Cursor · Consulting Agreement

Anysphere Consulting Agreement

This Consulting Agreement (“Agreement*”*) governs the relationship between Anysphere, Inc., a Delaware corporation located at 2261 Market Street, STE 86466, San Francisco, CA 94114 (“Company”), and any consultant (“Consultant”) who enters into a statement of work with Company that references this Agreement (“SOW”). By entering into a SOW, the parties agree to be bound by the version of this Agreement posted on this page on the effective date of the applicable SOW.

SERVICES
1. Statements of Work. From time to time, Company and Consultant may execute one or more SOWs that describe the specific services to be performed by Consultant. Each SOW may be amended only by written agreement of the parties. In the event of any conflict between a SOW and this Agreement, the Statement of Work will control.
2. Performance of Services. Consultant will perform the services described in each SOW (“Services”) in accordance with the terms and conditions set forth in each such SOW and this Agreement.
3. Delivery. Consultant will deliver to Company the deliverables and other materials specified in the SOW (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the SOW.
PAYMENT
1. Fees and Expenses. As Consultant’s sole compensation for the performance of Services, Company will pay Consultant the fees specified in each SOW in accordance with the terms set forth therein. Without limiting the generality of the foregoing, Consultant acknowledges and agrees that, if specified in the SOW, Company’s payment obligation will be expressly subject to Consultant’s completion or achievement of certain milestones to Company’s reasonable satisfaction. Unless otherwise provided in the SOW, Consultant must obtain Company’s prior written approval to be reimbursed for reasonable out-of-pocket travel, lodging and related expenses incurred by Consultant in connection with Consultant’s performance of Services. To obtain reimbursement, Consultant will furnish Company with copies of receipts and other customary documentation for any expenses for which Consultant requests reimbursement hereunder.
2. Invoicing and Payment Terms. All fees and other amounts set forth in the SOW, if any, are stated in and are payable in U.S. dollars. Unless otherwise provided in a SOW, Consultant will invoice Company on a monthly basis for all fees and expenses payable to Consultant, and undisputed invoices shall be paid Net 60 upon receipt by Company. Invoices should include the date of work, amount of time worked (e.g., hours, days, or other applicable unit) and the billable rate. If reasonable out-of-pocket expenses are approved for reimbursement under this Agreement, Consultant must submit receipts in order to receive payment for them. The parties will use commercially reasonable efforts to promptly resolve any payment disputes.
RELATIONSHIP OF THE PARTIES
1. Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law.
2. Taxes and Compliance. Consultant will be solely responsible for complying with all laws, rules, and regulations of the jurisdiction(s) in which Consultant resides or performs Services, including those related to income reporting, taxation, employment, and foreign exchange controls. Consultant will report to all applicable government agencies as income all compensation received pursuant to this Agreement, and will be solely responsible for payment of all applicable taxes.
OWNERSHIP
1. Disclosure of Work Product. Consultant will, as an integral part of its performance of Services, disclose in writing to Company all works of authorship, know-how, algorithms, specifications, and other materials of any kind that Consultant may make, conceive, or develop alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for copyright, trade secret, trademark or other legal protection (collectively, “Consultant Work Product”). Consultant Work Product includes without limitation any Deliverables that Consultant delivers to Company pursuant to Section 1(c).
2. Ownership of Consultant Work Product. Consultant and Company agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Company. Consultant agrees that, regardless of whether an item of Consultant Work Product is a work made for hire, all Consultant Work Product will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Consultant Work Product, including all worldwide copyrights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product.
3. Prior Inventions. Consultant retains ownership of any inventions, works of authorship, developments, improvements, trade secrets, and other intellectual property owned by Consultant or in which Consultant has an interest prior to, or separate from, performing the Services under this Agreement (“Prior Invention(s)”). To the extent that any Prior Invention is incorporated into or necessary for the use, operation, or exploitation of any Consultant Work Product, Consultant hereby grants to Company a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention in connection with such Consultant Work Product.
