Contract for work with license provision
Appendix No.5
THE CONTRACT FOR THE WORK WITH THE PROVISION OF THE LICENSE
concluded ______________ («Contract») between:
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
hereinafter referred to as the «Customer»
and
Freelancehunt SP. Z O.O., with registered office in Wrocław, ul. Plac Solny 14/3, 50-062 Wrocław, registered under NIP number: 8971910915, entered in the Register of Entrepreneurs maintained by the Wrocław Fabry District Court, VI Commercial Section of the National Court Register under KRS number: 0000988109, share capital: 25,000.00 PLN
hereinafter referred to as the «Performer» or the «Administrator»
hereinafter jointly referred to as the «Parties», and each of them also as a «Party».
with the following content:
DEFINITIONS
Capitalized terms used in this Agreement, regardless of number, have the following definitions:
Service — is a set of software and hardware tools pertaining to Freelancehunt.com Internet domain, enabling interaction between its Users.
Safe — is a set of software and hardware tools allowing Users to securely interact with each other, available on the Internet at https://freelancehunt.com which consists in the payment of an insurance payment by the Client to the account of the Administrator for the future remuneration of the Contractor. Secured funds shall be paid to the Contractor in the case of the Client's consent or in other cases referred to in paragraph 13 of the Rules of the Service, for the proper performance of the Work.
Project — the consequences of actions taken by the Contractor or a person designated by the Contractor and the Client as a result of this Agreement.
User — an individual who has reached the age of 18 years and has full legal capacity, or an individual engaged in self-employment, a legal entity or an organizational unit, which is not a legal person and has legal capacity by law, who has created an account on the Service in the manner prescribed by the Service Terms.
Project Workspace — a part of the Service, which stores the archive of work on the Project, including: correspondence between the Client and the Contractor about the details of the Project, the progress of the Project, the exchange of files necessary for the implementation of the Project, the results of work on the Project, complaints to the Administrator, etc.
Announcement — information posted on the Service by the Client for a potential Contractor interested in performing the specified Project.
Terms of Service — a standard agreement defining the terms of use of the Service posted on the Site: https://freelancehunt.com.
Confidential Information — any information received from the other Party in connection with the conclusion and performance of the Contract, regardless of their form (including oral, written, electronic) and form (including all descriptions, comments, graphics and logos, visualizations, charts, forecasts, layouts, know-how, contract documents and legal analyses), regardless of whether they are marked "confidential", "property", etc., and password protected or not, including information that is a trade secret. Confidential information includes, but is not limited to, the following information of critical economic importance to the Administrator:
a. Information about the functionality of the Service, the rules of service of the Service users, including the rules of mutual settlements, tariffs and fees.
b. The terms and conditions of cooperation between the Parties under the Service and this Agreement, including the amount of remuneration due to the Contractor.
§1 MAIN PROVISIONS
1. The Contractor declares that it is the person running the Service to provide services to Users, in particular to provide them with the Service to ensure safe contact between Users and transactions between these Users.
2. The Client declares that it has posted on the Service an Announcement of the Project referred to in Section 2 of the Agreement, which it has instructed the Contractor and a third party to perform under this Agreement.
3. The parties agree that the Project will be performed by persons other than the Contractor, specified directly by the Client through the Service.
§2 SUBJECT MATTER OF THE CONTRACT
1. In accordance with the Agreement, the Client shall entrust and the Contractor shall accept the following work under the conditions and for a fee specified in the Agreement:_____________________________________________________________ («the Project»). Implementation of the Subject of the Contract includes, inter alia, creation of creative results.
2. The Contractor undertakes, in particular:
2.1. Enable the Client to establish direct contact with the entity who, at the Client's choice, will perform the Project to agree between them on the terms and conditions for the performance of the Project.
2.2. To establish contact - at the Client's request - with the person performing the Project to obtain information, e.g. about the stage of work on the Project.
2.3. Issue an Invoice to the Client for the work performed, confirming the payment of remuneration for the work performed.
3. The Client undertakes, in particular:
3.1. To pay the remuneration due to the Contractor in accordance with the rules set forth in paragraph 4 of the Agreement.
3.2. Duly select the person who will personally perform the Project, and fully and faithfully communicate to that person the terms of performance of the Project, as well as provide him with all the information necessary for the performance of the Project.
§3 PRINCIPLES OF EXECUTION OF THE SUBJECT MATTER OF THE CONTRACT
1. If the performance of the Project requires the use of specific materials, the cost of these materials must be included in the remuneration due to the Contractor, agreed directly between the Client and the person who will personally perform the Project.
2. Performance by the Contractor of any additional work beyond the agreed subject matter of the Agreement requires a prior written agreement entered into through the Service between the Client and the Contractor, to the extent agreed upon between the Client and the person personally performing the Project, and is possible only within the budget originally agreed upon between the Client and the person personally performing the Project.
3. The Contractor is not obliged to personally perform the Project. The Client, through the Service, selects a person from among the Users registered on the Service who will perform the Project, and agrees directly with this person on all the terms of the Project, including the payment for the performance of the Project.
§4 PAYMENT AND BALANCE RULES
1. For performance of the Project, the Client shall pay to the Contractor a total amount of __________ PLN, (in words:________________________________ PLN), which includes:
1.1. Net wages in the amount of _______________ PLN (in words: ________________________________ PLN).
1.2. Payment for granting the license specified in §6 of this Agreement in all areas of use, and payment for the transfer of ownership of the media on which the objects of intellectual property rights are recorded.
