This Online Contractor Services Agreement ("Agreement") constitutes a legal agreement between Garuda Labs, Inc. d/b/a Instawork (the "Company") and you ("Contractor"), and governs your use of and access to the Company Application (as defined below), that allows its customers to connect with the Company’s network of independent contractors to obtain service providers for various short term assignments.
PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY IF YOU WISH TO BECOME A CONTRACTOR AND BEFORE ACCESSING OR PROVIDING THE SERVICES.
PLEASE NOTE: SECTION 16 OF THIS AGREEMENT AFFECT HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED. THEY CONTAIN ARBITRATION PROVISIONS THAT REQUIRE DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND PROHIBIT CLASS ACTION CLAIMS. BY ACCEPTING THESE TERMS OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THAT ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
This Agreement expressly supersedes prior agreements with you. With the exception of the mutual obligation to arbitrate disputes, we reserve the right to modify or amend any other terms of this Agreement from time to time without notice; your continued use of the Application following the posting of changes to the terms shall constitute your acceptance of such changes.
ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT
a. "Services" means the services described in a Company Request for services to be performed by one of a network of independent workers who have expressed interest in performing Services through the Company’s online platform ("Contractor") for a Company customer ("Customer").
b. "Company Request" means a notice provided, through the Application, to one or more Company Contractors, which includes a description of the services to be provided by the Contractors, the time by which the Company Request must be completed (the "Request Completion Date") and the fee associated with the Company Request (the "Payment"). An open request is a request for services that has not yet been accepted by a Company Contractor ("Open Request"). Company Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Company Contractor has accepted a Company Request pursuant to Sections 2 and 3, the Company Request will become a "Company Engagement". (Company Contractors are under no obligation to accept any Open Request).
c. "Application" means the software application used by the Company in connection with the Services.
d. "Account" means the account created for Contractor upon registration with the Company through the Application. Contractor must maintain an active Account in order to use the Application.
2. Background Checks. As part of Contractor’s initial registration with the Company, Contractor agrees to execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, Contractor will be eligible to use the Application to view and accept Company Requests. Contractor further agrees to complete any ongoing background checks as may be required by the Company or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept Company Requests and/or removal from the Application.
3. Best Efforts. By registering to become a Company Contractor and accepting an Open Request, Contractor agrees to use best efforts to perform the Company Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once Contractor has accepted a Company Request, the Open Request will no longer be available for performance by other Company Contractors who received the Open Request. By accepting an Open Request, Contractor is entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Contractor may not accept an Open Request unless certain that: (1) Contractor understands what is requested for delivery; (2) Contractor can perform the Services identified in the Open Request; (3) Contractor can deliver the Services in the requested time period; and, if required, Contractor can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, Contractor will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of Contractor’s failure to timely complete the Open Request in accordance with the Customer requirements. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Services will be performed by and only by Contractor or by employees of Contractor. Contractor agrees that Contractor will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Contractor’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
5. Ownership Rights; Proprietary Information; Publicity.
a. Company shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Contractor during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, "Inventions") and Contractor will promptly disclose and provide all Inventions to Company. Contractor hereby makes all assignments necessary to accomplish the foregoing ownership. Contractor shall assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Contractor hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Contractor’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Contractor and all other creators or owners of the applicable Invention.
b. Contractor agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or on behalf of Contractor during the period that Contractor is to be providing the Services that relate to Company or Company Customers, or to the business or demonstrably anticipated business of Company or Company Customers, or in connection with the Services or that are received by or for Company or any Company Customer in confidence, constitute "Proprietary Information." Proprietary information also includes information received in confidence by Company from its customers or suppliers or other third parties. Contractor shall hold in confidence and not disclose or, except in performing the Services, use, or permit to be used, any Proprietary Information. However, Contractor shall not be obligated under this paragraph with respect to information Contractor can document is or becomes readily publicly available without restriction through no fault of Contractor. Upon termination or as otherwise requested by Company, Contractor will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Contractor may keep its personal copies of its compensation records and this Agreement. Contractor also recognizes and agrees that Contractor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Contractor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
c. As additional protection for Proprietary Information, Contractor agrees that during the period over which Contractor is to be providing the Services, Contractor will not encourage or solicit any employee or contractor of Company to leave Company for any reason
d. To the extent allowed by law, Section 5(a) and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist’s rights," "droit moral," or the like (collectively "Moral Rights"). Furthermore, Contractor agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Contractor’s name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, Contractor hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto. Contractor will confirm any such ratifications and consents from time to time as requested by Company. If any other person is in any way involved in any Services, Contractor will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit.
e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Contractor (or any person involved in the Services)and not assigned hereunder, Contractor hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
6. Warranties and Other Obligations. Contractor represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) all work under this Agreement shall be Contractor’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to allow Contractor to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give Contractor the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Contractor shall comply with all applicable laws and Company and safety rules and the safety rules of Company Customers in the course of performing the Services; and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect.