4. Moral Rights. To the fullest extent permitted by applicable law, Consultant irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Consultant Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, regardless of whether or not such right as called or generally referred to as a “moral right.”
5. Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.
CONFIDENTIAL INFORMATION For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Company and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Consultant or to which Consultant has access in connection with performing Services; (ii) the Consultant Work Product; and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Consultant; (b) was rightfully in Consultant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. Notwithstanding the foregoing, under the Defend Trade Secrets Act of 2016, Consultant (if an individual) will not be liable for disclosing a trade secret if the disclosure is: (A) made in confidence to a government official or attorney to report or investigate a legal violation, or (B) made in a lawsuit or proceeding filed under seal. Consultant may also share the trade secret with their attorney and use it in a retaliation lawsuit, as long as any court filing is under seal and the trade secret is not disclosed except by court order.
WARRANTIES, INDEMNITY, RESTRICTIONS
1. No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s performance of its obligations under this Agreement.
2. Performance Standard and Compliance with Laws. Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services. Consultant further represents and warrants that their performance of the Services will comply with all laws, rules, and regulations applicable to Consultant and the Services.
3. Non-infringement Warranty and Indemnity. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity. Consultant will indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Consultant Work Product infringes, misappropriates, or otherwise violates any such rights.
4. Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s or any third party’s benefit.
5. No Publicity. Consultant shall not, at any time, disclose that Consultant is performing or has performed work for Company, or use Company or its employees names in any written or oral public statement.
TERM AND TERMINATION
1. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until terminated under Section 7(b).
2. Termination. Either party may terminate this Agreement (including all Statements of Work): (i) for convenience by giving seven (7) days’ written notice, or (ii) immediately upon material breach by the other party that remains uncured after three (3) days’ notice.
3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Company all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Company, if any; (ii) Consultant will promptly deliver to Company all Confidential Information in Consultant’s possession or control; and (iii) Company will pay Consultant any accrued and undisputed fees due and payable to Consultant pursuant to Section 2.
4. Survival. Sections 2–6, 7(c), 7(d), and 8 will survive expiration or termination of this Agreement.
GENERAL
1. Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Company of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to other remedies under this Agreement or available at law or equity.
3. Equitable Remedies. Because the Services are personal and unique and because Consultant will have access to Confidential Information of Company, Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies available by law.
4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties irrevocably consent to the personal jurisdiction and venue therein.
5. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permitted by law.
6. Waiver. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
7. Notices. All notices must be in writing and are effective upon receipt if delivered by courier, overnight service, or email. For email notice, the Company’s designated address is legal@cursor.com, and Consultant’s designated address is as listed in the applicable SOW.
8. Entire Agreement. This Agreement, together with any SOW, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral. Company may update the terms of this Agreement from time to time by posting an updated version on this page. Such updates will be effective for new SOWs entered into after the updated version is posted. Consultant is responsible for reviewing the current version of this Agreement prior to entering into a new SOW.

Anysphere Consulting Agreement

SERVICES
1. Statements of Work. From time to time, Company and Consultant may execute one or more SOWs that describe the specific services to be performed by Consultant. Each SOW may be amended only by written agreement of the parties. In the event of any conflict between a SOW and this Agreement, the Statement of Work will control.
2. Performance of Services. Consultant will perform the services described in each SOW (“Services”) in accordance with the terms and conditions set forth in each such SOW and this Agreement.
3. Delivery. Consultant will deliver to Company the deliverables and other materials specified in the SOW (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the SOW.
PAYMENT
1. Fees and Expenses. As Consultant’s sole compensation for the performance of Services, Company will pay Consultant the fees specified in each SOW in accordance with the terms set forth therein. Without limiting the generality of the foregoing, Consultant acknowledges and agrees that, if specified in the SOW, Company’s payment obligation will be expressly subject to Consultant’s completion or achievement of certain milestones to Company’s reasonable satisfaction. Unless otherwise provided in the SOW, Consultant must obtain Company’s prior written approval to be reimbursed for reasonable out-of-pocket travel, lodging and related expenses incurred by Consultant in connection with Consultant’s performance of Services. To obtain reimbursement, Consultant will furnish Company with copies of receipts and other customary documentation for any expenses for which Consultant requests reimbursement hereunder.
