SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

__________________________________________________

(“THE COMPANY”)

AND

PERSONA

(“THE CONTRACTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Contractor (Company and Contractor 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. COMMENCEMENT AND DURATION

This agreement shall be valid from _________________________until _________________________.

The services provided by the Contractor shall be the creation of a vaccine passport application (the “application”) to verify a vaccine and submission to government agencies. The Company shall determine the name of the application. The services shall be provided at a contract sum (term defined below).

The Contractor shall have one hundred and eighty (180) days from the contract execution date to build the beta, after which he shall have sixty (60) days to fix bugs and launch the application to android and iOS. The Contractor will handle hosting and do updates every 60 days at no extra cost for five (5) years.

The Contractor accepts this contract with the Company and agrees to devote their time and attention to the professional performance of their duties.

    • CONTRACT SUM

The Company shall pay the Contractor $480,000 for their services. The payment shall be made as follows;

    • The balance shall be paid one hundred and eighty (180) days after contract execution and the beta is turned in.

The Company agrees to pay the Contractor the contract sum when it falls due.

The Parties represent and warrant the following:

There is no contractual obligation to which they are subject, which prevents them from entering into this contract or performing their duties entirely under this contract.

    • LIABILITY OF THE PARTIES

    • A Party shall be compensated for damages caused by the other Party.

    • No Party shall be held liable for any damages, where:

    • The damage has been occasioned by the other Party, their representatives, employees, or agents, or

    • The damage has been caused by an event beyond the control of the Party, e.g., force majeure or accidents 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.

    • AUTONOMY (pick one)

Except as otherwise provided in this agreement;

☐ The Contractor will work at the Company’s direction.

☐ The Contractor will have complete control over their working time, methods, and decision-making concerning the provision of the services per the agreement. The Contractor will work autonomously and not at the direction of the Company. The Contractor shall, however, be responsive to the reasonable needs and concerns of the Company.

☐ The Company agrees that any intellectual property and associated rights owned, discovered, or developed by the Contractors, solely or jointly with others, in connection with his services performed under this agreement, are the Contractor’s exclusive property.

This includes but is not limited to the application developed in this agreement.

☐ The Company agrees that any intellectual property and associated rights owned, discovered or developed by the Contractors, solely or jointly with others, in connection with his services performed under this agreement, shall constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Company property.

This includes but is not limited to the application developed in this agreement.

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. The Company 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 them under this agreement.

    • 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, the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients or any person who had a material business relationship with the Company in the duration of this agreement.

    1. NON-COMPETE

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and (____) year (s) after the termination of this agreement, the Contractor shall not directly or indirectly engage in the businesses in which the Company engages in or in which the Company has an actual intention to engage in, within any geographic area in which the Company is then conducting such business.

    1. PROHIBITION ON TRANSFER

No Party shall transfer or assign this agreement without the other Party’s consent.

    1. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement.

    1. TERMINATION

    1. Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.

    1. Otherwise than for breach or through consent, either Party may terminate this agreement upon giving the other Party no less than ________ days’ notice in writing. If a Party wishes to terminate the contract with less than ________ days’ notice, the other Party reserves the right to charge costs that they have already been paid in advance or incurred.

    1. Upon termination of this agreement, each Party shall promptly return all property legally belonging to the other Party.

    1. The termination of this agreement shall not discharge the liabilities accumulated by either Party.

Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause

.

    1. CONFIDENTIALITY

Parties 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, whether such information or matter is stated to be confidential or not, without the express written permission of the other Party.

Specifically, and without limitation to the generality of this provision,  the Company shall never release the Contractor’s name to the public as the developer.

    1. 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, the Parties shall issue any necessary clarification or instruction.

    1. 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.

    1. 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.

    1. 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.

    1. 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.

    • 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.

    • 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.

    • 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.

THE COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONTRACTOR: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

    • PARTIES’ ACKNOWLEDGEMENTS

The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

    • GOVERNING LAW

This agreement shall be governed in all respects by the Laws of ________________________.

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

Signed by the duly authorized representative of the COMPANY Signature:  Name:  Designation:  Date:…………………………………………………. Signed by the CONTRACTOR  Signature :  Name:  Date:…………………………………………….……   
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