Media & Marketing Consent
I understand that my participation may be recorded and or documented in various forms and may be used in promotional material, print and internet based marketing/advertising. A77 will act with sound judgment and integrity and take careful consideration with the use of these materials. You acknowledge that your participation may be recorded (whether by means of but not limited to audiovisual and/or photographic means) (the “Materials”). You also hereby release, waive, discharge, and covenants A77 from and against any and all Liability in any manner connected with the use and exercise of the rights granted and/or arising out of or related to the use or reuse of Participant’s appearance, name, voice, image, likeness and/or biographical information as they may appear in the Materials (including without limitation, claims based upon harm to reputation, disparagement, invasion of privacy and/or publicity) in connection with the Materials. Releasing Party hereby authorizes A77 to use the Materials for any purpose whatsoever, including but not limited to in connection with the Program, any other production, the advertising, promotion and/or merchandising of the same and further acknowledge that such recordings may be exploited in any and all media now known or hereafter devised, throughout the world, in perpetuity. Releasing Party understands that he or she shall not be entitled to any compensation in connection therewith. I am aware that the terms of the Media & Marketing Consent as well as information required during my role may be updated at any time without notice and that I may be required to submit additional information when and if needed.

Background Checks
I understand that my participation may include various forms of checks including but not limited to background, criminal, and social media checks and hereby agree to have any required searches completed.

Privacy and Confidentiality
We might share privileged and confidential information with you, you will commit to maintaining confidentiality with regard to A77’s business and activities, and the business and activities of clients and potential clients.

Confidential information means all non-public information disclosed by A77 or a client or potential client to you whether oral, written, electronic, or otherwise, including but not limited to client lists, strategies, product and/or service roadmaps, SOPs, financials, and personal information. Everything will be treated as confidential.

You will use confidential information solely within the purpose of involvement, and will not disclose it to third parties except approved subcontractors or parties under a pre-approved scope with a need-to-know basis as directed by A77.

You will not disclose any specific information that identifies employees, clients, potential clients, or any information deemed confidential or that a reasonable person would understand to be confidential without prior written approval from A77.

Any and all information, including but not limited to project scopes, findings, clients, potential clients, collaborators, and contractors’/subconsultants’ information, is confidential and will be treated as such.

You will not disclose or use any confidential information obtained except as required to perform the purpose of involvement, or scope that A77 has engaged you for. This obligation survives termination.

Required Disclosure: If you become legally compelled to disclose any Confidential information, you will promptly notify A77 (to the extent legally permitted) to allow A77 to seek a protective order or other remedy. You will disclose only that portion legally required and will use reasonable efforts to obtain confidential treatment for any such disclosure.

You will promptly notify A77 in writing upon becoming aware of any unauthorized access, use, or disclosure of Confidential Information provided to you and will reasonably cooperate in any remediation.

Intellectual Property Rights
All intellectual property rights related to A77's methodologies, approaches, processes, designs, files, concepts, and any and all items that are a part of the process or the deliverables, including your work product, shall be and remain the property of A77. This also applies to any derived work and/or A77’s IP that has been modified. All of your work product created, including but not limited to deliverables, designs, reports, media, software, etc., is the exclusive property of A77 regardless of the stage of its development or completion.

Work product refers to, but is not limited to, all deliverables, documents, content, communication frameworks, contacts, playbooks, CRM configurations, templates, reports, analytics, processes, training materials, and other materials created for A77 in performing the services.

To the fullest extent permitted by law in all jurisdictions, you hereby assign A77 all right, title, and interest in and to the work product, including all IP rights therein, effective upon creation, regardless of stage of development or completion.

You irrevocably waives any moral rights in work product in favour of A77 to the extent permitted by law. If moral rights cannot be waived, You irrevocably assigns those rights to A77.

You grant A77 a perpetual, worldwide, royalty-free, irrevocable license to use, copy, modify, and create derivative works of background IP solely as embedded in or necessary to use the work product.

Non-Disclosure, Non-Use, and Non-Circumvention (NNN)
You will not disclose confidential information to any third party except as permitted by A77 in writing and will not use any confidential information for any purpose other than for the purpose of involvement by A77. Without limiting the foregoing, you will not design, manufacture, source, market, or sell any product or service using or derived from confidential information without A77’s prior written consent.