2. Invoicing and Payment Terms. All fees and other amounts set forth in the SOW, if any, are stated in and are payable in U.S. dollars. Unless otherwise provided in a SOW, Consultant will invoice Company on a monthly basis for all fees and expenses payable to Consultant, and undisputed invoices shall be paid Net 60 upon receipt by Company. Invoices should include the date of work, amount of time worked (e.g., hours, days, or other applicable unit) and the billable rate. If reasonable out-of-pocket expenses are approved for reimbursement under this Agreement, Consultant must submit receipts in order to receive payment for them. The parties will use commercially reasonable efforts to promptly resolve any payment disputes.
RELATIONSHIP OF THE PARTIES
1. Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law.
2. Taxes and Compliance. Consultant will be solely responsible for complying with all laws, rules, and regulations of the jurisdiction(s) in which Consultant resides or performs Services, including those related to income reporting, taxation, employment, and foreign exchange controls. Consultant will report to all applicable government agencies as income all compensation received pursuant to this Agreement, and will be solely responsible for payment of all applicable taxes.
OWNERSHIP
1. Disclosure of Work Product. Consultant will, as an integral part of its performance of Services, disclose in writing to Company all works of authorship, know-how, algorithms, specifications, and other materials of any kind that Consultant may make, conceive, or develop alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for copyright, trade secret, trademark or other legal protection (collectively, “Consultant Work Product”). Consultant Work Product includes without limitation any Deliverables that Consultant delivers to Company pursuant to Section 1(c).
2. Ownership of Consultant Work Product. Consultant and Company agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Company. Consultant agrees that, regardless of whether an item of Consultant Work Product is a work made for hire, all Consultant Work Product will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Consultant Work Product, including all worldwide copyrights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product.
3. Prior Inventions. Consultant retains ownership of any inventions, works of authorship, developments, improvements, trade secrets, and other intellectual property owned by Consultant or in which Consultant has an interest prior to, or separate from, performing the Services under this Agreement (“Prior Invention(s)”). To the extent that any Prior Invention is incorporated into or necessary for the use, operation, or exploitation of any Consultant Work Product, Consultant hereby grants to Company a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention in connection with such Consultant Work Product.
4. Moral Rights. To the fullest extent permitted by applicable law, Consultant irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Consultant Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, regardless of whether or not such right as called or generally referred to as a “moral right.”
5. Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.
CONFIDENTIAL INFORMATION For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Company and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Consultant or to which Consultant has access in connection with performing Services; (ii) the Consultant Work Product; and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Consultant; (b) was rightfully in Consultant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. Notwithstanding the foregoing, under the Defend Trade Secrets Act of 2016, Consultant (if an individual) will not be liable for disclosing a trade secret if the disclosure is: (A) made in confidence to a government official or attorney to report or investigate a legal violation, or (B) made in a lawsuit or proceeding filed under seal. Consultant may also share the trade secret with their attorney and use it in a retaliation lawsuit, as long as any court filing is under seal and the trade secret is not disclosed except by court order.
WARRANTIES, INDEMNITY, RESTRICTIONS
1. No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s performance of its obligations under this Agreement.
2. Performance Standard and Compliance with Laws. Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services. Consultant further represents and warrants that their performance of the Services will comply with all laws, rules, and regulations applicable to Consultant and the Services.
3. Non-infringement Warranty and Indemnity. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity. Consultant will indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Consultant Work Product infringes, misappropriates, or otherwise violates any such rights.
4. Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s or any third party’s benefit.
5. No Publicity. Consultant shall not, at any time, disclose that Consultant is performing or has performed work for Company, or use Company or its employees names in any written or oral public statement.
