of Intellectual Property and Trademarks.<\/strong> Except as expressly authorized in writing by HARVEST, Member shall not use, reproduce, display, distribute, register, or otherwise appropriate any service mark, trademark, trade name, business name, logo, slogan, or other proprietary designation of HARVEST or its Affiliated Companies, including without limitation \u201cHARVEST,\u201d \u201cHFIS,\u201d \u201cHarvest Financial Group,\u201d \u201cHarvest Financial & Insurance Services, LLC,\u201d \u201cHFG,\u201d or any confusingly similar designation or derivative thereof. All right, title, and interest in and to such marks remain the exclusive property of HARVEST.<\/p>\n3.6 Intellectual Property Protection and Reverse Engineering Prohibition.<\/strong> Member shall not copy, replicate, reverse engineer, decompile, disassemble, derive, or attempt to create derivative works from the HARVEST System, platform, software, business processes, or proprietary methodologies.<\/p>\n3.7 Network Integrity and Diversion Prohibition.<\/strong> Member shall not organize, divert, migrate, or restructure HARVEST\u2019s Member network, distribution channels, or organizational hierarchy outside of HARVEST using HARVEST\u2019s confidential information, proprietary resources, or platform access.<\/p>\n4 Term and Survival.<\/strong><\/p>\n4.1 Term.<\/strong> This Agreement shall become effective as of the Effective Date and shall remain in effect for so long as Member performs services for or has access to Confidential Information of HARVEST under the Independent Insurance Member Agreement, unless earlier terminated in accordance with the termination provisions of the Independent Insurance Member Agreement; provided, however, that Member\u2019s confidentiality, non-use, and intellectual property obligations under this Agreement shall survive any termination or expiration of either agreement.<\/p>\n4.2 Survival of Confidentiality Obligations.<\/strong> Notwithstanding any termination or expiration of Member\u2019s business relationship with HARVEST for any reason, Member\u2019s confidentiality, non-use, and non-disclosure obligations under this Agreement shall survive such termination or expiration for a period of two (2) years, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.<\/p>\n4.3 Platform Exit Obligations; Return of Confidential Information.<\/strong> Upon request by HARVEST or within thirty (30) days following termination or expiration of Member\u2019s business relationship with HARVEST, Member shall promptly cease all access to the Harvest Platform and shall return to HARVEST all originals and copies of documents, records, notes, memoranda, data, or other tangible or electronic materials, including all derivatives thereof, that embody, contain, or reference Confidential Information, or, at HARVEST\u2019s option, securely destroy and render irretrievable all such materials in Member\u2019s possession or control. Member shall not retain, use, reproduce, disclose, or exploit any Confidential Information following such termination or expiration, except as expressly permitted under this Agreement.<\/p>\n4.4 Survival of Platform Protection Obligations.<\/strong> The obligations set forth in Sections relating to Confidential Information, trade secrets, Harvest Platform protection, Platform Work Product ownership, and non-interference with proprietary systems shall survive termination or expiration of this Agreement in accordance with Section 4.2, to the maximum extent permitted by applicable law.<\/p>\n5 Notices.<\/strong> All notices to Member under this Agreement shall be sent to Member\u2019s mailing address or email address on file in HARVEST\u2019s business records. Member agrees to promptly notify HARVEST in writing of any change in contact information.<\/p>\nAll notices to HARVEST shall be addressed to the attention of the President of Harvest Financial & Insurance Services LLC at its principal office located at 100 N. Citrus St. #610, West Covina, CA 91791, or to such other address as HARVEST may designate in writing. Notices shall be deemed given in accordance with applicable law.<\/p>\n
6 Confidentiality Enforcement and Remedies<\/strong><\/p>\n6.1 Cooperation Regarding Disputes. <\/strong>Member shall reasonably cooperate with HARVEST and its legal representatives in the investigation, defense, and resolution of any claim, complaint, audit, investigation, arbitration, or legal proceeding arising out of or relating to (i) Member\u2019s access to, use of, or disclosure of Confidential Information, (ii) Member\u2019s use of the Harvest Platform, or (iii) any alleged breach of this Agreement.<\/p>\nSuch cooperation shall include, as reasonably requested and subject to applicable law:
\n(a) participation in interviews, meetings, depositions, or testimony at reasonable times and locations; and