7. Avoidance of Conflict of Interest. Contractor represents and warrants that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement. Contractor has not brought and will not bring to Company or Company Customers, or use in the performance of the Services, any materials or documents of another party considered confidential unless Contractor has first obtained written authorization from such party for the possession and use of such materials and has received Company’s prior written consent to use such materials. Contractor will advise Company at such time as any activity of either Company or another business presents Contractor with a conflict of interest or the appearance of a conflict of interest. Contractor will take whatever action is requested by Company or Company Customers to resolve any conflict or appearance of conflict which it finds to exist. Contractor further represents and warrants that Contractor has full power and authority to enter into this Agreement and perform Contractor’s obligations hereunder.
8. Other Business Activities. Contractor may be engaged or employed in any other business, trade, profession or other activity while providing services to Company and Company Customers, in which case Contractor agrees to abide by the terms of Sections 5-7.
9. Termination. This contract may be terminated immediately if either party breaches a material provision of this Agreement, if Contractor violates the law in connection with Contractor’s performance of the Services, or if Contractor engages in conduct that the Company, in its sole discretion, believes in good faith to be detrimental to its business interests. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice. Company shall pay Contractor all unpaid, undisputed amounts due for the Services completed prior to notice of such termination, and shall retain the full amount of any fee paid to the Company by Company Customers in connection with Contractor’s Company Engagements. Sections 5 (subject to the limitations set forth in Section 5(c)) through 17 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Contractor.
10. Relationships Between Company, Contractors And the Customers.
Company maintains a technology platform and market place and is not in the business of providing workers (whether independent contractors or employees) to Customers or other third parties. Contractors understand and agree that by creating and maintaining an account on the Instawork Platform, they receive only the ability to use the platform to access persons or entities interested in receiving and/or having Contractors perform services for such persons or entities, as well as related tools such as the ability to message those persons or schedule appointments.
Contractors understand and agree that, by using the platform, they are customers of Company, and are not Company employees, joint ventures, partners, or agents.
a. Notwithstanding any provision hereof, Contractor is an independent contractor and is not an employee, agent, partner or joint venturer of Company or any Company Customer, and shall not bind nor attempt to bind Company or any Company Customer to any contract beyond the terms of this Contractor Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Company or any Company Customer and Contractor, or any employee or agent of Contractor. As an independent contractor, Contractor is solely responsible for determining which Open Requests Contractor will choose to accept and how, when and where Contractor will provide the Services under this Agreement. The Company will provide no supervision and will have no control over the manner in which Contractor performs the Services. The Company will not set the Contractor’s work hours and location of work, nor will Company be involved in determining the type or manner of compensation that will be paid for any Service Request. Further, Contractor must provide all equipment, tools, material and labor that may be necessary to perform the Services. The Company will not provide Contractor with any equipment, tools, training, material or labor to perform the Services and will only (subject to the terms and condition stated herein) provide Contractor with access to the Application/platform for purposes of enabling Contractor to access and accept (if Contractor so chooses) Company Requests and engage in incidental, related activities (if Contractor so chooses). Contractor shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by Company. Company shall not provide disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Contractor.
b. For Contracts classified as employer-employee relationships, Customer will manage the Instawork request through Advantage Workforce Services, LLC, an independent company and their specific payrolling program, where the Worker becomes an hourly employee of a third party employer and Worker and Customer enter into appropriate additional agreements.
c. Taxes. Contractor shall comply at Contractor’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Contractor will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Contractor’s obligations under any provision of this Agreement, for the benefit of the Company and Company Customers, and Contractor will be responsible for any noncompliance by them. Contractor shall be responsible for and, and shall indemnify Company against all such taxes or contributions including penalties and interest.
d. Insurance. As an independent contractor, Contractor is solely and exclusively responsible for Contractor’s own insurance. Specifically, in the event that Contractor is injured while working in the course and scope of an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any workers compensation insurance coverage that the Company may provide to its employees. Further, in the event that Contractor’s actions cause an injury to a third party while Contractor is working in the course and scope of performing an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any general liability or automobile liability insurance coverage that the Company may have, and that the Company is not making any commitment to defend and/or indemnify Contractor in such circumstances, and specifically denies such obligation. All Company Contractors must have insurance coverage in order to perform Services. Accordingly, a portion of the hourly proceeds ($0.38 per hour worked) from each Company Engagement will be applied toward coverage under an occupational accident insurance policy ("OAI") made available by the Company. Additionally, a portion of the hourly proceeds ($0.05 per hour worked) from each Company Engagement will be applied towards membership in the Independent Contractors Benefits Association Inc. (ICBA). By accessing and using the Application, or by clicking to accept this Agreement, you hereby apply for the OAI and membership in the ICBA (both made available by the Company). You certify that you are an Independent Contractor and agree to support the purpose of the ICBA to educate and assist Association members on issues of importance to Independent Contractors. You authorize the Company to pay on your behalf fees for the OAI and ICBA membership dues. Contractor may opt out of the OAI and ICBA membership by providing the Company proof of existing workers’ compensation insurance coverage via email.