TERM AND TERMINATION
1. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until terminated under Section 7(b).
2. Termination. Either party may terminate this Agreement (including all Statements of Work): (i) for convenience by giving seven (7) days’ written notice, or (ii) immediately upon material breach by the other party that remains uncured after three (3) days’ notice.
3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Company all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Company, if any; (ii) Consultant will promptly deliver to Company all Confidential Information in Consultant’s possession or control; and (iii) Company will pay Consultant any accrued and undisputed fees due and payable to Consultant pursuant to Section 2.
4. Survival. Sections 2–6, 7(c), 7(d), and 8 will survive expiration or termination of this Agreement.
GENERAL
1. Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Company of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to other remedies under this Agreement or available at law or equity.
3. Equitable Remedies. Because the Services are personal and unique and because Consultant will have access to Confidential Information of Company, Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies available by law.
4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties irrevocably consent to the personal jurisdiction and venue therein.
5. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permitted by law.
6. Waiver. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
7. Notices. All notices must be in writing and are effective upon receipt if delivered by courier, overnight service, or email. For email notice, the Company’s designated address is legal@cursor.com, and Consultant’s designated address is as listed in the applicable SOW.
8. Entire Agreement. This Agreement, together with any SOW, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral. Company may update the terms of this Agreement from time to time by posting an updated version on this page. Such updates will be effective for new SOWs entered into after the updated version is posted. Consultant is responsible for reviewing the current version of this Agreement prior to entering into a new SOW.

Anysphere Consulting Agreement

SERVICES
1. Statements of Work. From time to time, Company and Consultant may execute one or more SOWs that describe the specific services to be performed by Consultant. Each SOW may be amended only by written agreement of the parties. In the event of any conflict between a SOW and this Agreement, the Statement of Work will control.
2. Performance of Services. Consultant will perform the services described in each SOW (“Services”) in accordance with the terms and conditions set forth in each such SOW and this Agreement.
3. Delivery. Consultant will deliver to Company the deliverables and other materials specified in the SOW (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the SOW.
PAYMENT
1. Fees and Expenses. As Consultant’s sole compensation for the performance of Services, Company will pay Consultant the fees specified in each SOW in accordance with the terms set forth therein. Without limiting the generality of the foregoing, Consultant acknowledges and agrees that, if specified in the SOW, Company’s payment obligation will be expressly subject to Consultant’s completion or achievement of certain milestones to Company’s reasonable satisfaction. Unless otherwise provided in the SOW, Consultant must obtain Company’s prior written approval to be reimbursed for reasonable out-of-pocket travel, lodging and related expenses incurred by Consultant in connection with Consultant’s performance of Services. To obtain reimbursement, Consultant will furnish Company with copies of receipts and other customary documentation for any expenses for which Consultant requests reimbursement hereunder.
2. Invoicing and Payment Terms. All fees and other amounts set forth in the SOW, if any, are stated in and are payable in U.S. dollars. Unless otherwise provided in a SOW, Consultant will invoice Company on a monthly basis for all fees and expenses payable to Consultant, and undisputed invoices shall be paid Net 60 upon receipt by Company. Invoices should include the date of work, amount of time worked (e.g., hours, days, or other applicable unit) and the billable rate. If reasonable out-of-pocket expenses are approved for reimbursement under this Agreement, Consultant must submit receipts in order to receive payment for them. The parties will use commercially reasonable efforts to promptly resolve any payment disputes.
RELATIONSHIP OF THE PARTIES
1. Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law.
2. Taxes and Compliance. Consultant will be solely responsible for complying with all laws, rules, and regulations of the jurisdiction(s) in which Consultant resides or performs Services, including those related to income reporting, taxation, employment, and foreign exchange controls. Consultant will report to all applicable government agencies as income all compensation received pursuant to this Agreement, and will be solely responsible for payment of all applicable taxes.
