Welcome to the Seagull Team!
We really appreciate you taking the time to be part of this adventure!
For the first step of your registration, please :
STEP 1.1 : Read the Speaker/Teacher Agreement below and click on "next".
STEP 1.2 : Fill out the Speaker/Teacher Registration Form click on "submit".
STEP 1.1 : Read the Speaker/Teacher Agreement below and click on "next".
STEP 1.2 : Fill out the Speaker/Teacher Registration Form click on "submit".
STEP 1.1 : Speaker/Teacher Agreement
Agreement dated this day between Seagull Transformation, Inc., d/b/a Seagull Institute (“Seagull”), of 1218 West Carmen, No. 6, Chicago, Illinois 60640, and the person signing this registration form (“Contractor”).
Recitals
A. Seagull is an Illinois corporation which is engaged in the business of organizing international educational programs online and in person. As part of its services, Seagull also recruits teachers and defines syllabi in connection with its programs (the “Business”).
B. Contractor has agreed to perform certain services for Seagull (the “Services”) and Seagull and the Contractor wish to define and describe the nature of the relationship between Seagull and the Contractor.
C. In connection with the performance of such Services, the Contractor may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Seagull or clients of Seagull.
D. Seagull and the Contractor desire to prevent the dissemination, unauthorized disclosure or misuse of such information.
E. The Contractor will come into contact with many long-term customers of Seagull with whom it would not have had the contact if it had not been rendering services for Seagull.
F. Seagull has an interest in the protection of its relationships with its customers.
Accordingly, in consideration of the mutual covenants, conditions and promises herein, the parties agree as follows:
1. Recitals. The recitals set out above in this Agreement constitute an integral part of the Agreement evidencing the intent of the parties in executing the Agreement and describing the circumstances surrounding its execution. Accordingly, such recitals are by express reference made a part of the covenants hereto and this Agreement shall be construed in the light thereof.
2. Relationship of Parties.
2.1 Independent Contractor. The parties expressly intend and agree that Contractor is acting as an independent contractor and not as an employee. Contractor understands and agrees that Contractor shall not be entitled to any of the rights and privileges established for Seagull's employees (if any), including, but not limited to, the following: retirement benefits, medical insurance coverage, life insurance coverage, disability insurance coverage, severance pay benefits, paid vacation and sick pay, overtime pay, or any of them. Contractor understands and agrees that Seagull will not pay or withhold from the compensation paid to Contractor pursuant to this Agreement any sums customarily paid or withheld for or on behalf of employees for income tax, employment insurance, social security, worker's compensation or any other withholding tax, insurance, or payment pursuant to any law or governmental requirement, and all such payments as may be required by law are the sole responsibility of Contractor. Contractor agrees to hold Seagull harmless against and indemnify Seagull for any such payments or liabilities for which Seagull may become liable with respect to such matters. This Agreement shall not be construed as a partnership agreement, and Seagull shall have no responsibility for any of Contractor's debts, liabilities or other obligations, or for the intentional, reckless or negligent acts or omissions of Contractor or Contractor's employees or agents.
2.2 Authority. Without the prior written approval of Seagull, Contractor shall not: (a) pledge the credit of Seagull; (b) collect any monies from customers or clients of Seagull; (c) execute or vary the terms of any agreement on behalf of Seagull; or (d) represent that Contractor has the authority to do any of the foregoing.
2.3 Loyalty. Contractor shall not, during the term of this Agreement, sell, promote or market services of a nature or class similar to those provided by Seagull, either on Contractor's account or on behalf of any other person, company, or firm whatsoever, without the prior written consent of Seagull.
2.4 Indemnification. Contractor shall indemnify and hold Seagull harmless from and against any and all liabilities, losses, damages, injuries, costs, expenses, causes of action, claims, demands, assessments, and similar matters, including, without limitation, reasonable attorneys' fees resulting from or arising out of the failure of Contractor to fully and completely conform and comply with each and all of the covenants, agreements, terms and conditions to be performed and complied with by Contractor under this Agreement.