No Reverse Engineering/Derivation: You will not disassemble, decompile, decrypt, scrape, or otherwise attempt to derive the source, composition, or underlying ideas of any confidential information, data set, model, tool, or system provided by A77, except to the limited extent that may be expressly permitted in writing by a signatory of A77 with clear direction.

Non-Circumvention (Cross-Reference): You will not directly or indirectly bypass, avoid, or circumvent A77 to deal with any introduced party for the purpose of offering or receiving services or opportunities that are the same or similar to the services that would otherwise deprive the company of fees, margin, goodwill, or strategic benefit. Any introduced party includes but is not limited to any client, prospect, lead, refer, partner, vendor, collaborator, contractor/subcontractor, community, extended team, employee, team member, or any other contact introduced by or through the Company, or identified using Company confidential information (including CRM data and playbooks). You will promptly disclose to A77 any outreach from or opportunity with an introduced party and route all such opportunities through the Company, and not assist any third party to circumvent the Company. If you are legally required to transact with an introduced party through a pre-existing written obligation disclosed to the Company within 5 days of the effective date of this Agreement, You must obtain the Company’s prior written consent and ensure the Company’s commercial interests are protected by a mutually agreed fee-share or referral arrangement.

Remedies: You acknowledge and irrevocably agree that any breach of this contract by you will cause irreparable harm to A77 for which you will be required to cover monetary and legal damages to be determined at A77’s reasonable discretion. In addition to any other remedies, A77 may seek injunctive relief, specific performance, an account, disgorgement of profits, constructive trust, and recovery of legal fees and enforcement costs.

You will not issue press releases, case studies, portfolio/website references, or social media posts naming or depicting A77 or, but not limited to, its clients, potential clients, network, team, nor use any Company name, logo, or trademark without A77’s prior written consent by an authorized signatory.

Your NNN obligations survive termination indefinitely. Any period applicable to this restriction is tolled during any breach and resumes only upon its cessation.

Non-Solicitation
Throughout A77’s Scope of Work, or purpose of involvement, you might engage with, but not limited to, A77 employees and team members, interns, collaborators, sub-consultants, contractors, and clients, hereby referred to as ‘A77’s network’. In such cases, you shall not on your own behalf or on behalf of or in connection with any other entity, without prior written consent of A77 on a case-by-case, directly or indirectly, in any capacity, solicit, induce, or persuade, in any manner, any member of A77’s network and/or its affiliates and/or subsidiaries to work with yourself or other entities or entice them from working with or for A77 and any of its affiliates and/or subsidiaries.

Non-Compete
You will not provide substantially similar services to a directly competing firm solely with respect to specific accounts you service for A77 including but not limited to A77’s network, and any prospects, previous clients, and existing clients.

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, and any applicable federal laws of Canada, without regard to conflict-of-laws principles.

Indemnification
You agree to indemnify and hold A77, and any current or future parent or subsidiary companies, directors, and shareholders, harmless from, against, and in respect of any loss, damage, claim, liabilities, penalties, legal fees and disbursements, cost or expense whatsoever, including any and all incremental out-of- pocket costs, arising out of or relating to any Claim in connection with the following matters:

• Your breach of this Agreement;

• Your any misrepresentation or breach of any warranty, agreement, covenant, or obligation;

• any claim regarding occupational health and safety illness, injury, or risk, for example, but not limited to, risk of workplace-related illness, and any claim related to environmental issues.

• any misrepresentation or violation of law by you;

• any claim relating to taxes, withholdings, social insurance, or employment benefits concerning you.

• Your obligation to indemnify A77 for any loss, damage, claim, cost, or expense shall survive the termination of this Agreement.

• Should a dispute arise, you agrees to binding arbitration.

Dispute Resolution
The parties shall make all reasonable efforts to resolve a dispute by amicable negotiations and agree to provide, on a without prejudice basis, full and timely disclosure of relevant facts, information, and documents to facilitate these negotiations. Disputes shall be resolved in accordance with the applicable provincial (Ontario) or federal Canadian legislation. Any dispute shall be finally resolved by arbitration.

Non-Disparagement
You agree not to make or publish in any media or on any social media or platform (both while being contracted by A77 or at any time thereafter) any written, oral or audiovisual statement which is or could reasonably be seen to be disparaging, deleterious or damaging to the integrity, reputation, or goodwill of A77, A77’s business, or A77’s clients, customers, potential clients or customers, employees, contractors, partners, suppliers, vendors, associates, consultants, community, or collaborators. You will not make or induce others to make any false, misleading, or disparaging statements (oral, written, or online) about, but not limited to, A77, its affiliates, network, officers, directors, employees, team, and clients.

