Who we are
Our website address is: https://prodigyscholars.com.
What personal data we collect and why we collect it
When visitors leave comments on the site we collect the data shown in the comments form, and also the visitor’s IP address and browser user agent string to help spam detection.
If you upload images to the website, you should avoid uploading images with embedded location data (EXIF GPS) included. Visitors to the website can download and extract any location data from images on the website.
If you leave a comment on our site you may opt-in to saving your name, email address and website in cookies. These are for your convenience so that you do not have to fill in your details again when you leave another comment. These cookies will last for one year.
If you have an account and you log in to this site, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser.
When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select “Remember Me”, your login will persist for two weeks. If you log out of your account, the login cookies will be removed.
If you edit or publish an article, an additional cookie will be saved in your browser. This cookie includes no personal data and simply indicates the post ID of the article you just edited. It expires after 1 day.
Embedded content from other websites
Articles on this site may include embedded content (e.g. videos, images, articles, etc.). Embedded content from other websites behaves in the exact same way as if the visitor has visited the other website.
Who we share your data with
How long we retain your data
If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognize and approve any follow-up comments automatically instead of holding them in a moderation queue.
For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.
What rights you have over your data
If you have an account on this site, or have left comments, you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.
Terms and Conditions
Updated July 27, 2019; Effective as of July 27, 2019.
- Information Collected
- Information You Provide: We receive information you provide to us when you:
- create an account with us (including a shopping account online, an account to review products, a customer loyalty account, a team sports or event registration account or any other type of account);
- apply for a credit card through us or our banking partners;
- make a purchase;
- apply for employment opportunities;
- apply for a license (e.g., hunting, fishing, etc.) or conduct a similar type transaction related to governmental compliance;
- contact us via any customer service method;
- submit user-generated content (via our Websites, Internet Marketing Channels or otherwise);
- participate in customer research, surveys, sweepstakes or promotions;
- subscribe for email, text, or other messages;
- work with our Associates who provide you with in-store services or otherwise assist you with your product needs and purchases through use of Websites;
- download or use our Websites;
- file a claim or participate in investigations regarding claims or losses; or
- otherwise communicate information to us.
- Personal vs. Non-Personal Information. Some of the information we collect includes personal information, such as your name, mailing address, e-mail address, driver’s license number, date of birth, social security number, credit/debit card information (and related payment information) and/or telephone number that may identify you as an individual (“Personal Information“). If you or an Organization (as defined below) to which you or your minor child belongs create an account on one of our team sports or event Websites, the Personal Information we collect may relate to minor children. By providing the Organization or us with such child’s Personal Information, you represent that you are such minor child’s parent, guardian or otherwise have the authority to share this Personal Information with the Organization and us and further consent to the Organization directly sharing such information with us. The collection of certain types of information may be necessary and/or required for governmental compliance (e.g., hunting, fishing or firearms licensing or purchasing), or otherwise necessary to complete transactions you request (e.g., credit applications). We may also collect other types of Non-Personal information, which do not identify you as an individual when not associated with any other personal information, such as demographic/lifestyle information, personal interests and product/buying preferences and which we may associate with your Personal Information.
- Information Collected From Third Parties. We may receive information you provide on behalf of third parties, or third parties provide on behalf of you, including but not limited to gift recipients, online registrations/purchases, ship-from-store, in-store pick-up, registries or as a result of your interactions with other users on our team sports or event Websites.We receive information from sources assisting us with (i) updating, enhancing, improving and/or analyzing our records or data; (ii) performing marketing and research services; or (iii) detecting fraud or theft. We may also acquire information about you from third parties with whom we have a relationship or otherwise contract with to obtain such information. Further, in the event we acquire a business, we may receive information from the seller of such business. Additionally, we may receive information from various consumer reporting agencies and related service providers.
