Contract for work with license provision
Appendix No.6
AGREEMENT FOR THE PERFORMANCE OF WORK WITH THE PROVISION OF A LICENSE
concluded ______________ («Agreement») between:
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 «Client» or the «Administrator»
and
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
hereinafter referred to as the «Contractor»
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 https://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.
Client — is a User of the Service who has registered an Account for the purpose of searching for a Contractor to perform a specific Project, and with whom the Contractor has directly agreed upon the terms of performance of the Project.
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 Agreement, regardless of their form (including oral, written, electronic) and form (including all descriptions, comments, graphics and logos, visualizations, charts, forecasts, layouts, know-how, Agreement 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 Client:
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 execution of transactions between these Users.
2. The Client declares that it is a person operating the Service to provide services to Users, in particular, to provide them with the Service to ensure contact between Users and the execution of transactions between these Users.
§2 SUBJECT MATTER OF THE AGREEMENT
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 Agreement includes, inter alia, creation of creative results.
2. The Parties hereby declare that the Client hereby instructs the Contractor to perform the above-mentioned Work on the terms and conditions agreed directly between the Contractor and the third party, the Client, through the Service, for the purpose of subsequent resale of this Project to the Client. The parties confirm that all terms and conditions of the Project, including remuneration for performing the Project, have been agreed directly between the Contractor and the Client.
3. the Contractor undertakes, in particular:
3.1. Execute the Agreement in a proper manner, in particular according to the instructions provided by the Client, the principles of technical knowledge and respect for the rights of third parties, including copyrights.
3.2. Provide information on the progress of the Project without undue delay at the request of the Client.
4. The Client undertakes, in particular:
4.1. To pay the remuneration due to the Contractor according to the rules set out in paragraph 4 of the Agreement:
4.2. Allow the Contractor to obtain all the information necessary to perform the Agreement by providing an opportunity to contact the Client through the functionality of the Service.
§3 PRINCIPLES OF EXECUTION OF THE SUBJECT MATTER OF THE CONTRACT
1. The Contractor shall be solely responsible for the organization, manner, time and place of performance of the Agreement, as well as for the availability of tools required to perform the Project.
2. Performance by the Contractor of any additional work that goes beyond the subject matter of the Agreement agreed upon with the Client requires prior written consent of the Client, carried out through the Service, and prior written consent of the Client, carried out through the Service, and is possible only within the budget initially agreed upon between the Contractor and the Client.
3. The Contractor must perform the Project personally and may not assign any part of the Project to another person.
4. In the event of untimely performance, non-performance or improper performance of the Agreement for the performance of the Project, the Client shall be entitled to claim damages from the Contractor according to the general principles of the Civil Code.
§4 PAYMENT AND BALANCE RULES
1. For the performance of the Project, the Client shall pay to the Contractor a net remuneration in the total amount of _______________ PLN (in words: ________________________________ PLN), including for granting the license specified in paragraph 6 of this Agreement, in all areas of use.
2. The remuneration referred to in Article 1 above is the total remuneration due to the Contractor for the execution of the Agreement.
3. In case the Contractor creates intellectual property rights objects and grants the Client a license to use them or transfers the ownership right to the Client within the execution of this Agreement, and the intellectual property rights objects were created as part of a creative activity giving the right to use 50% of the income costs, the Contractor may be entitled to a royalty determined as part of the gross remuneration specified in Section 1 above, less social security contributions, to which 50% of non-taxable expenses calculated according to the relevant provisions of the law apply.
4. Remuneration for performance of the Project will be paid to the Contractor by the Client under the terms set forth in the Service Regulations, in particular, remuneration will be paid through the Safe Deposit Box service, upon acceptance of the Project by the Client.
§5 TERMS OF PROJECT EXECUTION AND ACCEPTANCE
1. The date of completion of the Project is agreed upon individually between the Contractor and the Client through the Service in the Project Workspace.
2. The process of the Contractor notifying the Client of its readiness to transfer the Project and the Client notifying the Contractor of its readiness to collect the Project is carried out through the Service in the manner 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 and other persons to whom the Client provides an additional license have the right to make changes and improvements to the results of the Project.
5. The license also includes the right to authorize derivative works of the Project.
6. The license also entitles the Client and other entities to which the Client provides an additional license:
6.1. Source code modification, adaptation, alteration, decompilation, rework, extraction or separation of its parts.
6.2. Disclose, in particular make public, share or distribute the source code of the Projects, in whole or in part.
7. The Contractor undertakes to deliver to the Client at the time of delivery of the Project the result of the Project containing the source code of the Project, if it is a program for automatic information processing, calculations, automatic control, and documentation of the Project. The source code shall be provided in its entirety. The Contractor undertakes to permit the Client and other persons to whom the Client sublicenses, the unrestricted development of the Project, which is a program for the automatic processing of information, computations, automatic control, by the Client or other persons to whom the Client sublicenses. The Contractor must describe the source code clearly and legibly.
