INDEPENDENT CONTRACTOR AGREEMENT

February 20, 2024

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is entered into on this [INSERT DATE], (the “Effective Date”) between [INSERT COMPANY NAME], a company located at [INSERT COMPANY ADDRESS] (hereinafter the “Client”), and [INSERT CONTRACTOR NAME], an independent contractor located in XXX with a mailing address of [INSERT ADDRESS] (hereinafter the “Contractor”). The Client and the Contractor may be referred to herein collectively as the “Parties” and individually as the “Party.”

RECITALS

WHEREAS, the Client desires to engage the Contractor to perform the technical development services as outlined in Exhibit A (the “Project Plan”); and

WHEREAS, the Contractor is willing to provide these services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

  1. TERM

This Agreement shall commence on [INSERT EFFECTIVE DATE] and continue for a period of seven (7) months, equivalent to twenty-eight (28) weeks, or until the completion of all milestones set forth in Exhibit A (the “Project Plan”), whichever occurs first.

  1. SCOPE OF SERVICES
  2. The Contractor agrees to provide technical development services (“Services”) to the Client in accordance with the milestones and tasks as outlined in the Project Plan attached to this Agreement as Exhibit A.

 

  1. The scope of work for this project is defined by the agreed-upon milestones and tasks as outlined in the Project Plan and any subsequent modifications agreed upon by both Parties.

 

  • The Contractor shall not be required to work on tasks that fall outside the defined scope of work without a formal change request process.

 

  1. Any requests for additional work or changes to the scope must be discussed and agreed upon by both Parties in writing.

 

  1. Any work performed outside the agreed-upon scope without a formal change request may result in additional costs and delays, for which the Contractor shall not be held responsible.

III.          PAYMENT TERMS

  1. The payment terms for this project are milestone-based, with a total payment of $84,000 for the 7-month engagement, as outlined in Exhibit A.

 

  1. The Client agrees to make an initial payment of $11,666 to the Contractor upon execution of this Agreement.
  • The total payment of $84 ,000 shall be divided into fourteen (14) small bi-weekly milestones, with a payment of $833 to be made at the end of each review of fourteen (14) milestones.

 

  1. The remaining balance of $72,334 shall be paid to the Contractor upon the successful completion of all milestones and the major investment.

 

  1. The Parties agree that if all milestones are completed and the scope of work has been tested and accepted by the Client, the Contractor shall be entitled to receive the remaining balance of $72,334. This payment shall be made to the Contractor once the client has made its first major investment.

 

  1. Payments shall be made in crypto US DC without any delays within 24-48 hours based on the agreed upon milestone payment schedule.

 

  • The Parties agree that payment for services rendered shall be tied to the successful completion of each milestone as documented in the Statement of Work (SOW). In the event that a milestone is delayed, the payment due for that milestone shall be released immediately upon completion. However, the remaining milestone payments shall remain in effect and will be subject to the agreed-upon payment schedule.
  1. NON-PAYMENT AND REMEDIES
  2. In the event of non-payment or breach of Agreement, the Contractor reserves the right to pursue legal action to seek enforcement of rights and remedies. This may include invoking international business laws, such as the principles of contract law and common law, the United Nations Convention on the Assignment of Receivables in International Trade (UNCITRAL) guidelines, and international debt recovery mechanisms and conventions, such as the Hague Convention on the Recognition and Enforcement of Foreign Judgments.

 

  1. The applicable jurisdiction and choice of law clause stated in this Agreement shall govern any legal proceedings or disputes related to non-payment.

 

  • In the case of non-payment, the Contractor shall be entitled to seek compensation for additional costs incurred, including legal fees, interest, and other related expenses.
  1. INTELLECTUAL PROPERTY
  2. The Client acknowledges that the Contractor may have proprietary information and trade secrets related to the Services to be performed hereunder, including 3 provisional patents and other intellectual property.

 

  1. All intellectual property developed by the Contractor during the Term of this Agreement shall be owned by the Client.

 

  • Furthermore, the Contractor shall refrain from engaging in any work for competing projects that may involve similar Intellectual Property for a period of two (2) years from the date of project completion.

 

  1. CONFIDENTIALITY
  2. The Contractor agrees to maintain the confidentiality and security of any sensitive and confidential information shared by the Client and not to share it with anyone outside the organization through any kind of distribution channels.

VII.        NO CONFLICT WITH NDA

  1. The Parties agree and acknowledge that this Agreement is subject to any existing non-disclosure agreements (“NDA”) that have been signed by both Parties prior to entering into this Agreement. To the extent that this Agreement conflicts with any of the terms of such previously executed NDAs, the terms of the NDA shall prevail.

 

  • Both Parties understand and agree that this clause is of critical importance, and any violation of the NDA will result in irreparable damage to the Parties. Therefore, any breach of the NDA by either Party shall be subject to legal action, and the aggrieved Party shall be entitled to seek all available remedies at law or in equity.

