THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the 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:
Commencement and duration: This agreement shall be valid from ____________until termination.
Services: The Contractor shall build an Application for the Company at the compensation defined below (the “services”).
Compensation: For the services rendered, the Company shall compensate the Contractor with 2% of the Company’s profits every year payable at the end of each financial year.
Indemnification: The Contractor shall hold harmless and indemnify the Company and any Party who may claim through them for any loss or liability resulting from any action or omission by them under this agreement.
Except as otherwise provided in this agreement; the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Contractor will work autonomously and not at the direction of the Company. However, the Contractor will be responsive to the reasonable needs and concerns of the Company and obey the Company rules.
Except as otherwise provided in this agreement, the Contractor will provide any resources necessary to deliver the services at the Contractor’s own expense.
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.
All intellectual property belonging to the Company shall be the Company’s exclusive property. At the Company’s discretion, the Contractor may enjoy a non-exclusive, limited use license to the intellectual property.
☐ Contractor agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their 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.
Without limiting the generality of the above, the Company shall own the technology, domains, license and associated rights of the Application.
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. 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 the Contractor under this agreement. The Contractor hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.
Non-assignment: The Contractor shall not transfer or assign this agreement without the Company’s consent. The Company may transfer or assign this agreement or subcontract its obligations without the Contractor’s consent.
Confidentiality: The Contractor shall not at any time disclose, directly or indirectly to any other person any information concerning this agreement or any information concerning the Company, whether such information or matter is stated to be confidential or not, except as required by law, without the express written permission of the Company.
The Contractor shall not use for personal use or allow others to use the Company’s information to the detriment of the Company. The Contractor shall only use the Company’s information to execute their duties under this agreement.
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.
- 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 these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
- The Company may terminate this agreement due to but not limited to the Contractor’s non-performance e.g. losses are caused or no updates or completion are caried out.
- 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.
Dispute resolution. Parties agree to settle disputes under this agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
Contractor acknowledgments: The Contractor acknowledges 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.
- This agreement may be amended only by the written consent of the Parties hereto.
- If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- 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. The parties will exercise utmost good faith in this agreement.
- Unless otherwise provided, 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.
- This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
- The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
- Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
- Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
- This agreement shall be governed in all respects by the laws of New York.
- 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.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as 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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