AGREEMENT

AGREEMENT

BETWEEN

 (“ANTIKYTHERA TECHNOLOGIES”)

AND

 (“REVIZION LABS”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by Antikythera Technologies and Revizion Labs of Tax Identification Number (TIN)____________________ (Antikythera Technologies and Revizion Labs collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. PURPOSE OF THE AGREEMENT 

The purpose of this Agreement is to ensure completion of a project by the parties that entails ________________________________________________(give a brief description of the project). The term of the project which shall also be the term of this agreement shall commence on _________________and end on_____________________.

2. CONTRACT SUM

• Antikythera Technologies shall pay Revizion Labs a fee of 15% of the term of the contract, which shall be made subject to Antikythera Technologies deducting all expenses including but not limited to hardware, software development, and server cost. This fee shall not be payable if the contract is terminated.
• Revizion Labs understands that sums payable to him are subject to Antikythera Technologies securing a contract with a client.

3. REVIZION LABS REPRESENTATIONS AND WARRANTIES. 

Revizion Labs represents and warrants to Antikythera Technologies the following:

There is no contractual obligation to which Revizion Labs is subject, which prevents Revizion Labs from entering into this contract or performing Revizion Labs’s duties entirely under this contract.

4. AUTONOMY (pick one)

Except as otherwise provided in this agreement;

☐ Revizion Labs will work at Antikythera Technologies’s direction. 

☐ Revizion Labs will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. Revizion Labs will work autonomously and not at the direction of the Client. However, Revizion Labs will be responsive to the reasonable needs and concerns of the Client. 

5. NON-SOLICITATION

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, Revizion Labs shall not interfere with Antikythera Technologies’s relationship with, or endeavor to entice away from Antikythera Technologies, Antikythera Technologies’s Clients or any person who had a material business relationship with Antikythera Technologies in the duration of this agreement.

6. EQUIPMENT

Except as otherwise provided in this agreement, Revizion Labs will provide any resources necessary to deliver the services per the agreement at Revizion Labs’s own expense.

7. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. Antikythera Technologies is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this agreement. 

Revizion Labs hereby agrees that it will not represent to any third party that its engagement by Antikythera Technologies is in any capacity other than as an independent contractor.

8. INTELLECTUAL PROPERTY

The Parties agree that any intellectual property and associated rights owned by Antikythera Technologies during the subsistence of this agreement are Antikythera Technologies’s exclusive property.  

This includes but is not limited to Antikythera Technologies’s software. Revizion Labs may enjoy a non-exclusive limited use license of Antikythera Technologies’s intellectual property at Antikythera Technologies’s discretion.

9. NON-EXCLUSIVITY

This agreement is nonexclusive, and Antikythera Technologies may retain the services of any number of other Companies.

10. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement, Revizion Labs will return to Antikythera Technologies any property, documentation, records, or confidential information that is Antikythera Technologies’s property.

11. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement. 

12. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, Antikythera Technologies shall issue any necessary clarification or instruction.

13. FORCE MAJEURE

• For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
• A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

14. CONFIDENTIALITY

Revizion Labs shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning Antikythera Technologies, whether such information or matter is stated to be confidential or not, without the express written permission of Antikythera Technologies. 

15. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

16. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

17. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

18. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

19. HEADINGS

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

20. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

21. NOTICES

The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

ANTIKYTHERA TECHNOLOGIES: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

REVIZION LABS: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

22. REVIZION LABS ACKNOWLEDGEMENTS 

Revizion Labs acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, Revizion Labs acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect Antikythera Technologies’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.

23. GOVERNING LAW

This agreement shall be governed in all respects by the California State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.