2. After the conclusion of the Agreement, the Contractor sends to the Client through the Service the Proforma, which contains detailed information about the amounts that the Client must pay to the Contractor. Proforma, mentioned in the previous sentence, is not a tax document, but only an illustrative document in relation to settlements with the Contractor.
3. On the basis of the received pro-forma document the Client shall make payment for performance of the Project to the Contractor's account in a convenient manner using the Safe Deposit Box service. The Contractor's bank account, to which the Client is obliged to pay the amount due for performance of the Project, will be specified in the form sent to the Client through the Service.
4. Detailed information about the methods of transactions is specified in Chapter 10 of the Service Regulations.
5. Payment for performance of the Project shall be paid to the Contractor by the Client under the terms and conditions set forth in the Regulations, including payment through the Safe Service to the person who will personally perform the Project, upon acceptance of the Project by the Client.
§5 TERMS OF PROJECT EXECUTION AND ACCEPTANCE
1. Term of performance of the Project will be agreed upon individually between the Client and the person who will personally perform the Project, and with the Contractor's prior approval through the Service in the Project Workspace.
2. Notification of the Contractor about the readiness to transfer the Project and to collect the Project takes place through the Service, according to the procedure described in Chapter 10 of the Service Regulations.
§6 LICENSE
1. The Contractor provides the Client with a paid, transferable, non-exclusive and irrevocable license («License») to use the Project, which will be unlimited in area.
2. The License is provided at the conclusion of this Agreement.
3. The Contractor provides the Client with a non-exclusive license, including the right to use the Project performed in the following areas of use:
3.1. Recording and reproduction by any means, in any form, in any number of copies, including photographic, printed, reprographic, magnetic recording, digital recording on any media, regardless of the industry standard, system and file format, and distribution of duplicates of a media work.
3.2. Placing the work on the market, lending it free of charge or lending the original or copies as a whole or in any selected fragments, including a combination of fragments of various freely selected works that form a single whole, as well as using all kinds of presentations, press conferences, all kinds of events, mailings.
3.3. Input to any number of computers or other devices with electronic memory (e.g. memory cards, RAM, FLASH) - including mobile devices (e.g. tablet, smartphone) and devices that use so-called virtual memory or shared memory resources (so-called cloud computing).
3.4. Public performance, display, demonstration, reproduction, broadcasting and retransmission, as well as public exchange, that is, exchange in such a way that everyone can have access to it at any place and at any time of their choice.
3.5. Implementation and distribution on the Internet and other computer networks.
3.6. Distribution in magazines, including those that do not constitute a single whole, with or without a permanent title or common name, including daily, weekly and magazine, various types of agency services, regular broadcasts, public and private newsletters, radio and television programs, newsreels.
3.7. The distribution and sharing in public places of so-called photo-banks, including photo-banks - available on the Internet.
3.8. On-demand distribution, free of charge or for a fee, regardless of the method of payment, such as pay-per-view, on-demand, or other forms of payment.
3.9. Combining in whole and in fragments with other projects, including those not created as a result of the Licensee's actions - which constitute a homogeneous development of the subject matter of the license.
3.10. Broadcasting or sound, as well as wireless, satellite and other forms of universal transmission or making the work available to the public by mobile television in any technology.
3.11. Co-authored collective publication, including in the form of a book, album, catalog, lexicon, calendar, in multimedia editions, in audiovisual works, alone or in editions with the works of other authors (so-called collective works), use for other purposes of the work in non-edited form, including in audiovisual or multimedia works.
4. The parties confirm that the Client is authorized to make changes and improvements to the Project.
5. The license also includes the right to authorize derivative works of the Work.
6. The license also gives the Client the right to:
6.1. To modify, adapt, change, decompile, reverse engineer, extract or separate parts of the source code.
6.2. To disclose, in particular to make public, share or distribute the source code of the Works, in whole or in part.
7. The license authorizes the Client to provide additional licenses to the extent arising under this Agreement.
8. The license is issued for a period of 100 years, excluding the possibility of its termination.
9. The Contractor undertakes not to use the Work under the License provided.
10. Under this License, the Client has the right to make any changes, adaptations and modifications to the Work (the right to exclusive performance and permission to exercise derivative rights).
11. The right to obtain a patent for an invention, as well as the right to register an industrial design, utility model, trademark or other object of industrial property rights created by the Contractor under the Contract shall belong only to the Client, as part of the remuneration referred to in §5 of Section 1 of the Agreement.
§7 CONFIDENTIALITY PROVISION
1. The parties agree to cooperate closely for the effective performance of the Agreement.
2. The Parties undertake to strictly maintain the confidentiality of all Confidential Information received in connection with the execution of the Agreement, and to use it only for purposes related to the execution of the Agreement, during the term of the Agreement and for an indefinite period after its termination.
3. The parties also undertake to keep secret the results of the activities carried out under the Agreement, and the terms and conditions of cooperation, including the amount and basis of remuneration.
§8 FINAL PROVISIONS
1. In matters not regulated by the Agreement, the provisions of the Polish Civil Code shall apply.
2. This Agreement is executed as a document under penalty of nullity by accepting and submitting forms through the Service.
3. Any changes and additions to the agreement must be documented under penalty of nullity.
4. The Agreement shall be governed by the Polish law. Any disputes arising in connection with the execution of this contract, the Parties shall submit to the courts of general jurisdiction at the location of the Contractor.
5. In case of invalidity of any provision of this Contract, the remaining provisions shall remain in force.
6. The Agreement has been drawn up in two identical copies, one for the Client and one for the Contractor.