- Cookies, Web Beacons and Automated Information. When you visit our Websites or interact with us through your computer or mobile device, (including if you utilize or interact with our Wi-Fi, Bluetooth or other technologies within our stores) we may collect “Automated Information” through Cookies, Web Beacons and other similar or related automated means (collectively, “Information Technologies“). “Cookies” are small text files sent to your device as you visit our Websites or utilize our Internet Marketing Channels and saved on your device via your browser or hard drive. “Web Beacons” (also known as pixel tags) are a form of technology placed within our Websites and our Internet Marketing Channels to monitor visits to certain pages within, interactions with, and the effectiveness of, our Websites and our Internet Marketing Channels.Automated Information we collect via Information Technologies includes, without limitation, internet protocol address(es), operating system(s) and browser specifics of your device, device characteristics, geographic (geo-location) information, user ID(s), clickstream data, and specifics regarding your interactions with (i.e., the path you take through) our Websites and our Internet Marketing Channels. Automated Information may also include your mobile device information (e.g., device model, operating system version, device date and time, unique device identifiers, mobile network information); how you use our Websites (including mobile applications) and Internet Marketing Channels, search terms, pages you visit on our Websites and application performance information. We may use Automated Information to associate you with any interaction you have with our Websites, including interaction across multiple computers, mobile devices, and In-Store services. In addition, while Automated Information does not generally identify or relate to you as an individual, we may associate these types of information with you as an individual. In addition, others might seek to do so, and we cannot guarantee that parties with whom we may share such information might not succeed in re-identifying or associating non-personal information with particular individuals; we cannot be responsible for such parties’ use of such information.
- In-Store Services
- In-Store Technology. Many ProdigyScholars.com store locations offer free Wi-Fi services to visitors. Wi-Fi routers capture certain data from your devices that interact with the router. We also may enable Bluetooth or other technologies in our stores which enable us to detect the presence of your device in our store or provide operational insights. Unless we receive consent to use Wi-Fi data in a manner that identifies you or your device(s), Wi-Fi data is anonymously collected or de-identified.
- Video Cameras. We use cameras in our stores for security, operational and marketing purposes. This technology may capture demographic and personal information about you.
- Third Party Applications. Some third party service providers (such as Google) are able to combine your search history or other activity with the location functions within your device, to know that the same device that was used for searching on-line has also been at our store. These service providers provide us aggregate information as to how internet searches translate to customer store visits or other information.
- Information You Provide: We receive information you provide to us when you:
- Your Choices
- Email and Text Message Opt-Out. You may unsubscribe to future e-mail communications from any individual member of the ProdigyScholars.com Family of Businesses by clicking on the unsubscribe link provided in our e-mail communications from such member. You may unsubscribe to text communications for any of our Family of Businesses by responding STOP to any marketing text message you receive from that member. Regardless of your decision to opt-out of future e-mail or text communications, we may still contact you to respond to an inquiry, regarding transactions and for transactional purposes (e.g., sales confirmations, shipping notifications, recalls, product information, service/reminder notices and account maintenance). In addition, you may use the methods set forth in the “Contact Customer Service” link below to opt-out or update certain preferences.
- Disabling Cookies. Based upon your interactions with our Websites and elsewhere on the internet and your (and your device’s) interaction with our Internet Marketing Channels, we may personalize your experience via our Websites and via our Internet Marketing Channels. However, you have choices relating to how your device interacts with our Websites and our Internet Marketing Channels. You may choose to access our Websites and our Internet Marketing Channels without accepting certain Information Technologies on your device(s), and you may opt-out or modify certain elements that are tailored specifically to you and served to you based upon your browsing history. If you choose to restrict Information Technologies, you may access our Websites and Internet Marketing Channels, but you will NOT be able to take full advantage of certain features. You may also manage third party tracking by turning off cookies and changing your browser settings. Learn more at www.allaboutcookies.org.