3. Payment For Services. Seagull will pay compensation to the Contractor as may be agreed upon from time to time between Seagull and Contractor.
4. Term and Termination.
4.1 Term. Seagull may terminate this Agreement and Contractor’s Services to Seagull at any time and for any reason upon seven (7) days' prior written notice.
4.2 Section 5 Survives Termination. Upon the termination of this Agreement for any reason, the provisions of Section 5 will survive such termination and remain effective and binding on the parties.
5. Proprietary Interests
5.1 Trademarks and Trade Names. Nothing contained herein shall be construed to authorize Contractor: (a) to use any trademark or trade name, or service mark or service name, of Seagull as a style of name, or as part of the style or name, of any firm, partnership, or corporation other than Seagull; (b) to apply the same to any goods other than the services provided by Seagull; or (c) at any time after the expiration or sooner termination of this Agreement, to apply the same to goods, services, or to any other use whatsoever. Contractor shall not use any name, mark, or style to identify the services provided by Seagull, other than the trademark or trade name used by Seagull, without the prior written consent of Seagull.
5.2. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any information relating to the Business that has not previously been publicly released by Seagull and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models), customer and client information, customer and client lists, trade secrets, and all methods, concepts, know-how or ideas in or reasonably related to the Business as well as Confidential Information belonging to Seagull's customers or clients.
5.3. Proprietary Interest. Contractor recognizes the proprietary interest of Seagull in Confidential Information provided by Seagull to, or otherwise discovered by, Contractor from time to time. Contractor acknowledges and agrees that any and all such information shall be and is the property of Seagull. Contractor hereby waives any and all right, title or interest in and to such information and agrees, upon termination of this Agreement, to promptly return all copies of such information to Seagull, at Contractor's expense.
5.4. Confidentiality. Contractor acknowledges and agrees that Seagull is entitled to prevent its competitors from obtaining and utilizing its Confidential Information. Contractor agrees to hold Seagull's Confidential Information in strictest confidence and not to disclose such information or allow it to be disclosed, directly or indirectly, to any other person or entity, other than to persons engaged by Contractor for the purpose of performance hereunder, without Seagull's prior written consent. Contractor shall not, either during the term of this Agreement or at any time after the expiration or sooner termination of this Agreement, or during any extension hereof, disclose to anyone, other than persons engaged by it for the purpose of performing hereunder, any Confidential Information of Seagull obtained by Contractor. Contractor also agrees to place upon any persons to whom said information is disclosed for the purpose of performance hereunder a legal obligation to treat such information as strictly confidential. The Contractor will take all steps required by Seagull in order to preserve the confidentiality of Confidential Information.
5.5. Social Media Contacts. Any social media contacts, including “followers” and “friends”, which are acquired through social media accounts (including but not limited to email addresses, blogs, Twitter, Facebook, LinkedIn, YouTube, or other social media networks) used or created on behalf of Seagull are the exclusive property of Seagull.
5.6. Seagull Use of Images. The Contractor hereby agrees that Seagull has full permission to take, store, use, reproduce and/or resell the image or likeness of the Contractor by any audio and/or visual recording technique (including but not limited to electronic/digital techniques) for any legitimate purpose, including commercial sales and marketing purposes. The Contractor understands and agrees that Seagull may take photographic and video images of the Contractor, to be used for promotional purposes. The Contractor understands and agrees that information that is collected by Seagull about the Contractor, may be used for legitimate purposes, including but not limited to research, commercial sales and marketing purposes.
5.7. Non-Competition Covenant. The Contractor acknowledges that Seagull has an interest in the protection of its relationships with its customers and clients, and that the Contractor will come in contact with such customers and clients because of its performance of Services for Seagull when it would have not have come into such contact otherwise. For a period of two years after the termination of this Agreement, the Contractor will not directly or indirectly engage in any business with Seagull customers and clients. For the purposes of this provision, the term “engaging in a business” shall include, but not be limited to, participation as an employee, officer, supervisor, owner, stockholder (except the stockholder of less than three percent of the stock of a publicly traded corporation), independent contractor, or director of a business. The Contractor agrees that this non-competition covenant will not adversely affect the livelihood of the Contractor.
