1. Application

1.1.  These Cooperation Terms (the “Terms”) govern the working relationship between Leads Beats Limited (company registration number: 80318213 with registered address at 15/F, Effectual Building, 16 Hennessy Road, Wanchai, Hong Kong) (the “Company”), and any individual or entity entering into an agreement with the Company for the provision of services (the “Agreement”). These Terms form an integral part of the Agreement.

1.2.  All persons entering into the Agreement with the Company (the “Contractors”) confirm that they have:

  • read and understood these Terms in full;
  • agreed to be bound by all provisions set out herein; and
  • acknowledged that any violation of these Terms may result in termination of the Agreement or legal action.

1.3.  References to the “Parties” in these Terms apply to the Company and the Contractor collectively, as parties to the Agreement.

1.4.  The Company reserves the right to amend these Terms at any time. Updates will take effect and become binding upon notification. If the Contractor does not accept any changes, they may terminate the Agreement and shall take all steps necessary to give effect to such termination.

2. Confidentiality

2.1.  “Confidential Information” means all information disclosed by the Company to the Contractor, whether orally or in writing, including but not limited to:

  • the Agreement and its terms and conditions;
  • information relating to the Company’s business operations, financial position, clients, and strategic plans;
  • any work product, data, or materials created or developed by the Contractor in the course of performing services for the Company; and
  • any other information expressly designated as confidential by the Company.

2.2.  The Contractor agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the Company.

2.3.  The obligations in clause 2.2 do not apply to information that:

  • has entered the public domain through no act or omission of the Contractor; or
  • is required to be disclosed by applicable law or a valid court order, provided that the Contractor gives the Company prompt written notice and cooperates in seeking a protective order or equivalent confidential treatment.

2.4.  The Contractor may share Confidential Information with their employees or subcontractors on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less restrictive than those set out herein. The Contractor remains fully liable for any breach of confidentiality by such persons.

2.5.  Upon termination of the Agreement or upon request by the Company, the Contractor shall promptly return or destroy all Confidential Information in their possession.

2.6.  The Contractor shall maintain commercially reasonable security measures to protect Confidential Information from unauthorised access, use, or disclosure.

3. Non-Compete and Non-Solicitation

3.1.  For a period of two years following the end of the Contractor’s engagement with the Company (the “Restricted Period”), the Contractor shall not:

  • engage in, or provide services to, any business that competes directly with the Company’s products or services in the markets in which the Company operates. Where the Company terminates the Agreement without cause, this period shall be reduced to one year; or
  • solicit or attempt to solicit the Company’s clients or employees for any competing purpose.

3.2.  The Contractor shall promptly disclose to the Company any investment interests or executive positions held in businesses that compete with the Company.

4. Intellectual Property

4.1.  “Intellectual Property” or “IP” refers to patents, copyrights, trademarks, trade secrets, and inventions. “Relevant IP” means any IP created or developed by the Contractor during the course of their engagement with the Company.

4.2.  All Relevant IP vests exclusively in the Company from the moment of its creation. The Contractor hereby assigns to the Company all present and future rights, title, and interest in and to the Relevant IP.

4.3.  In relation to the Relevant IP, the Contractor agrees to:

  • provide reasonable assistance to the Company in obtaining and maintaining IP protection, including patents and trademarks, as required;
  • keep the Company’s IP confidential for a period of two years following the termination of the Agreement; and
  • promptly deliver to the Company all documents, materials, and records relating to the Relevant IP.

4.4.  The Company holds the exclusive and worldwide right to use, modify, distribute, sublicense, and commercialise the Relevant IP. The Company may transfer these rights to third parties at its discretion.

4.5.  Compensation for the creation and assignment of Relevant IP is included in the fees payable to the Contractor under the Agreement.

5. Anti-Bribery and Corruption

5.1.  The Contractor is strictly prohibited from offering, promising, giving, authorising, or accepting any bribe or improper payment, whether directly or indirectly, in connection with the Agreement or any related business activities.

5.2.  Any hospitality, gifts, or entertainment provided or received must be reasonable in value and must not be intended or perceived as an inducement to influence business decisions.

5.3.  The Contractor must report any suspected or actual bribery or corruption to the Company without delay.

6. Restricted Locations

6.1.  Contractors based in or operating from certain jurisdictions are not eligible to provide services to the Company. Restricted locations include the Crimea/Sevastopol region and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and any other territory subject to international sanctions imposed by the USA, EU, or UN.

7. Anti-Money Laundering and Counter-Terrorist Financing

7.1.  The Contractor is committed to preventing money laundering and the financing of terrorism. In particular, the Contractor agrees to:

  • collect and verify essential information about counterparties, including legal entities and sole traders; and
  • conduct appropriate background checks using government registries and sanctions lists to identify and avoid dealings with entities on the FATF blacklist, sanctioned individuals or organisations, parties involved in high-risk activities (including but not limited to trafficking, weapons trading, or the distribution of illegal content), and entities providing falsified documentation or against whom credible negative information exists suggesting criminal involvement.

 

8. Personal Data Processing

8.1.  The Contractor consents to the Company processing their personal data in accordance with applicable data protection legislation.

8.2.  The Company processes the Contractor’s personal data for purposes including the performance of the Agreement, compliance with legal obligations, and the pursuit of legitimate business interests.

8.3.  The Company may transfer the Contractor’s personal data to third-party processors or to recipients in other countries, solely for the purposes described above. All such transfers will be carried out in accordance with applicable data protection laws and with appropriate security safeguards in place.

8.4.  The Contractor retains rights in respect of their personal data, including the right to access, rectification, erasure, restriction of processing, objection to processing, data portability, withdrawal of consent, and the right to lodge a complaint with a competent supervisory authority.

9. Liability for Breach

9.1.  The party in breach of any provision of the Agreement shall be liable to compensate the other party for all resulting losses, damages, and reasonable legal costs incurred as a consequence of such breach.

10. Termination and Survival

10.1.  The Agreement is entered into for an indefinite term and may be terminated by either party upon written notice. The provisions relating to Confidentiality, Non-Compete and Non-Solicitation, and Intellectual Property shall survive the termination or expiry of the Agreement.

11. Contractor Compliance

11.1.  The Contractor is solely responsible for obtaining all necessary licences and permits required to perform the services, for meeting all applicable tax obligations, and for complying with all laws and regulations relevant to their activities.

12. Rights and Remedies

12.1.  The rights and remedies available under the Agreement are cumulative and in addition to, not in substitution for, any rights or remedies available at law or in equity.

13. Severability

13.1.  If any provision of these Terms is found to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with one that reflects the original intent as closely as possible.

14. Assignment

14.1.  The Company may assign its rights and obligations under the Agreement upon prior written notice to the Contractor. The Contractor may not assign their rights or obligations without the prior written consent of the Company.

15. Governing Law and Dispute Resolution

15.1.  These Terms and the Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR, without regard to its conflict of law provisions. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, or enforcement, shall be finally resolved by arbitration in Hong Kong in accordance with the applicable arbitration rules.