- Interest-Based Advertising. We participate in interest-based advertising (IBA), also known as Online Behavioral Advertising. We use third-party advertising companies and networks to display ads tailored to your individual interests based on how you browse and shop online when you visit our Websites, Internet Marketing Channels and across other sites to serve you PRODIGYSCHOLARS.COM advertisements across the Internet and through other channels. Some of these networks may be members of the Network Advertising Initiative (“NAI“) or participate in the Digital Advertising Alliance’s (“DAA“) Self-Regulatory Program. To learn more about your choices relating to members of the NAI visit their website at http://www.networkadvertising.org/choices/#completed. To learn more about your choices relating to networks that participate in the DAA Program, please visit http://www.aboutads.info. Please note, even if you choose to restrict, opt-out or modify your preferences, you may still see or receive PRODIGYSCHOLARS.COM advertisements on our Websites, on our Internet Marketing Channels and on other sites, but such advertisements will not be based upon your browsing history.In addition, the browser on your device may offer you preferences regarding a website’s collection of your information or your online activities over time and/or across different websites or online services. At this time, our Websites do not respond to these preferences, and our Websites may continue to collect information in the manner described in this Policy. However, you have the option to opt out of certain interest-based advertising. To learn more about interest based advertising or to opt-out of this type of advertising by participating members, visit the Network Advertising Initiative website and the Digital Advertising Alliance website http://www.aboutads.info/choices. Options you select are browser and device-specific.
- Mobile Device and Application Preferences.
- Text Messages. If you have opted-in to receive text messages from us, we may send text messages to the number provided that corresponds to your device. To opt out of mobile messaging from a member of the ProdigyScholars.com Family of Businesses, reply “stop” to text messages received from such member. This will opt you out of all text message campaigns from that member only.
- Push Notifications. You may at any time opt out from further push notifications by adjusting the permissions in your mobile device.
- Geo-Location. You may at any time opt out from allowing us to access specific location data (latitude and longitude) of your device by adjusting the permissions in your mobile device you use to access our Websites and those of our third party partners: i.e. your mobile browser and ProdigyScholars.com mobile application.
- In-App Notifications. All application users receive in-app notifications or “local notifications” generated by a device trigger. To halt those notifications, you may discontinue use of the application, or uninstall the application from your mobile device.
- Updates and Uninstall ProdigyScholars.com Mobile Application. Notification and automatic installation of application updates can be controlled through the preferences of the mobile device application “store” specific to your mobile device. You can stop all further collection of information by a ProdigyScholars.com mobile application by uninstalling the ProdigyScholars.com mobile application. You may use the standard uninstall process available as part of your mobile device or via the mobile application marketplace or network. Note: If you uninstall the mobile application from your device, the ProdigyScholars.com unique identifier associated with your device will continue to be stored. If you re-install the application on the same device, ProdigyScholars.com will be able to re-associate this identifier to your previous transactions and activities. If you have linked your electronic fitness account with a third party to a PRODIGYSCHOLARS.COM mobile application, and you no longer want PRODIGYSCHOLARS.COM to collect data from that electronic fitness account, you will need to disconnect that account from within the PRODIGYSCHOLARS.COM application. Once that is done, you should uninstall the application from your mobile device.
- In-Store Technology. You may opt out from allowing us to access your in-store location and prevent the acquisition of data obtained via Wi-Fi, Bluetooth, or other in-store technology by disabling the applicable technology on your device while in our stores so that such in-store technology will not detect your presence, or by uninstalling the ProdigyScholars.com mobile application. To disable third party tracking while in our stores, log out of your third party accounts or disable location services when visiting our stores.
- Team Sports / Event Websites. With respect to information entered on your behalf by third parties on our team sports or event Websites, contact the applicable Organization for options regarding the manner in which information is obtained, entered, displayed and managed.
- How We Use Your InformationWe do not sell, rent or trade your Personal Information to unaffiliated third parties without your prior consent, although we do share information in some circumstances as described below under “How We Share Your Information.” We use your information in ways consistent with this Policy and in the following ways:
- Fulfilling, delivering and communicating with you regarding requests for information and orders for products and/or services.
