EDGE TERMINAL
// contractor agreement
Prepared on
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1.Role & Responsibilities
Role / Title
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Pay Frequency
Twice per month — 1st to 15th and 16th to end of month
Primary Responsibilities
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2.Non-Disclosure Agreement
This Non-Disclosure Agreement is entered into between Edge Terminal LLC
("Company") and the Contractor identified above, effective as of the
contract acceptance date.
Definition of Confidential Information
"Confidential Information" means any and all non-public information
disclosed by the Company to the Contractor, whether orally, in
writing, or by any other means, including but not limited to:
- Business strategies, roadmaps, and financial projections
- Subscriber data, customer lists, and user information
- Proprietary algorithms, prediction models, and AI systems
- Marketing strategies, affiliate structures, and commission arrangements
- Platform architecture, source code, and technical documentation
- Pricing, partnership terms, and vendor agreements
- Any other information designated as confidential or that reasonably should be understood to be confidential
Obligations of the Contractor
- Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent
- Use Confidential Information solely for the purpose of performing services under this Agreement
- Notify the Company immediately upon becoming aware of any unauthorized disclosure or use
- Not reverse engineer, decompile, or attempt to derive source code or trade secrets from any Company materials
- Return or destroy all Confidential Information upon termination of this Agreement, at the Company's written request
Term of Confidentiality
The Contractor's obligations under this Section shall remain in
effect during the term of this Agreement and for a period of three
(3) years following its termination or expiration, regardless of the
reason for termination.
Exclusions
Confidential Information does not include information that: (a) is
or becomes publicly available through no fault of the Contractor;
(b) was known to the Contractor prior to disclosure; (c) is
independently developed by the Contractor without use of
Confidential Information; or (d) is required to be disclosed by
applicable law or court order, provided the Contractor gives the
Company prompt prior written notice.
Remedies
The Contractor acknowledges that any breach or threatened breach
would cause irreparable harm for which monetary damages would be
inadequate. The Company shall be entitled to seek equitable relief,
including injunction and specific performance, in addition to all
other remedies available at law or in equity.
3.Independent Contractor Status
The Contractor is an independent contractor and not an employee of
Edge Terminal LLC. The Contractor is responsible for all applicable taxes
on compensation received under this Agreement. Nothing in this
Agreement shall be construed to create an employment, partnership,
joint venture, or agency relationship between the parties. The
Contractor shall not be entitled to any employee benefits, including
health insurance, retirement plans, or paid leave.
4.Intellectual Property
All work product, deliverables, content, code, designs, and
materials created by the Contractor in connection with services
performed under this Agreement shall be considered works made for
hire and shall be the sole and exclusive property of Edge Terminal LLC.
To the extent any such work product does not qualify as a work made
for hire under applicable law, the Contractor hereby irrevocably
assigns all right, title, and interest therein to the Company.
5.Termination
Edge Terminal LLC reserves the right to terminate this Agreement
immediately, at any time, with or without cause, upon written notice
to the Contractor. The Contractor may terminate this Agreement by
providing a minimum of 7 days written notice to the Company.
Upon termination for any reason, the Contractor shall immediately
cease all work, return or destroy all Company materials and
Confidential Information, and deliver all outstanding work product.
The Company shall pay any compensation owed for services rendered
and approved up to the effective date of termination.
The Company reserves the right to withhold any outstanding payment
amounts pending review of the Contractor's final work, deliverables,
and any outstanding obligations. Where the Contractor's role
involves any sales, client transactions, or revenue-generating
activity, the Company further reserves the right to withhold a
reasonable security deposit from final compensation for a period of
up to 60 days following termination. This deposit may be applied
against any chargebacks, refunds, disputed transactions, or client
claims arising from the Contractor's activities during the term.
6.Non-Compete & Non-Solicitation
During the term of this Agreement and for a period of twelve (12)
months following its termination or expiration for any reason, the
Contractor agrees not to:
- Directly or indirectly solicit, recruit, or attempt to hire any employee, contractor, affiliate, or partner of Edge Terminal LLC
- Directly or indirectly solicit or attempt to divert any client, subscriber, customer, or business partner of the Company
- Engage in, consult for, or assist any business that is in direct competition with Edge Terminal LLC in the AI-powered sports predictions, sports analytics, or wagering data industries, without prior written consent
The Contractor acknowledges that these restrictions are reasonable
in scope and duration given the nature of the business and the
Contractor's access to confidential information, trade secrets, and
proprietary systems.
7.Representations & Warranties
The Contractor represents and warrants that:
- The Contractor has full legal authority to enter into this Agreement
- The Contractor is not bound by any existing agreement, obligation, or restriction that would conflict with services under this Agreement
- All work product will be original and will not infringe upon the intellectual property rights of any third party
- Services will be performed in a professional and workmanlike manner, consistent with industry standards
- The Contractor will promptly disclose any actual or potential conflict of interest
8.Limitation of Liability
To the maximum extent permitted by applicable law, the Company's
total cumulative liability to the Contractor arising out of or
related to this Agreement shall not exceed the total compensation
paid to the Contractor in the thirty (30) days immediately preceding
the event giving rise to the claim.
In no event shall either party be liable for any indirect,
incidental, consequential, special, or punitive damages, including
but not limited to loss of profits, loss of data, or business
interruption.
9.Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to
this Agreement shall be resolved exclusively through binding
arbitration administered by the American Arbitration Association
(AAA) under its Commercial Arbitration Rules. The arbitration shall
be conducted by a single arbitrator, in the State of Delaware, and
the proceedings shall be confidential.
Either party may seek emergency injunctive or equitable relief from
a court of competent jurisdiction in Delaware to prevent irreparable
harm pending the outcome of arbitration, including breaches of the
NDA, IP, or Non-Solicitation provisions.
10.General Provisions
Operations: Edge Terminal LLC operates under the
brand "Edge Terminal." All provisions, obligations, restrictions,
and protections apply equally to all operations, intellectual
property, data, and activities conducted by Edge Terminal LLC.
Governing Law: This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware,
without regard to its conflict of law provisions.
Entire Agreement: This Agreement constitutes the
entire agreement between the parties and supersedes all prior
negotiations, representations, or agreements.
Amendments: This Agreement may only be amended by
a written document signed by both parties.
Severability: If any provision is found to be
unenforceable, the remaining provisions shall continue in full force
and effect.