e. Indemnification. Contractor agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless to the extent of any obligation imposed on the Company (i) to pay withholding taxes or similar items or (ii) resulting from Contractor’s being determined not to be an independent contractor. Contractor further agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys’ fees, arising out of or based upon any breach or alleged breach by Contractor of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
12. Relationship with Customers. You acknowledge and agree that your provision of Services to a Customer creates a direct business relationship between you and the Customer. The Company is not responsible or liable for the actions or inactions of any Customer in relation to you or your activities. You are responsible for any obligations or liabilities to Customers that may arise from your provision of Services, and you agree to indemnify the Company and/or any of their respective subsidiaries and affiliates and the directors, officers, employees, and agents thereof for any liability that they may incur, individually or collectively, as a result of any action or omission by you in the performance of Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper to mitigate such risks.
13. Indemnification. Contractor agrees to defend, indemnify and hold harmless Company and its affiliates, and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, attorneys’ fees or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Contractor’s acts or omissions; and (b) Contractor’s breach of any representation, warranty or obligation under this Agreement. Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Contractor.
14. Assignment. This Agreement and the Services contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.
15. Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.
16. Arbitration and Equitable Relief.
The Company and Contractor mutually agree to resolve any legal disputes, past, present or future, between them, or between Contractor and any of Company’s employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding arbitration instead of a court or jury trial. The parties agree that this arbitration agreement is governed by the U. S. Federal Arbitration Act (9 U.S.C. §§ 1-16). However, if despite the parties’ agreement in the preceding sentence the Federal Arbitration Act is found not to apply, this arbitration agreement will be governed by the law of the state where Contractor last performed services under this Contract. Except as specifically provided below with respect to the Class and Representative Action waiver, this arbitration agreement shall apply to any and all claims arising out of or relating to this Agreement (including without limitation the scope, enforceability, validity, or conscionability of this arbitration agreement itself), the Contractor’s classification as an independent contractor, Contractor’s provision of services to Company or its Customers, the payments received by Contractor for providing services to Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with Company.
Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as otherwise provided by an Act of Congress are excluded from the coverage of this Agreement.
Private attorney general representative actions brought on behalf of the state under the California Labor Code are not arbitrable, but a claim you bring on your own behalf as an aggrieved employee for recovery of underpaid wages or penalties (as opposed to a representative claim for civil penalties) is arbitrable.
(a) If either party initiates arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period for the claim or claims asserted. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any Notice to Instawork of a demand to arbitrate should be sent to PO Box 77714, San Francisco, CA 94107, Attention: Legal ("Notice Address").
(b) Class Action Waiver. The Company and Contractor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim in court that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) Contractor agrees and acknowledges that entering into this arbitration agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of Company or Company’s Customers and that any disputes in this regard shall be subject to arbitration as provided in this arbitration agreement.
(d) Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) ("JAMS Rules"), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute or a retired judge.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in San Francisco, California.
(3) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the Arbitrator's and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the Arbitrator.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state, federal or local law, as may be applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable substantive law governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
(8) A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
(e) This Agreement does not prevent a Contractor from filing unfair labor practice charges with the National Labor Relations Board (www.nlrb.gov) for US-based Contractors. Nothing in this Agreement prevents a Contractor from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Agreement prevents the investigation by a government agency of any such report, claim or charge.
(f) The JAMS Rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/ or by searching for "JAMS Comprehensive Arbitration Rules" using a service such as www.Google.com.
(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.
(h) This arbitration agreement may be acknowledged and agreed to electronically, and its validity shall not be affected thereby. A copy of this agreement may be used in lieu of an original for any purpose.
17. Miscellaneous. Any breach of Section 5 or 6 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, with the exception of the agreement to arbitrate disputes which shall be governed by the FAA, shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Paragraph titles are provided for reference purposes only, and do not affect the substantive provisions of this Agreement.
18. Defend Trade Secrets Act of 2016; Other Notices. Contractor understands that pursuant to the federal Defend Trade Secrets Act of 2016, Contractor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Contractor further understands that nothing contained in this Agreement limits Contractor’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.