VIII.       DISPUTE RESOLUTION

  1. In the event of any dispute arising out of or in connection with this Agreement, the Parties shall engage in good faith negotiations to resolve the dispute amicably.

 

  1. If the dispute cannot be resolved through negotiations within thirty (30) days of the initial meeting, either Party may initiate mediation.

 

  • If the mediation is not successful, the dispute shall be submitted to binding arbitration in accordance with the rules and regulations of the American Arbitration Association/International Chamber of Commerce (ICC).

 

  1. The location of the mediation or arbitration proceedings shall be mutually agreed upon by the Parties.

 

  1. If mediation or arbitration is unsuccessful, either Party may resort to litigation in a court of competent jurisdiction.

 

  1. Nothing herein shall prevent either Party from seeking injunctive relief in the event of a breach or threatened breach of this Agreement.
  2. TERMINATION

This Agreement may be terminated by either Party in the following circumstances:

  1. If the quality of work provided by the Contractor is unsatisfactory, the Parties shall make reasonable efforts to resolve the issue. If such efforts fail, the Client may terminate the Agreement at any time. Upon termination, the Contractor shall forfeit the remaining payment from the initial payment of $11,666 and the remaining payment of $72,334, which was contingent upon funding availability.

 

  1. The Contractor shall maintain regular communication and provide progress updates to the Client. If the Contractor is unresponsive for more than 2 – three (3) business days without valid reasons, the Client may consider the Agreement void. Consequently, the Contractor shall forfeit any rights to receive any remaining payments thereafter.

 

  • The client reserves the right to terminate this Agreement at any time if Contractor fails to meet the milestones set forth in Exhibit A.

 

  1. If either Party terminates this Agreement, Contractor shall be entitled to receive payment for all Services performed prior to the termination date.
  2. GOVERNING LAW AND JURISDICTION
  3. This Agreement shall be governed by and construed in accordance with the laws of the State of XXX, United States of America.

 

  1. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in XXX.
  2. GENERAL PROVISIONS
  3. This Agreement, except for the obligations and provisions set forth in the separate Non-Disclosure Agreement (NDA) executed between the Parties, constitutes the entire agreement between the Parties and supersedes all prior communications and agreements between the Parties, whether oral or written, with respect to the subject matter hereof.

 

  1. This Agreement may not be amended or modified except in writing signed by both Parties.

 

  • This Agreement shall be governed by and construed in accordance with the laws of the State of XXX, without regard to its conflict of law provisions.

 

  1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

  1. In the event that any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

  1. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

 

  • Emergency Contact Requirement: In order to ensure prompt and effective communication during unforeseen circumstances or emergencies, it is agreed that the Contractor shall provide the Client with an up-to-date emergency contact upon execution of this Agreement. The emergency contact information should include the Contractor’s name, telephone number, and email address to be provided. This information will be used solely for emergency purposes and will be kept confidential by the Client unless required for urgent communication.

IN WITNESS WHEREOF, the Parties hereto have executed this Independent Contractor Agreement as of the Effective Date.

 

 

[Company Name]

By: __________________________

Name: ________________________

Title: _________________________

[Contractor Name]

By: __________________________

Name: ________________________

Title: _________________________

 

EXHIBIT A

PROJECT PLAN

Milestone 1: Project Planning & Initial Blockchain Development (4 weeks) (2 bi-weekly milestones)

Week 1: Define project scope and requirements.

Week 2: Develop distributed ledger.

Week 3: Develop peer-to-peer network.

Week 4: Develop mining process.

Milestone 2: Consensus Algorithms & Mechanisms Development (10 weeks) (5 bi-weekly milestones)

Week 5-6: Develop PoCL architecture.

Week 7-8: Develop PoSTT consensus algorithm.

Week 9-10: Integrate PoSTT into the blockchain.

Week 11: Implement PoSTT Ticket Mining.

Week 12: Implement PoSTT Ticket Scoring.

Milestone 3: Proof of Economics (PoE) & Verifiable Random Function (VRF) (6 weeks) (3 bi-weekly milestones)

Week 13-14: Integrate PoE scoring system into the blockchain.

Week 15-16: Modify the consensus layer for PoE block production.

Week 17: Develop Verifiable Random Function (VRF).

Week 18: Implement scoring system, optional delegates, and reward distribution.

Milestone 4: Iterative Byzantine Fault Tolerance (iBFT) (4 weeks) (2 bi-weekly milestones)

Week 19-20: Integrate iBFT consensus mechanism into the blockchain.

Week 21: Update the consensus mechanism for consistency over availability.

Week 22: Implement iterative processing and achieve absolute finality.

Milestone 5: Network & Smart Contract Infrastructure (4 weeks) (2 bi-weekly milestones)

Week 23-24: Develop smart contract infrastructure.

Week 25-26: Implement advanced features in the smart contract infrastructure.

 

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