OWNERSHIP
1. Disclosure of Work Product. Consultant will, as an integral part of its performance of Services, disclose in writing to Company all works of authorship, know-how, algorithms, specifications, and other materials of any kind that Consultant may make, conceive, or develop alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for copyright, trade secret, trademark or other legal protection (collectively, “Consultant Work Product”). Consultant Work Product includes without limitation any Deliverables that Consultant delivers to Company pursuant to Section 1(c).
2. Ownership of Consultant Work Product. Consultant and Company agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Company. Consultant agrees that, regardless of whether an item of Consultant Work Product is a work made for hire, all Consultant Work Product will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Consultant Work Product, including all worldwide copyrights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product.
3. Prior Inventions. Consultant retains ownership of any inventions, works of authorship, developments, improvements, trade secrets, and other intellectual property owned by Consultant or in which Consultant has an interest prior to, or separate from, performing the Services under this Agreement (“Prior Invention(s)”). To the extent that any Prior Invention is incorporated into or necessary for the use, operation, or exploitation of any Consultant Work Product, Consultant hereby grants to Company a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention in connection with such Consultant Work Product.
4. Moral Rights. To the fullest extent permitted by applicable law, Consultant irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Consultant Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, regardless of whether or not such right as called or generally referred to as a “moral right.”
5. Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.
CONFIDENTIAL INFORMATION For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Company and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Consultant or to which Consultant has access in connection with performing Services; (ii) the Consultant Work Product; and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Consultant; (b) was rightfully in Consultant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. Notwithstanding the foregoing, under the Defend Trade Secrets Act of 2016, Consultant (if an individual) will not be liable for disclosing a trade secret if the disclosure is: (A) made in confidence to a government official or attorney to report or investigate a legal violation, or (B) made in a lawsuit or proceeding filed under seal. Consultant may also share the trade secret with their attorney and use it in a retaliation lawsuit, as long as any court filing is under seal and the trade secret is not disclosed except by court order.
WARRANTIES, INDEMNITY, RESTRICTIONS
1. No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s performance of its obligations under this Agreement.
2. Performance Standard and Compliance with Laws. Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services. Consultant further represents and warrants that their performance of the Services will comply with all laws, rules, and regulations applicable to Consultant and the Services.
3. Non-infringement Warranty and Indemnity. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity. Consultant will indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Consultant Work Product infringes, misappropriates, or otherwise violates any such rights.
4. Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s or any third party’s benefit.
5. No Publicity. Consultant shall not, at any time, disclose that Consultant is performing or has performed work for Company, or use Company or its employees names in any written or oral public statement.
TERM AND TERMINATION
1. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until terminated under Section 7(b).
2. Termination. Either party may terminate this Agreement (including all Statements of Work): (i) for convenience by giving seven (7) days’ written notice, or (ii) immediately upon material breach by the other party that remains uncured after three (3) days’ notice.
3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Company all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Company, if any; (ii) Consultant will promptly deliver to Company all Confidential Information in Consultant’s possession or control; and (iii) Company will pay Consultant any accrued and undisputed fees due and payable to Consultant pursuant to Section 2.
4. Survival. Sections 2–6, 7(c), 7(d), and 8 will survive expiration or termination of this Agreement.
GENERAL
1. Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Company of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to other remedies under this Agreement or available at law or equity.
3. Equitable Remedies. Because the Services are personal and unique and because Consultant will have access to Confidential Information of Company, Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies available by law.
4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties irrevocably consent to the personal jurisdiction and venue therein.
5. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permitted by law.
6. Waiver. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
7. Notices. All notices must be in writing and are effective upon receipt if delivered by courier, overnight service, or email. For email notice, the Company’s designated address is legal@cursor.com, and Consultant’s designated address is as listed in the applicable SOW.
8. Entire Agreement. This Agreement, together with any SOW, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral. Company may update the terms of this Agreement from time to time by posting an updated version on this page. Such updates will be effective for new SOWs entered into after the updated version is posted. Consultant is responsible for reviewing the current version of this Agreement prior to entering into a new SOW.