- Maintaining our loyalty programs.
- Processing credit card applications and payments.
- Evaluating your application for employment.
- Administering surveys, sweepstakes, contests or promotions.
- Registering and servicing your account(s).
- Providing customer service.
- Conducting research and analysis.
- Alerting you to product, service and promotional information, including product recalls.
- Helping us to improve and customize our products and services, Websites and Internet Marketing Channels.
- To advertise our products and services to you and those of our partners that we think may be of interest to you.
- Protecting the security and integrity of our stores, Websites, Internet Marketing Channels and overall business practices.
- Enabling Organizations, account holders, and others to utilize the features and functionality and Services of our Websites, including facilitating communications among Organization participants, members and others.
- As may otherwise be disclosed at the time of collection.
In doing so, we:
- May combine certain Personal Information and non-personal information collected online and offline, including information collected from third parties;
- May transfer or disclose such information within our Family of Businesses, including affiliates and subsidiaries; and
- Will retain such information as needed to provide you products/services, comply with our legal obligations, resolve disputes, and enforce our agreements as we deem necessary, in our sole discretion.
- We may combine all information we collect and we may disclose this information within the ProdigyScholars.com Family of Businesses or with our service providers.
We use Automated Information and Information Technologies to recognize you and your preferences as you return to our Websites or utilize our Internet Marketing Channels and to tailor advertisements to you. We may display targeted ads to you through Internet Marketing Channels. These ads are sent to groups of people who share traits, such as likely commercial interests and demographics. For example, if you have expressed an interest in shopping for golf, we may target you with golf-related products. In addition to such tailoring, we use Automated Information to ensure that our online presence operates properly and efficiently for you and for your individual customer experience, to evaluate the use and benefit of such presence, and to support our Websites and our Internet Marketing Channels.
We also use location services, which are built into the functionality of smart phones and other devices, in order to deliver marketing messages to you which are specific to your location. We may also use this data to track the effectiveness of local marketing campaigns, as well as our store location services.
- How We Share Your InformationWe may share your information (including Personal Information) in ways consistent with this Policy and in the following ways:
- As we deem necessary in the event (or partial event) of a corporate sale (asset or stock), merger, reorganization, change in corporate control, acquisition, insolvency, bankruptcy or similar event.
- In connection with various co-branded, warranty, delivery/assembly and/or financial products or services, including our private label credit card(s).
- To comply with applicable law or reasonable request based upon governmental regulation, court order, subpoena or similar related action.
- As we deem necessary to protect the rights, property or safety of PRODIGYSCHOLARS, our customers, our associates or others, to prevent harm or loss, or in connection with an investigation or suspected or actual unlawful activity.
- With respect to our team sports or event Websites, with the applicable Organization(s) on whose behalf the Website was established, and otherwise in connection with other features and functionality of such Websites. Such Organizations at their discretion may share your information with other participants, users and public viewers of the Websites. We suggest you review the privacy policies of such Organizations before deciding to share information relating to any such Organization.
- As may otherwise be disclosed at the time of collection.
- How to Update Your InformationFor certain types of information, we offer you several ways to access or update such information:
- If you have an account on one or more of our Websites, log-in to such account via the applicable Website. After securely entering your account, you can update your information and communication preferences by entering or revising the information as reflected therein. Note, some fields (such as password) are Website specific and if you have more than one account with us or registered on more than one Website, you will need to update each account.
- You can Contact Customer Service to request updates to your account via the link at the bottom of each page of our Websites or by emailing us at [email protected] or by calling us at 931-206-4229 for all Websites other than TSHQ. For TSHQ, you can reach us by email at [email protected] or by calling us at 931-206-4229.
- If you participate in an Organization that uses our team sports, academic or event Websites we host on behalf of an Organization, contact the Organization for options regarding the manner in which information is updated, edited displayed, or removed.
- We may refuse requests that are unreasonably repetitive, require disproportionate technical efforts, risk the privacy of others or are impractical.
