Last updated on 03/07/2024

1. Application

1.1 These Cooperation Terms (the “Terms”) govern the collaboration between Aphelion Digital Corp, 301 N. Market Street, Suite 1410, city of Wilmington, 19801, New Castle, Delaware, USA (the “Company”) and any person entering into the Agreement for the provision of services (the “Agreement”). The Terms constitute an integral part of the Agreement.
1.2 All persons entering into the Agreement with the Company (the “Contractors”) acknowledge that they have:● read and understand these terms;● agreed to all terms outlined here; and● understood that violating these terms might lead to termination or legal consequences.
1.3 Any reference to the “Parties” within these Terms shall apply to persons entering into the Agreement that references these Terms (i.e., the Company and the Contractor).
1.4 The Company reserves the right to update these Terms as needed. Any changes will be legally binding for you. If you disagree with any updates, you can terminate the Agreement and shall undertake all necessary actions required in connection with such termination.

2. Confidentiality

2.1 “Confidential Information” means all information disclosed by the Company to the Contractor, orally or in writing, including but not limited to:● this Agreement and its terms;● details about Company's business, finances, customers, and plans;● information you create or develop while working for the Company under this Agreement; and● any information designated as confidential by the Company.
2.2 You agree to keep this Confidential Information secret and not share it with anyone else without written permission from the Company
2.3 The restrictions in Section 2.2 shall not apply to information that:● is already publicly known through no fault of the Contractor; or● is required to be disclosed by law or by a valid court order, provided the Contractor gives the Company prompt written notice of such requirement and uses reasonable efforts to obtain a protective order or other confidential treatment.
2.4 You may share Confidential Information with your employees or assistants who need it to complete your work for the Company, provided they are bound by written confidentiality obligations at least as restrictive as those contained herein. However, you shall remain fully responsible for any breach of confidentiality by its employees, agents, or contractors.
2.5 When the Agreement ends or the Company requests it, you must promptly return all confidential information in your possession.
2.6 The Contractor shall implement and maintain commercially reasonable security measures to safeguard Confidential Information from unauthorized access, use, or destruction.

3. Non-Compete & Non-Solicitation

3.1 For two years after your engagement with the Company ends (“Non-Compete Period”), you may not:● work for a competitor of the Company's products or services in the areas where they operate. This also applies if the Company terminates the Agreement without cause, however such period is reduced to one year; and● solicit the Company’s customers or employees.
3.2 You shall disclose to the Company any investments or executive positions in our competitors.

4. Intellectual Property Rights

4.1 “Intellectual Property (IP)” includes patents, copyrights, trademarks, trade secrets, and inventions. “Relevant IP” means IP created by the Contractor during their engagement with the Company.
4.2 All Relevant IP belongs to the Company. The Contractor assigns all rights to the Relevant IP to the Company.
4.3 With regard to the Relevant IP the Contractor shall● assist the Company in obtaining IP protection (patents, trademarks, etc.);● maintain confidentiality of the Company’s IP for 2 years after termination; and● deliver all documents and materials related to the Relevant IP to the Company.
4.4 The Company has the exclusive right to use, modify, distribute, and commercialize the Relevant IP worldwide. The Company may transfer these rights to third parties.
4.5 Compensation for the Relevant IP is included in the Contractor’s fees.

Anti-Bribery and Corruption

5.1 The Contractor is strictly prohibited from offering, promising, giving, authorizing, or accepting bribes in any form, directly or indirectly.
5.2 Hospitality, entertainment, or gifts must be reasonable and not intended to influence business decisions.
5.3 The Contractor shall report any suspected or known acts of bribery or corruption to the Company.

6. Restricted Locations

6.1 The Contractors from certain countries/territories cannot provide services to Aphelion Digital Corp. This includes Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and other territories under international sanctions imposed by the USA, EU, or UN..

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

7.1 The Contractor is committed to preventing money laundering and terrorist financing, in particular by:● collecting and verifying essential information about counterparties, including legal entities and sole proprietors;● conducting background checks through government registries and sanctions lists to identify and avoid business relationships with entities on the FATF blacklist (DPRK, Iran, Myanmar), sanctioned individuals or organizations, entities involved in high-risk activities (pornography, trafficking, weapons trade, etc.) and entities providing forged documents or with negative information suggesting criminal activity.

8. Personal Data Processing

8.1 The Contractor grants explicit consent for the Company to process its personal data in accordance with applicable data protection laws and regulations.
8.2 The Company processes personal data of the Contractor for various purposes and relies on contractual performance, legal compliance and legitimate interests.
8.3 The Company may transfer the Contractor’s data to third-party processors and other countries solely for the aforementioned purposes. These transfers will comply with applicable data protection laws, including ensuring adequate data security measures.
8.4 The Contractor retains various rights regarding personal data, including access, correction of inaccurate or incomplete data, deletion under certain circumstances, restricting or objecting to the processing based on legitimate grounds, data portability, withdrawal of consent, and the right to submit a complaint.

9. Responsibility for Breach

9.1 The breaching party will compensate the other party for damages and legal costs incurred due to the breach.

10. Termination and Survival

10.1 The Agreement is indefinite but may be terminated upon notice. Certain clauses (Confidentiality, Non-Compete & Non-Solicitation, IP) survive termination.

11. Contractor Compliance

11.1 The Contractor must obtain necessary permits, pay taxes, and comply with applicable laws.

12. Rights and Remedies

12.1 The remedies provided in the Agreement are additional to, not exclusive of, legal rights and remedies.

13. Severability

13.1 If any provision is found to be unenforceable, the remaining provisions will still be valid. The Parties will attempt to amend the unenforceable provision in good faith.

14. Assignment

14.1 The Company may assign its rights under the Agreement with the prior written notification of the Contractor.

15. Governing Law and Dispute Resolution

15.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions. Any disagreements you have about this Agreement, including their validity, interpretation, or enforcement, will be resolved by the London Court of International Arbitration.