8. In connection with providing the source code to the Client under this License and providing the Client or other persons to whom the Client sublicenses, permission to make changes to the source code, the Contractor undertakes to provide the Client with information about the changes made to the source code. Information about changes made to the source code will be provided by the Contractor annually, not later than within 7 working days from December 31st of each year.
9. In the event of a new area of use of the Project, the Contractor shall, at the Client's request, conclude with the Client an appendix to this Agreement containing permission to use the Project by the Client or another legal entity to which the Client will provide an additional license for the new areas of use. The Client may submit the aforementioned application within 5 years from the date of creation of the new Project.
10. The Contractor guarantees that the Project created will be free from legal defects, in particular that it will not violate the property and personal rights of third parties, and that it will not otherwise violate the intellectual property of third parties.
11. The Contractor undertakes to ensure that any third party claims do not adversely affect the activities of the Client or other entities to which the Client sublicenses, in particular, the Contractor shall obtain (without charging the Client or other entities to which the Client sublicenses any fees or costs) appropriate licenses entitling the Client or other entities to use the Work in the areas of use set forth in this Chapter. The Contractor undertakes, at its own expense, to satisfy any third-party claims of infringement of those parties' rights. If the Client or any other person to whom the Client sublicenses satisfies such claims or is called upon to satisfy such claims, the Contractor shall indemnify the Client or such person against all claims, fines or damages and all related expenses, including the costs of litigation, arbitration, administrative or settlement proceedings.
12.The Contractor shall also undertake, at its own expense, to participate at the request of the Client or persons to whom the Client will sublicense, or a competent authority, in any judicial or extrajudicial proceedings against the Client or other entities to whom the Client will sublicense in connection with the conclusion and performance of this Agreement
13. If the Project contains open source elements, the Contractor shall inform the Client of all such software elements and of the licensing conditions.
14. The license authorizes the Client to provide additional licenses to the extent arising under this Agreement.
15. The license is issued for a period of 100 years, excluding the possibility of its termination.
16. The Contractor undertakes not to use the Project under the License provided.
17. The Contractor irrevocably consents to the Client and others to whom the Client will sublicense any changes, adaptations and modifications to the Project (the right to exclusive exercise and permission to exercise derivative rights).
18. The Contractor undertakes to refrain from exercising its non-proprietary rights in the Project, including, in particular, the right to control the use of the Project, the right to mark it with its name or pseudonym or to make it available anonymously, and the inviolability of its content and form for an indefinite term. The Contractor shall allow the Client and other persons to whom the Client sublicenses, for an indefinite and irrevocable term, to exercise non-proprietary rights in the Project on its behalf. The obligations set forth in this paragraph shall survive the termination of this Agreement.
19. The Contractor shall also transfer to the Client the title to the intellectual property rights included in the Project, in particular the works within the meaning of the Copyright Act.
20. 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 Agreement shall belong only to the Client, as part of the remuneration referred to in paragraph 1 clause 4 of the Agreement.
21. The Contractor undertakes, in accordance with Art. 392 of the Polish Civil Code, to release the Client from liability to third parties and to reimburse all losses and expenses incurred by the Client due to infringement of intellectual property rights of these persons on the objects of intellectual property rights covered by the License under this Agreement.
§7 CONFIDENTIALITY PROVISION
1. The parties agree to cooperate closely for the effective performance of the Agreement.
2. The Contractor undertakes to keep strictly confidential all Confidential information received in connection with the execution of the Agreement and to use it only for the purposes related to the execution of the Agreement, during the term of the Agreement and for an indefinite period after its termination. The Contractor shall also be obliged to keep secret the results of the activities carried out under the Agreement, and the terms of cooperation with the Client, 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 concluded in the form of an electronic document and is invalid without approval by the rules of the Service.
3. Any changes and additions to the Agreement must be documented according to the Rules of Service.
4. The Agreement shall be governed by the Polish law. Any disputes arising in connection with the performance of this Agreement shall be referred by the Parties to the courts of general jurisdiction at the location of the Client.
5. The Contractor may not assign rights or obligations under this Agreement without the prior written consent of the Client, in order to avoid being declared invalid because of its inconsistency with the Rules of the Service.
6. In the event of invalidity of any provision of this Agreement, the remaining provisions shall remain in full force and effect.
7. The Agreement was drawn up in two identical copies, one for the Client and one for the Contractor.