- After closing your account(s), or updating or revising any information within your account(s) or any Information Technologies associated with your device(s), we may not delete residual copies from our servers and may not remove information from our back-up system(s).
- Closing or updating information relating to one PRODIGYSCHOLARS.COMaccount (e.g., a PRODIGYSCHOLARS.COMonline shopping account) does not guarantee the closing or updating of a separate and different PRODIGYSCHOLARS.COMaccount (e.g., a Golf Galaxy shopping account or a PRODIGYSCHOLARS.COMloyalty card account). If you desire to close or update multiple PRODIGYSCHOLARS.COMaccounts, please log-in to each specific account to do so, or please contact the correct and applicable Customer Service department associated with each such account.
- Closing an account will not affect information we obtain via Information Technologies.
- Closing your account on our team sports or event Websites may not remove your information that the Organization and its affiliates, or other third parties, add about you to the applicable Websites (such as participant, eligibility, roster, scheduling, performance or scoring information).
In our efforts to maintain accurate and complete information, we utilize third party entities to assist us with updating and maintaining current contact information (e.g., National Change of Address or NCOA).
- SecurityWe use a variety of security measures to help protect your Personal Information and online transactions with us. Our Websites utilize encryption technology, including Secure Sockets Layer, to protect your Personal Information that we transport across the internet. Your personal online and mobile account(s) with us are password protected with restricted online access.
Additionally, we use a variety of security measures to help protect your Personal Information that we maintain at our facilities. While no company can guarantee your information (including your Personal Information) will not be accessible by unauthorized individuals, we use physical, administrative and technical controls that are consistent with retail practices in an attempt to mitigate such risks.
- ChildrenOur Websites are “general audience” websites and not directed toward children under the age of 13. We do not knowingly collect Personal Information from children under the age of 13 without express parental consent; however if your child is registered with an Organization, such Organization may provide such information to us. BY PROVIDING SUCH INFORMATION TO AN ORGANIZATION YOU EXPRESSLY CONSENT TO THE ORGANIZATION PROVIDING SUCH INFORMATION TO US. If you are a parent or guardian and think we have unauthorized information about your child who is under the age of 13, please let us know by contacting us at [email protected],
- Third Party LinksOur Websites and our Internet Marketing Channels may link to other sites that we do not control. In addition, you may have visited our Website through a link or a banner advertisement on another site. In such cases, the site you linked from may collect information from people who click on the banner or link. These other sites are governed by their own privacy policies. Be sure to review these privacy policies when visiting such sites to see how they collect and use this information. We are not responsible for the content of privacy practices of such third parties’ sites.
- California Privacy RightsFor the California Privacy rights under California Civil Code sections 1798.83-1798.84, also known as the “Shine the Light Law,” applicable to any of our users who are California residents click here http://www.dickssportinggoods.com/shop/index.jsp?categoryId=12720030&ab=Footer_Column3_CaliforniaDisclosures.
Agents of ProdigyScholars.com, Independent Contractor Agreement and Academic Resources
Independent Contractor Agreement
This Agreement is made between ProdigyScholars.com (“Client”) with a principal place of business at Educator/Tutor/Academic/Guidance Provider (“Contractor”), with a principal place of business.
1. Services to Be Performed
Contractor agrees to perform the following services: Provide Appropriate Academic Support for Students and Communicate Effectively with Parents about Student Progress
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates: 80% of the Total Service Fee.
Contractor shall be paid within a reasonable time after Contractor submits an invoice to Client. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed.
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, educational materials, educational software/programs, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.
4. Vehicles and Equipment
Contractor will furnish all vehicles, equipment, tools, software and materials used to provide the services required by this Agreement. Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
5. Independent Contractor Status
Contractor is an independent contractor, and neither Contractor nor Contractor’s employees or contract personnel are, or shall be deemed, Client’s employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows
[Check all that apply]
[ ] Contractor has the right to perform services for others during the term of this Agreement.