5.8. Injunctive Relief. The Contractor acknowledges that unauthorized use or disclosure by the Contractor of any Confidential Information will give rise to irreparable injury to Seagull or clients of Seagull, inadequately compensable in damages. Accordingly, Seagull or, where appropriate a client of Seagull, may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Notwithstanding, the foregoing, Contractor will not be in violation of this Agreement if Contractor (a) discloses Confidential Information to his own attorney in connection with any court proceeding brought by Contractor against the Company for alleged retaliation in respect of Contractor’s reporting of a suspected violation of law, or (b) uses Confidential Information in such court proceeding, provided that all documents containing Confidential Information are filed under seal and are not disclosed except by court order.
6. Enforceability. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Contractor against Seagull whether predicated on this Agreement or otherwise.
7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.
8. Arbitration. Except as otherwise set forth in Section 5.8 hereof, any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of the Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Chicago, Illinois. All documents, materials and information in the possession of each party which are in any way relevant to the dispute shall be made available to the other party for review and copying no later than sixty (60) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Illinois court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement. The cost of the arbitration including the fees of the arbitrator(s) shall be paid by losing parry in the arbitration.
9. General. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to the party in question at its address as the same appears on the first page of this Agreement, attention of the President, or otherwise as directed in writing by such party, from time to time. Non-compliance with any one paragraph of this Agreement shall not have an effect on the validity of any other part of this Agreement.
10. Entire Agreement. This constitutes the entire agreement between the parties and may not to be modified or amended by any prior or contemporaneous agreement, whether written or oral, except as otherwise set forth herein.
11. Captions. The captions for individual Paragraphs of this Agreement are inserted for organizational purposes only. They are not intended to modify or alter the substance of the provisions contained in the Paragraphs.
12. Counterparts. This Agreement may be executed in counterparts, with the same effectiveness and enforceability as if one copy had been executed by all parties.
13. Effect of Invalid Provision. In the event that any one or more of the provisions of this Agreement are determined to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining provisions of the Agreement.
14. Notice Requirements. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by a reputable overnight delivery service, or mailed by certified mail, to the address set forth in the opening paragraph of this Agreement or to such other address as either party may have furnished to the other in writing.
15. Opportunity To Read. The parties hereto represent that they have had ample opportunity to read and understand the provisions of this Agreement.
Recitals
A. Seagull is an Illinois corporation which is engaged in the business of organizing international educational programs online and in person. As part of its services, Seagull also recruits teachers and defines syllabi in connection with its programs (the “Business”).
B. Contractor has agreed to perform certain services for Seagull (the “Services”) and Seagull and the Contractor wish to define and describe the nature of the relationship between Seagull and the Contractor.
C. In connection with the performance of such Services, the Contractor may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Seagull or clients of Seagull.
D. Seagull and the Contractor desire to prevent the dissemination, unauthorized disclosure or misuse of such information.
E. The Contractor will come into contact with many long-term customers of Seagull with whom it would not have had the contact if it had not been rendering services for Seagull.
F. Seagull has an interest in the protection of its relationships with its customers.
Accordingly, in consideration of the mutual covenants, conditions and promises herein, the parties agree as follows:
1. Recitals. The recitals set out above in this Agreement constitute an integral part of the Agreement evidencing the intent of the parties in executing the Agreement and describing the circumstances surrounding its execution. Accordingly, such recitals are by express reference made a part of the covenants hereto and this Agreement shall be construed in the light thereof.
