CONTEST WINNER SERVICE AGREEMENT
This Contest Winner Service Agreement (the “Agreement”) is entered into by and between ______, at location: ______ (“Client”) and Maxilect LLC, a Russian Limited Liability Company, an independent contractor with a principal place of business at off. 430, Dnepropetrovskaya street 31, St-Petersburg, Russia, 191119 (“Contractor”), effective as of September 26, 2019.
In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:
1. SCOPE AND PROCESS OF WORK.
(a) Client and Contractor will define and fix a scope of the MVP upon signing this agreement.
(b) The scope should be limited to 2-3 months of work for a team of two software engineers involved on a full-time basis and other roles on a part-time basis (business-analyst, QA engineer, designer, etc). The overall capacity of the team is limited to 1,500 man-hours for the given duration.
(c) The agile development process will be used.
(d) The Client should be actively involved in the product planning and acceptance testing of new versions of a product that will be released by the Contractor.
(e) Insufficient involvement of the Client may cause delays in product development and eventually become a reason for the termination of this agreement.
(f) Changes to the initially defined and fixed scope are subject to mutual agreements.
The Contractor will make the MVP free of charge.
3. PRODUCTS AND INTELLECTUAL PROPERTY RIGHTS.
All rights to all intellectual property developed by the Contractor during the term of this agreement and according to the terms of this agreement belong to Client.
All rights to all products created by the Contractor during the term of this agreement and according to the terms of this agreement belong to Client.
During the performance of services under this Agreement, it may be necessary for either party to provide the other with certain Confidential Information considered to be proprietary or confidential by the disclosing party. Client and Contractor agree that such Confidential Information provided is a subject to the following terms and conditions:
(a) The term “Confidential Information” means any and all technical and business information disclosed in any manner or form including, but not limited to, financial plans and records, marketing plans, business strategies, trade secrets, present and proposed products, computer software programs, source code, relationships with third parties, customer lists, information regarding customer and suppliers, founders, employees, and affiliates.
(b) Each party will protect the Confidential Information of the other party from disclosure to anyone other than the directors, officers, and employees of the receiving party who need to have access to such Confidential Information to perform obligations under this Agreement. Each party will use the same degree of care to protect Confidential Information of the other party as it uses to protect its own Information of like importance, but no less than a reasonable degree of care.
(c) The receiving party agrees to use the disclosing party’s Confidential Information only as necessary for the performance of the receiving party’s obligations under this Agreement. Neither party will make more copies of the Confidential Information than is required by the foregoing.
(d) The receiving party will not have any obligation with respect to any Confidential Information of the disclosing party which: (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) was lawfully obtained by the receiving party from a third party without any obligation to maintain the Confidential Information as proprietary or confidential; (iii) was independently developed by the receiving party without the use of the Confidential Information of the disclosing party.
(e) No license to either party’s Confidential Information is either granted or implied by the disclosure of Confidential Information and disclosure of Confidential Information is not to be construed as a waiver of any privilege or trade secret protection.
(f) Each party will return all Confidential Information of the other party, which has been provided in written form or on electronic media within 24 hours after demand and will not retain copies, summaries or representations of such Confidential Information.
(g) The obligations set forth in this Section to maintain the confidentiality of and not use the other party’s Confidential Information will survive termination of this Agreement for the shorter of three (3) years or the longest period allowed by law; provided however, that the receiving party’s obligations to protect trade secrets of the disclosing party shall continue for such further period of time as such trade secrets remain, without breach by the receiving party of its obligations hereunder, trade secrets under applicable law.
(h) The parties agree that money damages would not be a sufficient remedy for any breach of this Section and that each party shall be entitled to seek injunctive relief or any other equitable relief to remedy any breach or threatened breach of this Section by the other party. Such equitable remedies shall be in addition to all other rights and remedies available at law or in equity.
(i) If a party is requested or required to disclose any Confidential Information, the party subject to the request will provide the other party with prompt notice of such request, and the Confidential Information requested thereby, so that the other party may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement.
(a) The Client grants to the Contractor the right without prior confirmation by the Client to mention for advertising purposes the participation of the Contractor in the software development process.
(b) The Client undertakes, within 14 (fourteen) calendar days after the work acceptance of the MVP, to make an objective review of the Contractor’s work and provide it electronically to the Contractor with the right to publish without signing any additional documents.
(c) If the Contractor agrees with the contents of the review expressed in the confirmation sent in the form of an electronic message (via messenger, e-mail, etc.), the Client undertakes to post this review on its own within 7 (seven) calendar days from the date of expressing the consent of the Contractor at thematic rating sites for software developers, the list of which is provided by the Contractor.
(d) The mention or publication in the context of items 5.a-5.b stands for the placement of information in electronic form on web resources, including but not limited to: the Contractor’s site, blogs, social networks, instant messengers, news channels, as well as in electronic and printed form in presentation and promotional materials.
Maxim Korotkov, CEO ________________
___, ____ ___________________