[ ] Services performed independent of Client’s Platform are not subject to receive reimbursements, refunds, or hold Client accountable for any misconduct or miscommunication of Contractor.
[ ] Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.
[ ] Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.
[ ] Neither Contractor nor Contractor’s employees or contract personnel shall be required to wear any uniforms provided by Client.
[ ] The services required by this Agreement shall be performed by Contractor, Contractor’s employees, or contract personnel, and Client shall not hire, supervise, or pay any assistants to help Contractor.
[ ] Neither Contractor nor Contractor’s employees or contract personnel shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
[ ] Neither Contractor nor Contractor’s employees or contract personnel shall be required by Client to devote full time to the performance of the services required by this Agreement.
6. Business Licenses, Permits, and Certificates
Contractor represents and warrants that Contractor and Contractor’s employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.
7. State and Federal Taxes
Client will not:
• withhold FICA (Social Security and Medicare taxes) from Contractor’s payments or make FICA payments on Contractor’s behalf
• make state or federal unemployment compensation contributions on Contractor’s behalf, or
• withhold state or federal income tax from Contractor’s payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
8. Fringe Benefits
Contractor understands that neither Contractor nor Contractor’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
9. Unemployment Compensation
Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor’s employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
10. Workers’ Compensation
Client shall not obtain workers’ compensation insurance on behalf of Contractor or Contractor’s employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers’ compensation insurance to the extent required by law and provide Client with a certificate of workers’ compensation insurance before the employees begin the work.
Client shall not provide insurance coverage of any kind for Contractor or Contractor’s employees or contract personnel. Contractor shall obtain the following insurance coverage and maintain it during the entire term of this Agreement:
[Check all that apply.]
[ ] Automobile liability insurance for each vehicle used in the performance of this Agreement — including owned, non-owned (for example, owned by Contractor’s employees), leased, or hired vehicles — in the minimum amount of $_____ combined single limit per occurrence for bodily injury and property damage.
[ ] Comprehensive or commercial general liability insurance coverage in the minimum amount of $______ combined single limit, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability.
Before commencing any work, Contractor shall provide Client with proof of this insurance and with proof that Client has been made an additional insured under the policies.
Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement.
13. Term of Agreement
This agreement will become effective when Contractor registration is complete and submitted and will terminate on the earlier of:
• The date a party terminates the Agreement as provided below.
14. Terminating the Agreement
With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately with or without giving written notice.
Reasonable cause includes:
• a material violation of this Agreement, or
• any act exposing the other party to liability to others for personal injury or property damage.
Either party may terminate this Agreement at any time by giving ____ days’ written notice to the other party of the intent to terminate.
15. Exclusive Agreement
This is the entire Agreement between Contractor and Client.
16. Modifying the Agreement
This Agreement may be modified only by a writing signed by both parties.
17. Resolving Disputes
If a dispute arises under this Agreement, any party may take the matter to California state court, jurisdiction of the county of Alameda.
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Alameda County, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Alameda County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf.
Proprietary or confidential information includes:
• the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use
• any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of
• business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
• information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor’s services to Client, and
• other: _____________________.
Upon termination of Contractor’s services to Client, or at Client’s request, Contractor shall deliver to Client all materials in Contractor’s possession relating to Client’s business.
Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to Client’s rights and remedies otherwise available at law.
19. Proprietary Information.
A. The product of all work performed under this Agreement (“Work Product/Service”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product.
B. Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.
C. The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.
D. The Client hereby strongly condemns the use of any school district’s proprietary materials, websites, software, assessments, or any other content that is deemed prohibited to use in settings outside those agreed by the local school district.
20. No Partnership
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client’s behalf.
21. Assignment and Delegation
Either Contractor or Client may assign rights and may delegate duties under this Agreement.
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client’s prior written approval.
22. Applicable Law
This Agreement will be governed by Tennessee law, without giving effect to conflict of laws principles.