2. Relationship of Parties.
2.1 Independent Contractor. The parties expressly intend and agree that Contractor is acting as an independent contractor and not as an employee. Contractor understands and agrees that Contractor shall not be entitled to any of the rights and privileges established for Seagull's employees (if any), including, but not limited to, the following: retirement benefits, medical insurance coverage, life insurance coverage, disability insurance coverage, severance pay benefits, paid vacation and sick pay, overtime pay, or any of them. Contractor understands and agrees that Seagull will not pay or withhold from the compensation paid to Contractor pursuant to this Agreement any sums customarily paid or withheld for or on behalf of employees for income tax, employment insurance, social security, worker's compensation or any other withholding tax, insurance, or payment pursuant to any law or governmental requirement, and all such payments as may be required by law are the sole responsibility of Contractor. Contractor agrees to hold Seagull harmless against and indemnify Seagull for any such payments or liabilities for which Seagull may become liable with respect to such matters. This Agreement shall not be construed as a partnership agreement, and Seagull shall have no responsibility for any of Contractor's debts, liabilities or other obligations, or for the intentional, reckless or negligent acts or omissions of Contractor or Contractor's employees or agents.
2.2 Authority. Without the prior written approval of Seagull, Contractor shall not: (a) pledge the credit of Seagull; (b) collect any monies from customers or clients of Seagull; (c) execute or vary the terms of any agreement on behalf of Seagull; or (d) represent that Contractor has the authority to do any of the foregoing.
2.3 Loyalty. Contractor shall not, during the term of this Agreement, sell, promote or market services of a nature or class similar to those provided by Seagull, either on Contractor's account or on behalf of any other person, company, or firm whatsoever, without the prior written consent of Seagull.
2.4 Indemnification. Contractor shall indemnify and hold Seagull harmless from and against any and all liabilities, losses, damages, injuries, costs, expenses, causes of action, claims, demands, assessments, and similar matters, including, without limitation, reasonable attorneys' fees resulting from or arising out of the failure of Contractor to fully and completely conform and comply with each and all of the covenants, agreements, terms and conditions to be performed and complied with by Contractor under this Agreement.
3. Payment For Services. Seagull will pay compensation to the Contractor as may be agreed upon from time to time between Seagull and Contractor.
4. Term and Termination.
4.1 Term. Seagull may terminate this Agreement and Contractor’s Services to Seagull at any time and for any reason upon seven (7) days' prior written notice.
4.2 Section 5 Survives Termination. Upon the termination of this Agreement for any reason, the provisions of Section 5 will survive such termination and remain effective and binding on the parties.
5. Proprietary Interests
5.1 Trademarks and Trade Names. Nothing contained herein shall be construed to authorize Contractor: (a) to use any trademark or trade name, or service mark or service name, of Seagull as a style of name, or as part of the style or name, of any firm, partnership, or corporation other than Seagull; (b) to apply the same to any goods other than the services provided by Seagull; or (c) at any time after the expiration or sooner termination of this Agreement, to apply the same to goods, services, or to any other use whatsoever. Contractor shall not use any name, mark, or style to identify the services provided by Seagull, other than the trademark or trade name used by Seagull, without the prior written consent of Seagull.
5.2. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any information relating to the Business that has not previously been publicly released by Seagull and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models), customer and client information, customer and client lists, trade secrets, and all methods, concepts, know-how or ideas in or reasonably related to the Business as well as Confidential Information belonging to Seagull's customers or clients.
5.3. Proprietary Interest. Contractor recognizes the proprietary interest of Seagull in Confidential Information provided by Seagull to, or otherwise discovered by, Contractor from time to time. Contractor acknowledges and agrees that any and all such information shall be and is the property of Seagull. Contractor hereby waives any and all right, title or interest in and to such information and agrees, upon termination of this Agreement, to promptly return all copies of such information to Seagull, at Contractor's expense.
5.4. Confidentiality. Contractor acknowledges and agrees that Seagull is entitled to prevent its competitors from obtaining and utilizing its Confidential Information. Contractor agrees to hold Seagull's Confidential Information in strictest confidence and not to disclose such information or allow it to be disclosed, directly or indirectly, to any other person or entity, other than to persons engaged by Contractor for the purpose of performance hereunder, without Seagull's prior written consent. Contractor shall not, either during the term of this Agreement or at any time after the expiration or sooner termination of this Agreement, or during any extension hereof, disclose to anyone, other than persons engaged by it for the purpose of performing hereunder, any Confidential Information of Seagull obtained by Contractor. Contractor also agrees to place upon any persons to whom said information is disclosed for the purpose of performance hereunder a legal obligation to treat such information as strictly confidential. The Contractor will take all steps required by Seagull in order to preserve the confidentiality of Confidential Information.
