Att B.docx

ATTACHMENT B

Confidentiality & Ownership of Work Agreement THIS AGREEMENT is made this ____ day of ________________, 20____, by and between the State of South Carolina Office of the State Treasurer (STO) and the individual signatory hereto, a person who wishes to work with STO as the employee of a Contractor which has agreed to provide employment services to the STO (Consultant) per _____________________ dated______________ for a term of __________ years.

1. Retention as Consultant. STO intends to retain Consultant, and Consultant hereby agrees to render consulting services to STO, upon the terms and conditions set forth herein.

2. Duties. Consultant covenants and agrees that it will, as an employee of a Contractor, perform all services required by the Contract between Contractor and STO. Consultant further affirmatively covenants that it will not violate any security and safety rules, policies, principles or directives promulgated by STO for the governance of its systems or other property, including but not limited to, information technology security applicable to the organization for which services are being provided.

3. Independent Contractor Status. The parties recognize that Consultant is an employee of an independent contractor and is not an employee, agent, partner, joint venturer, covenantor, or representative of STO and that STO will not incur any liability as the result of Consultant’s actions. Consultant shall at all times represent and disclose that it is an employee of an independent contractor of STO and shall not represent to any third party that Consultant is an employee, agent, covenantor, or representative of STO. STO shall not withhold any funds from Consultant for tax or other STO purposes, and Consultant shall be responsible for the payment of same. Consultant shall not be entitled to receive any employment benefits offered or provided by STO to its employees including, but not limited to, workers’ compensation insurance, medical insurance or retirement benefits. STO will have no control over Consultant’s employment status with Contractor.

4. Compensation. STO shall pay Consultant through the Contractor, as compensation for the services to be rendered.

5. Term. This Agreement shall commence on the date first written above and shall continue, regardless of interruptions in the provision of services, for as long as Consultant and the Contractor continue to provide services to the STO, unless specifically terminated.

6. Termination. STO may terminate Consultant or Consultant’s services in accordance with the terms of the controlling STO Contract.

7. Confidentiality. Consultant shall hold in strictest confidence and not disclose to any person or entity without the prior authorization of STO, which authorization may be withheld in the absolute discretion of STO, any nonpublic or confidential information relating to the operation, services or business of STO (or that of any citizen or entity conducting business with STO) and not to use such nonpublic or confidential information for his or her own purposes during the period of this contract or at any time thereafter.

8. Rights to Ownership of Work. The parties acknowledge that any work performed by Consultant for STO is being created or performed solely at the insistence of STO or any entity thereof and shall be deemed “work made for hire” under the U.S. copyright law.

STO shall have the right to use the whole work, any part or parts thereof, or none of the work, as it sees fit. STO may alter the work, add to it, or combine it with any other work or works, at its sole discretion. Notwithstanding the foregoing, all material submitted by Consultant as part of the work or as part of the process of creating the work, including but not limited to programs, listings, printouts, documentation, notes, flow charts, and programming aids, shall be the property of STO whether or not STO uses such material. No rights are reserved by Consultant.

All programs, specifications, documentation, and all other technical information prepared by Consultant in connection with the performance of its services hereunder will become and remain STO’s sole property. Title to all materials and documentation, including, but not limited to systems specifications and all other information, furnished by STO to Consultant or delivered by STO into Consultant’s possession shall remain with STO. Consultant shall immediately return all such materials or documentation within seven (7) days of any request by STO or upon the termination or conclusion of this Agreement, whichever shall occur first. Whenever an invention or discovery is made by Consultant either solely or in collaboration with others, including employees of STO under or relating to this Agreement and the controlling STO Contract, the Consultant shall promptly give STO written notice thereof and shall furnish STO with complete information thereon including, as a minimum, (1) a complete written disclosure of each such invention, and (2) information concerning the date and identity of any public use, sale, or publication by Consultant. As used herein, the term (1) “invention” or “discovery” includes any art, machine, manufacture, design, or composition of matter or any new and useful improvement thereof where it is or may be patentable under the patent laws of the United States or of any foreign country; and (2) “made,” when used in relation to any invention or discovery, means the conception of the first actual or constructive reduction to practice of such invention.

Consultant hereby grants, assigns, and conveys to STO all right, title, and interest in and to all inventions, works of authorship, and other proprietary data, and all other materials (as well as the copyrights, patents, trade secrets, and similar rights attendant hereto) conceived, reduced to practice, authored, developed, or delivered by Consultant or its employees, agents, consultants, contractors, and representatives either solely or jointly with others, during and in connection with the performance of services under this Agreement with STO. Consultant agrees that it will not seek patent, copyright, trademark, registered design, or other protection for any rights in any such inventions, works or authorship, proprietary data, or other materials. Consultant shall have no right to disclose or use any such inventions, works of authorship, proprietary data, or other materials for any purpose whatsoever and shall not communicate to any third party the nature of or details relating to such inventions, works of authorship, proprietary data or other materials. Consultant agrees that it shall do all things and execute all documents as STO may reasonably require to vest in STO or its nominees the rights referred to herein and to secure for STO or its nominees all patent, trademark, or copyright protection.

Consultant’s obligations under this Agreement shall survive expiration or termination of this Agreement, the controlling STO Contract and any extensions or amendments thereto. Furthermore, Consultant irrevocably waives its moral rights to any work created, developed or delivered hereunder.

Consultant agrees it will not disclose to any third party, without the prior written consent of STO, any invention, discovery, copyright, patent, trade secret, or similar rights attended hereto, made under or relating to this Agreement or any other information acquired during the provision of services hereunder that STO has not affirmatively and expressly declared to be public information.

9. Legal Relief. In the event Consultant breaches, or threatens to breach any of the covenants expressed herein, the damages to STO or the agency, entity or political subdivision on whose behalf this agreement has been made, will be great and irreparable and difficult to quantify; therefore, STO or the agency, entity or political subdivision for which Consultant provided services may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling STO from pursuing any other available relief in either law or equity.

10. Indemnification. Consultant shall defend, indemnify, and hold harmless STO and its agencies, political subdivisions, officers, directors, employees, agents, parent, subsidiaries, and other affiliates, from and against any and all damages, costs, liability, and expense, whatsoever (including attorneys’ fees and related disbursements) incurred by reason of (a) any failure by Consultant to perform any covenant or agreement of Consultant set forth herein; or (b) any breach by Consultant of any representation, warranty, or covenant under this Agreement.

11. Warranty. As an inducement for STO to enter into this Agreement, Consultant makes the following representations and warranties:

12. Miscellaneous.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal effective the date first written above.

ATTEST: STO:

_____________________________________ By: _____________________________(SEAL)

WITNESS/ATTEST: CONSULTANT:

_____________________________________ By: _____________________________(SEAL)