Exhibit 10.17
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (the “Agreement”) is made as of October 1, 2021 (the “Effective Date”), by and between Definitive Healthcare LLC (“Company”), and Kevin P. Shone, AN INDIVIDUAL (“Contractor”).
The parties hereby agree as follows:
a) Work Product. Contractor agrees that any and all works of authorship, sketches, drawings, software programs, software source documents, data, algorithms, formulae, developments, apparatuses, equipment, models and designs conceived, written, created or reduced to practice in connection with the provision of Services under this Agreement by Contractor or its authorized subcontractors, whether or not patentable or registrable under copyright or similar statutes (“Work Product”), will be the sole and exclusive property of Company, and Contractor hereby assigns to Company all right, title and interest in and to such Work Product including any and all patent, copyright, trade secret, trademark rights and all other intellectual property rights related to the Work Product worldwide (the “Intellectual Property Rights”). Contractor hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, that Contractor now or may hereafter have for infringement of any Intellectual Property Rights in the Work Product or Inventions assigned hereunder to Company.
b) Inventions. Contractor will disclose in writing to Company all inventions, discoveries, concepts, ideas, trade secrets, know-how, methods, techniques, processes, improvements and other innovations of any kind that Contractor or its authorized subcontractors may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the Services, or as a result of that work, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection (collectively, “Inventions”). All Inventions made, conceived, or completed by Contractor or its authorized subcontractors, individually or with others, during the term of this Agreement will be the sole and exclusive property of Company and Contractor hereby assigns to Company all right, title and interest in and to such Inventions, including any Intellectual Property Rights thereto, provided such Inventions (i) relate to any subject matter with which Contractor’s work or Services to be rendered to Company hereunder may be concerned, (ii) relate to or are connected with the business, products or projects of Company of which Contractor had knowledge by reason of Contractor’s association with Company under this Agreement or (iii) involve use of Company’s time, material or facilities.
c) Assistance. Contractor agrees to cooperate with Company or its designee(s), both during and after the term of this Agreement, in the procurement, maintenance and enforcement of all Intellectual Property Rights in the Work Product and the Inventions in any and all countries. To that end Contractor (and all subcontractors) will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof, including without limitation any assignments of such Intellectual Property Rights to Company or
its designee. Contractor will be entitled to a fair and reasonable fee for rendering such services in addition to reimbursement of authorized expenses incurred at the prior written request of Company. In the event Company is unable for any reason, after reasonable effort, to secure Contractor’s signature on any document needed in connection with the actions specified in Section 9, Contractor hereby irrevocably designates and appoints Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of Section 9 with the same legal force and effect as if executed by Contractor.
a) This Agreement will be effective as of the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement with any or no reason upon fifteen (15) days prior written notice. Company may immediately terminate Contractor’s engagement for Cause upon written notice specifying the particular Cause. “Cause” means (i) Contractor’s failure or omission that has an adverse effect on Company; (ii) Contractor’s act(s) amounting to gross negligence to the detriment of Company; (iii) Contractor’s fraud or embezzlement of funds or property; or (iv) Contractor’s failure to observe or perform any covenant, condition or provision of this Agreement.
b) Upon any termination of this Agreement, Contractor will promptly deliver to Company all documents and other materials of any nature pertaining to the Services (including the Work Product and Inventions as defined in Section 9), together with all copies, notes, summaries, excerpts and the like of all documents and other items containing or pertaining to any Confidential Information. The following will survive termination of this Agreement: the non-solicitation provision of Section 6 and Sections 8 (Confidential Information), 9 (Rights in Work Product and Inventions), 10 (Indemnification by Contractor) and 13 (General Terms).
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Contractor |
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[Signature Page to Independent Contractor Services Agreement]