5.5. Social Media Contacts. Any social media contacts, including “followers” and “friends”, which are acquired through social media accounts (including but not limited to email addresses, blogs, Twitter, Facebook, LinkedIn, YouTube, or other social media networks) used or created on behalf of Seagull are the exclusive property of Seagull.
5.6. Seagull Use of Images. The Contractor hereby agrees that Seagull has full permission to take, store, use, reproduce and/or resell the image or likeness of the Contractor by any audio and/or visual recording technique (including but not limited to electronic/digital techniques) for any legitimate purpose, including commercial sales and marketing purposes. The Contractor understands and agrees that Seagull may take photographic and video images of the Contractor, to be used for promotional purposes. The Contractor understands and agrees that information that is collected by Seagull about the Contractor, may be used for legitimate purposes, including but not limited to research, commercial sales and marketing purposes.
5.7. Non-Competition Covenant. The Contractor acknowledges that Seagull has an interest in the protection of its relationships with its customers and clients, and that the Contractor will come in contact with such customers and clients because of its performance of Services for Seagull when it would have not have come into such contact otherwise. For a period of two years after the termination of this Agreement, the Contractor will not directly or indirectly engage in any business with Seagull customers and clients. For the purposes of this provision, the term “engaging in a business” shall include, but not be limited to, participation as an employee, officer, supervisor, owner, stockholder (except the stockholder of less than three percent of the stock of a publicly traded corporation), independent contractor, or director of a business. The Contractor agrees that this non-competition covenant will not adversely affect the livelihood of the Contractor.
5.8. Injunctive Relief. The Contractor acknowledges that unauthorized use or disclosure by the Contractor of any Confidential Information will give rise to irreparable injury to Seagull or clients of Seagull, inadequately compensable in damages. Accordingly, Seagull or, where appropriate a client of Seagull, may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Notwithstanding, the foregoing, Contractor will not be in violation of this Agreement if Contractor (a) discloses Confidential Information to his own attorney in connection with any court proceeding brought by Contractor against the Company for alleged retaliation in respect of Contractor’s reporting of a suspected violation of law, or (b) uses Confidential Information in such court proceeding, provided that all documents containing Confidential Information are filed under seal and are not disclosed except by court order.
6. Enforceability. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Contractor against Seagull whether predicated on this Agreement or otherwise.
7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.
8. Arbitration. Except as otherwise set forth in Section 5.8 hereof, any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of the Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Chicago, Illinois. All documents, materials and information in the possession of each party which are in any way relevant to the dispute shall be made available to the other party for review and copying no later than sixty (60) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Illinois court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement. The cost of the arbitration including the fees of the arbitrator(s) shall be paid by losing parry in the arbitration.
9. General. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to the party in question at its address as the same appears on the first page of this Agreement, attention of the President, or otherwise as directed in writing by such party, from time to time. Non-compliance with any one paragraph of this Agreement shall not have an effect on the validity of any other part of this Agreement.
10. Entire Agreement. This constitutes the entire agreement between the parties and may not to be modified or amended by any prior or contemporaneous agreement, whether written or oral, except as otherwise set forth herein.
11. Captions. The captions for individual Paragraphs of this Agreement are inserted for organizational purposes only. They are not intended to modify or alter the substance of the provisions contained in the Paragraphs.
12. Counterparts. This Agreement may be executed in counterparts, with the same effectiveness and enforceability as if one copy had been executed by all parties.
13. Effect of Invalid Provision. In the event that any one or more of the provisions of this Agreement are determined to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining provisions of the Agreement.
14. Notice Requirements. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by a reputable overnight delivery service, or mailed by certified mail, to the address set forth in the opening paragraph of this Agreement or to such other address as either party may have furnished to the other in writing.
15. Opportunity To Read. The parties hereto represent that they have had ample opportunity to read and understand the provisions of this Agreement.
