Construye tu carrera con empresas de EE.UU., desde donde estás.

1. Purpose and Scope

BA Performance connects Latin American professionals with companies in the United States and elsewhere. This Agreement applies from the moment Talent registers or applies through BA Performance and covers the entire relationship, including recruitment, assessment, interviews, presentation to clients, and any engagement in which Talent provides services to BA Performance or to a client of BA Performance (an "Engagement").

2. Confidential Information

"Confidential Information" means all non-public information that Talent receives, accesses, or learns, in any form (written, oral, electronic, or visual), from or through BA Performance or its clients, whether or not it is marked as confidential. It includes, without limitation:

• (a) the identity of BA Performance's clients and prospective clients, their contacts, needs, open roles, and hiring plans;
• (b) rates, fees, pricing, compensation structures, margins, and commercial terms;
• (c) BA Performance's methods, processes, assessments, playbooks, training materials, software, platform, and know-how;
• (d) any information belonging to a client that Talent accesses while performing services, including the client's customers, data, systems, and business plans; and
• (e) information about other candidates, contractors, and personnel.

Confidential Information does not include information that Talent can show with written evidence: (i) is or becomes publicly available through no fault of Talent; (ii) Talent lawfully possessed before receiving it from BA Performance or its clients, without a duty of confidentiality; or (iii) Talent lawfully received from a third party with no duty of confidentiality. A compilation of information is not excluded merely because some of its parts are public.

3. Talent's Obligations

Talent shall:

• (a) use Confidential Information only to participate in the recruitment process and to perform services during an Engagement;
• (b) not disclose Confidential Information to any person except those who need it to perform the services and are authorized by BA Performance or the relevant client;
• (c) protect Confidential Information with at least reasonable care, and comply with any security policies of BA Performance or the client;
• (d) not copy, download, forward to personal accounts, or retain Confidential Information except as required to perform the services;
• (e) not enter Confidential Information into any public or third-party artificial intelligence tool unless authorized in writing by BA Performance or the client; and
• (f) notify BA Performance promptly upon learning of any unauthorized use or disclosure.

4. Legally Required Disclosure

If Talent is required by law or court order to disclose Confidential Information, Talent shall, where legally permitted, give BA Performance prompt written notice so it may seek protection, and shall disclose only the portion legally required.

5. Client Non-Solicitation and Non-Circumvention

5.1 Introduced Client. An "Introduced Client" is any company or person to which BA Performance has presented, submitted, or recommended Talent, with which Talent has interviewed through BA Performance, or for which Talent has provided services during an Engagement.

5.2 Restriction. During the Restricted Period, Talent shall not, directly or indirectly (including through another agency, staffing firm, platform, or company owned by Talent), provide services to, be hired by, or solicit work from any Introduced Client, except through BA Performance or with BA Performance's prior written consent.

5.3 Restricted Period. The "Restricted Period" means (a) the duration of any Engagement plus twelve (12) months after it ends; or (b) if Talent is not engaged by that Introduced Client, twelve (12) months after the last presentation or interview of Talent with that Introduced Client.

5.4 Duty to Notify. If an Introduced Client contacts Talent about working outside BA Performance, Talent shall inform BA Performance within five (5) business days.

5.5 Non-Solicitation of Personnel. During any Engagement and for twelve (12) months after it ends, Talent shall not solicit any employee, contractor, or candidate of BA Performance to leave BA Performance or to work outside it.

5.6 Exception. This Section does not apply to a client with which Talent had a documented working relationship before BA Performance introduced Talent to that client, provided Talent disclosed that relationship to BA Performance in writing before the introduction.

5.7 Legitimate Business Interests. Talent acknowledges that this Section protects BA Performance's legitimate business interests, including its client relationships, client goodwill, confidential business information, and investment in recruiting, assessing, and training Talent.

6. Intellectual Property

6.1 Work Product. All work product, deliverables, documents, code, content, processes, and other materials that Talent creates in performing services during an Engagement ("Work Product") belong to BA Performance or, where BA Performance so directs, to the relevant client. Talent hereby assigns to BA Performance (or its designee) all rights, title, and interest in the Work Product, and shall sign any documents reasonably needed to confirm that assignment. To the extent permitted by applicable law, Talent waives any moral rights in the Work Product.

6.2 Pre-Existing Materials. Talent keeps ownership of any materials created before or outside an Engagement. If Talent incorporates such materials into Work Product, Talent grants BA Performance and the relevant client a perpetual, royalty-free, non-exclusive license to use them as part of the Work Product.

6.3 Assessments. Talent keeps ownership of work submitted during recruitment assessments. BA Performance may use those submissions only to evaluate Talent and present Talent to clients.

7. Return and Deletion of Materials

When an Engagement ends, or at any time BA Performance requests, Talent shall within five (5) business days return or permanently delete all Confidential Information and Work Product in Talent's possession, including copies on personal devices and accounts, and shall confirm this in writing if requested.

8. Talent's Personal Information

BA Performance shall keep Talent's personal information confidential and process it only to evaluate Talent, present Talent to clients, manage any Engagement, and comply with law, in accordance with BA Performance's Privacy Policy and applicable data protection laws. Talent may request access to, correction of, or deletion of their personal information as provided in the Privacy Policy.

9. Term and Survival

This Agreement takes effect on the Effective Date and remains in force for as long as Talent has a relationship with BA Performance. Talent's confidentiality obligations continue for three (3) years after the relationship ends, and, for any trade secret, for as long as it remains a trade secret under applicable law. Sections 5, 6, 7, 10, and 12 survive according to their terms.

10. Remedies

Talent acknowledges that a breach of Sections 3, 5, or 6 may cause BA Performance irreparable harm for which money damages would not be adequate. BA Performance may seek an injunction or other equitable relief, in addition to any other remedy, and, to the extent permitted by law, without posting a bond. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

11. Nature of the Relationship

Accepting this Agreement does not create an employment relationship, a partnership, or an obligation for either Party to enter into any Engagement. The services, compensation, and other terms of any Engagement will be set out exclusively in a separate written services agreement. If that agreement contains more protective confidentiality, non-solicitation, or intellectual property terms, those terms prevail.

12. Defend Trade Secrets Act Notice

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if the document containing the trade secret is filed under seal and is not disclosed except by court order.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida, United States of America, without regard to its conflict of laws rules. The Parties submit to the state and federal courts located in Pinellas County, Florida. BA Performance may also bring an action to enforce this Agreement in the courts of the country where Talent resides.

14. Electronic Acceptance and Language

Talent agrees that accepting this Agreement electronically, by checking the acceptance box and typing their full legal name, constitutes Talent's signature and has the same legal effect as a handwritten signature, including under the U.S. Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act. BA Performance will keep a record of the acceptance, including the name entered, date and time, IP address, browser, and version of this Agreement. This Agreement is written in English; any translation is provided for convenience only, and the English version controls.

15. Updates to this Agreement

BA Performance may publish new versions of this Agreement. A new version binds Talent only after Talent accepts it. Until then, the version Talent last accepted remains in full force.

16. General Provisions

• (a) Severability. If a court finds any provision unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the rest of this Agreement remains in effect.
• (b) Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes any prior agreement on that subject matter, subject to Section 11.
• (c) Assignment. BA Performance may assign this Agreement to an affiliate or successor. Talent may not assign it.
• (d) No Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.