Consultant Terms and Conditions

  1. Purpose of Terms and Conditions. These Terms and Conditions cover all work performed by the Consultant for R.R. Donnelley & Sons Company, including any of its affiliates or subsidiaries (collectively “RR Donnelley”). By performing the work that is the subject of the applicable purchase order, Consultant acknowledges and agrees to these Terms and Conditions.
  2. Specifications and Fees. All work instructions and specifications and related fees are specified in applicable purchase order issued by RR Donnelley to Consultant.
  3. Independent Contractor. It is understood Consultant will be an independent contractor working in a professional consulting capacity and will not be considered an employee of RR Donnelley for any purpose. Consultant will not be entitled to any benefits provided by RR Donnelley to its employees, and RR Donnelley will not withhold any income, social security or similar taxes payable on amounts paid to Consultant. All such taxes will be reported and paid by Consultant as required.
  4. Confidentiality. Consultant agrees to treat as confidential indefinitely all information disclosed by RR Donnelley, in any format, about its past, present and future research, development and business activities, including that of its customers and suppliers, including, but not limited to, business plans, financial data, customer information, marketing plans, technical drawings, designs, schematics, product plans, research plans, software, trade secrets, know-how, formulas, processes, ideas and inventions (whether or not patentable), except to the extent that such information is or becomes (without breach of these Terms and Conditions) available generally to the public. Consultant agrees not to disclose any such information to others or, except in connection with these Terms and Conditions, use such information for his, her or its own benefit. Upon request, Consultant will promptly return to RR Donnelley all documents, drawings, diagrams, data or other written material containing confidential information.
  5. Warranty. Consultant represents and warrants that any content provided to RR Donnelley ("Content") will not infringe any copyright, trademark or other intellectual property right or violate any laws or regulations. Consultant agrees to indemnify RR Donnelley from any third party claims to the extent the Content infringes a third party's intellectual property rights or violates any law or regulation. The foregoing indemnity obligation shall not apply to the extent the Content is altered or modified by RR Donnelley and/or the end customer.
  6. Intellectual Property. Consultant agrees that to the extent Content created by Consultant in connection with work performed hereunder is eligible to be treated as a "work made for hire" under the copyright laws of the United States (as amended from time to time), it shall be deemed to be a "work made for hire." To the extent that any such Content is not eligible to be treated as a "work made for hire," Consultant hereby assigns all right, title and interest therein to RR Donnelley without further consideration. Consultant will take all action necessary to secure for RR Donnelley such rights, including the execution of such acknowledgements and assignments as RR Donnelley may reasonably request.
  7. Payment. RR Donnelley shall make payment to Consultant within sixty (60) days of receipt of an undisputed invoice. The parties shall use best efforts to resolve any disputed amounts in an expeditious manner and, once resolved, any amounts owed by RR Donnelley shall be paid in accordance with this Section 7.
  8. Termination. RR Donnelley may terminate a purchase order for any reason, or no reason at all, upon written notice to Consultant. Consultant will cease all work in connection with such terminated purchase order, and RR Donnelley shall pay the Consultant for all satisfactory work completed through the effective termination date.
  9. RR Donnelley Facilities. In the event Consultant is at an RR Donnelley facility/site in connection with its work hereunder, Consultant agrees to abide by any and all security and confidentiality requirements in effect for that particular RR Donnelley facility/site.
  10. Non-Assignment. Consultant may not assign any purchase order or any interest therein, nor delegate his, her or its duties without RR Donnelley's express written consent.
  11. Governing Law. All purchase orders, including all work thereunder, shall be governed in all aspects by the laws of the State of Illinois, without regard to its conflicts of law(s) provision(s).
  12. Integration. Any term in a separate work order, or in any other document purporting to relate to work performed by Consultant for RR Donnelley, that is inconsistent with these Terms and Conditions shall be deemed to be controlled by these Terms and Conditions.
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