Policies and Operational Updates

A77’s operating policies, SOPs, security/IT requirements, acceptable-use standards, communications standards, CASL templates, and workflow/playbooks (collectively, ‘policies’) are incorporated into this Agreement by reference. You will comply with all policies.

A77 may update policies, terms, and agreement requirements at its descriptions with or without notice. You hereby acknowledge and accept such changes and will adhere to all terms and conditions accordingly.

Non-Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any provision of this Agreement shall be effective only if it is in writing and signed by the party providing the waiver, and any such waiver shall apply only to the specific instance for which it is given and shall not be construed as a continuing waiver.

Data Protection
You will maintain administrative, physical, and technical safeguards appropriate to the nature of the data and risks, including secure passwords, anti-virus software, VPN use, MFA where available, encryption at rest and in transit (where feasible), least-privilege access, avoid public Wi-Fi, and limit access to a need-to-know basis.

You will access and process A77 and work data only within company-approved systems, such as but not limited to CRMs, Cloud Storage, etc., and will not store information on or outside company-approved systems, nor in print or export datasets.

You will notify A77 immediately of any actual or suspected data breach and cooperate in remediation and re-establishing security and data protection.

You will retain data only as necessary, securely delete and/or return data upon request or termination, and certify deletion.

You will use company-approved messaging and communication for but not limited to outreach, follow-ups, and to represent the Company professionally.

All work product is to remain on A77’s server and appropriate workspaces, and is not to be stored on personal devices. Passwords and network access are not to be shared. Upon termination of this Agreement, a security protocol will be followed to ensure that Company materials are properly stored and removed from your devices. You acknowledge and will comply with any access requests to verify that protocols have been completed.

Conflicts of Interest, Gifts, and Audit Rights
You will disclose any actual or potential conflicts of interest. You will not solicit or accept work from any client, potential client, collaborator, or partner of A77 without prior written consent.

You represents that there is no conflict that will adversely affect performance and will promptly disclose any actual or potential conflicts and follow A77’s written direction to mitigate or cease conflicting activity.

Gifts, Hospitality, and Anti-Kickback
You shall not accept nor offer bribes, kickbacks, or anything of value to improperly influence business decisions. Modest, lawful courtesies with written approval from an A77 signatory, with accurate records kept, are acceptable.

Records & Audit: You will maintain accurate, reasonably detailed records relating to the services (including jurisdictional and company-present regions’ data and CASL compliance, data security, and KPI attribution). Company may conduct a remote audit limited to verifying compliance. Non-compliance must be cured promptly, and delays may result in costs covered by you.

You will cooperate with Company and regulators in any inquiry related to compliance with this Agreement.

Additional Terms & Conditions
This agreement is made and entered into by the participant and A77 Inc. for the purpose of A77 Inc. using the participant's CV, Profile, and headshot for but not limited to:

• Submitting project proposals or bids.
• Presenting proposed project teams for various in-house, consulting, or collaborative projects.
• Showcasing our Team, Extended Team, and/or Community.

You hereby acknowledge that this agreement does not constitute employment, partnership, or otherwise. For scopes which A77 may hire you for, A77 will provide an agreement with the scope outlined.

You hereby acknowledge that you have read and agree to all A77's terms and conditions in this agreement. You also hereby acknowledge and accept to follow all A77 policies, terms, guidelines, and Code of Conduct. A77 reserves the right to modify in part or in whole any and all terms, conditions, codes, policies, and guidelines at any point with or without notice as required.

Counterparts and Electronic Execution 
This Agreement may be executed in any number of counterparts each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument. This Agreement may be executed and delivered by electronic means and each of the Parties may rely on such electronic execution as though it were an original hand-written signature.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email: info@a77inc.com


Marketing Emails
We may send you marketing emails, which you can unsubscribe from by clicking the link at the bottom of the email. We may share your contact information with Squarespace, our email marketing provider, so they can send these emails on our behalf.

The terms above are the sole property of A77 Inc and current or future parent companies, and are not to be copied or reused in any form by any unauthorized party. Unauthorized use is strictly prohibited and is in violation of our Terms & Conditions and Code of Conduct.

These Terms & Conditions recognize A77 Inc. and any including but not limited to current or future parent and or subsidiaries and their companies, directors, and shareholders it may have.