\n(b) providing access to relevant documents, records, and electronically stored information, subject to applicable privacy, confidentiality, and data protection requirements.<\/p>\n
Member\u2019s failure to reasonably cooperate under this Section shall constitute a material breach of this Agreement.<\/p>\n
6.2 Unauthorized<\/strong> Use or Disclosure; Notice and Mitigation Obligations.<\/strong> In the event Member becomes aware of any actual or suspected unauthorized access, use, disclosure, or dissemination of Confidential Information or Platform-related materials in violation of this Agreement, Member shall promptly notify HARVEST in writing and shall take all commercially reasonable steps to mitigate harm and prevent further unauthorized activity.<\/p>\n6.3 Equitable Relief.<\/strong> Member acknowledges that any breach or threatened breach of this Agreement involving Confidential Information, trade secrets, or proprietary platform materials may cause irreparable harm to HARVEST for which monetary damages may be an inadequate remedy. Accordingly, HARVEST shall be entitled to seek injunctive or other equitable relief, without the requirement to post bond, in addition to any other remedies available at law or in equity.<\/p>\n6.4 Survival of Enforcement Obligations.<\/strong> The obligations set forth in Section 6 shall survive termination or expiration of this Agreement in accordance with Section 4.2 (Survival of Confidentiality Obligations).<\/p>\n7 Applicability.<\/strong> This Agreement applies to Member regardless of the state in which Member resides or performs services. Member acknowledges that Company conducts business throughout the United States, and the protections set forth herein are intended to apply nationwide.<\/p>\n8 Governing Law and Arbitration.<\/strong> This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through good-faith negotiations between the Parties shall be resolved exclusively and finally by binding arbitration administered by ADR Services, Inc. in accordance with its then-current commercial arbitration rules. The arbitration shall take place in Los Angeles County, California. The Parties agree that the arbitration shall be the sole and exclusive method of resolving disputes under this Agreement, except that either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction located in Los Angeles County, California to protect trade secrets or confidential information. The prevailing Party shall be entitled to recover its reasonable attorneys\u2019 fees, expert fees, arbitrator fees, and costs incurred in the arbitration and in enforcing any arbitration award. Judgment upon the arbitration award may be entered in any state or federal court located in Los Angeles County, California. Member acknowledges that Member has had the opportunity to consult with independent legal counsel regarding this provision. This arbitration provision is intended to be consistent with and interpreted in harmony with the arbitration provision set forth in the independent insurance Member agreement.<\/p>\n9 Defend Trade Secrets Act.<\/strong> Pursuant to the Defend Trade Secrets Act, Member shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or if such disclosure is made in a complaint or other filing under seal in a court proceeding. Nothing in this Agreement limits HARVEST\u2019s rights or remedies under the federal Defend Trade Secrets Act or other applicable law.<\/p>\n10 Amendments.<\/strong> HARVEST may amend this Agreement from time to time by providing Member with at least thirty (30) days\u2019 prior written notice. Any such amendment shall become effective on the stated effective date. Member\u2019s continued access to or participation in the HARVEST Platform, or continued performance of services after the effective date, shall constitute acceptance of the amendment. If Member does not agree to an amendment, Member may terminate this Agreement prior to the effective date in accordance with the termination provisions set forth herein.<\/p>\n11 Assignment.<\/strong> Member may not assign this Agreement, in whole or in part, or delegate any rights, obligations, or services hereunder without the prior written consent of HARVEST. HARVEST may assign this Agreement, in whole or in part, to any of its Affiliated Companies upon written notice to Member, and Member hereby consents to any such assignment. Following any such assignment, HARVEST shall be released from the rights and obligations expressly assumed by the assignee.<\/p>\n12 Severability.<\/strong> If any provision of this Agreement is determined by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.<\/p>\n\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 IN WITNESS WHEREOF<\/em>, the Parties have executed this Agreement as of the Effective Date.<\/p>\n\t\t<\/div>\n\t\t\n\t\t\tShow Member Agreement\t\t<\/a>\n\t<\/div>\n\t
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