SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

MY VACCINE GEORGIA 

AND

RED LABEL DEVELOPERS 

__________________________________________________________________________________

THIS AGREEMENT is made on the 22^nd day of September 2021 entered into by My Vaccine Georgia and Red Label Developers (My Vaccine Georgia and Red Label Developers 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 22^nd September, 2021 for a period of five (5) years.

2. SERVICES PROVIDED

The services provided by Red Label Developers shall be the creation of a vaccine passport application (the “application”) to verify a vaccine and submission to government agencies. The name of the application. shall be “My Vaccine Georgia”. The services shall be provided at a contract sum (term defined below).

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

Users of the application will be able to use the application anywhere a vaccine passport is required e.g airports, restaurants etc.

Red Label Developers accepts this contract with My Vaccine Georgia and agrees to devote their time and attention to the professional performance of their duties. 

3. CONTRACT SUM

My Vaccine Georgia shall pay Red Label Developers $480,000 for their services. The payment shall be made as follows;

• $100,000 sixty (60) days after contract execution and Red Label Developers showing the working demo.
• The balance shall be paid one hundred and eighty (180) days after contract execution and the beta is turned in.

Payment shall be made through a direct bank wire into a Tennessee Valley credit union account whose deposit information shall be provided by Red Label Developers when requested.

My Vaccine Georgia agrees to pay Red Label Developers the contract sum when it falls due.

4. DISCALAIMER

• Red Label Developers will work with My Vaccine Georgia’s office once a week until the application is finished, and the team members working in the said office have to pass a federal security check.
• My Vaccine Georgia may lease the application software to different States and shall pay Red Label Developers $100,000 per State.
• There shall be no other person working on the application other than Red Label Developers within the five (5) years of Red Label Developers handling maintenance. Violation of this condition will attract a $80,000 fine per violation by Red Label Developers.
• If My Vaccine Georgia terminates this agreement before the lapse of the five (5) year term, My Vaccine Georgia shall not be entitled to any refunds
• Until all payments due to Red Label Developers are settled, nothing shall be delivered to My Vaccine Georgia.

5. PARTIES’ REPRESENTATIONS AND WARRANTIES. 

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.

6. 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:

1. The damage has been occasioned by the other Party, their representatives, employees, or agents, or
2. 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. 

7. AUTONOMY (select one)

Except as otherwise provided in this agreement;

☐ Red Label Developers will work at My Vaccine Georgia’s direction. 

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

8. INTELLECTUAL PROPERTY (select one)

☐ My Vaccine Georgia agrees that any intellectual property and associated rights owned, discovered, or developed by Red Label Developers, solely or jointly with others, in connection with their services performed under this agreement, are Red Label Developers’ exclusive property.

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

☐ Red Label Developers agree that any intellectual property and associated rights owned, discovered or developed by Red Label Developers, 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 My Vaccine Georgia.

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

9. 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. My Vaccine Georgia 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 Red Label Developers during the term. Red Label Developers are responsible for paying and complying with reporting requirements for all local, State, and Federal taxes related to payments made to them under this agreement.

10. 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, Red Label Developers shall not interfere with My Vaccine Georgia’s relationship with, or endeavor to entice away from My Vaccine Georgia, My Vaccine Georgia’s Clients or any person who had a material business relationship with My Vaccine Georgia in the duration of this agreement.

11. 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, Red Label Developers shall not directly or indirectly engage in the businesses in which My Vaccine Georgia engages in or in which My Vaccine Georgia has an actual intention to engage in, within any geographic area in which My Vaccine Georgia is then conducting such business.

12. PROHIBITION ON TRANSFER

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

13. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement. 

14. TERMINATION

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

.

15. 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, My Vaccine Georgia shall never directly or indirectly release Red Label Developers’ identity as the developer to the public.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

MY VACCINE GEORGIA: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

RED LABEL DEVELOPERS: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

24. 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.

25. GOVERNING LAW

This agreement shall be governed in all respects by the federal and Georgia State laws, and the laws of the States that use the application software.

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 MY VACCINE GEORGIA Signature: Name: Rebecca Richardson Designation: Date:………………………………………………….

Signed by the duly authorized representative of RED LABEL DEVELOPERS Signature: Name: Drake Paulsen Designation: Date:………………………………………………….