< On Letterhead of the company >

Standard Software Development Services Agreement

This Agreement ("Agreement") is made and entered into on [Effective Date] by and between:

1. [Entity Name], a company organized under the laws of [Jurisdiction], with its principal place of business at [Address] ("Client"), and
2. [Contractor Name], an independent contractor residing at [Address] ("Contractor").

The parties agree as follows:

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1. Scope of Work

1. Description of Services:
   The Contractor agrees to provide software development services as described in Exhibit A ("Services").

2. Deliverables:

   • List specific deliverables (e.g., functional software, documentation, testing reports).
   • Include milestones, if applicable.

3. Specifications: (Optional)
   The Services and Deliverables must conform to the specifications provided by the Client.

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2. Term and Termination

1. Term:
   This Agreement will commence on [Start Date] and remain in effect until [End Date] or until all Services are completed, unless terminated earlier.

2. Termination:
   Either party may terminate this Agreement:

   • Upon [X] days' written notice for convenience.
   • Immediately for cause (e.g., breach of contract, failure to meet milestones).
   • List the conditions of breach of contract for both parties.

3. Effect of Termination:
   Upon termination, the Contractor will deliver all work completed to date and return any materials belonging to the Client.

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3. Payment Terms

1. Compensation:

   • The Client will pay the Contractor [amount, e.g., $X/hour, milestone-based payments, or flat fee].

2. Payment Schedule:

   • Payments will be made upon completion of milestones, as detailed in Exhibit B, or on [specific frequency].

3. On-Chain Payments (if applicable):

   • Payments will be made in USDC to the Contractor's wallet address: [Wallet Address].

4. Reimbursement: (if applicable)
   The Client will reimburse pre-approved expenses incurred during the performance of Services.

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4. Confidentiality

1. Confidential Information:
   The Contractor agrees to keep all Client information confidential and not disclose it to any third party without prior written consent.

2. Duration:
   Confidentiality obligations survive termination of this Agreement for [X] years.

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5. Intellectual Property

1. Ownership:

   • All Deliverables and intellectual property created during this Agreement shall be the exclusive property of the Client.

2. License to Contractor:
   The Contractor retains no rights to reuse or modify the Deliverables without prior approval from the Client.

3. Open-Source Licensing: (For Open Source Contributions)

   • The Deliverables developed under this Agreement will be governed by open-source principles and licensed under the [specify license, e.g., MIT License, Apache 2.0 License].
   • Detailed terms regarding ownership, licensing, and repository management are outlined in Exhibit C.

4. Attribution and Contributions: (For Open Source Contributions)

   • The Contractor and Client may be credited as contributors in project documentation or repositories, consistent with open-source standards.
   • Both parties agree to encourage and manage third-party contributions in line with open-source best practices.

5. No Proprietary Claims: (For Open Source Contributions)

   • Both parties acknowledge that no proprietary claims may be made on the Deliverables once they are released as open-source software.

6. Warranties

1. Contractor Warranties:

   • Services will meet agreed-upon specifications and deadlines.
   • Deliverables will meet the standards conveyed to the contractor.

2. Exclusions:

   • The Contractor is not responsible for issues caused by third-party dependencies or Client-provided information.

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7. Liability

1. Limitation of Liability:
   Neither party will be liable for indirect, incidental, or consequential damages arising from this Agreement.

2. Cap on Liability:
   The Contractor's total liability is limited to the total fees paid under this Agreement.

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8. Dispute Resolution

1. Governing Law:
   This Agreement will be governed by the laws of [Jurisdiction].

2. Resolution:
   Disputes will first be resolved through good-faith negotiation, and if unresolved, through binding arbitration in [Location].

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9. Force Majeure

Neither party will be liable for delays or failures caused by events beyond their control (e.g., natural disasters, acts of war).

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10. Miscellaneous

1. Entire Agreement:
   This Agreement constitutes the entire understanding between the parties.

2. Amendments:
   Any changes must be agreed to in writing by both parties.

3. Notices:
   All notices must be sent to the addresses listed above via [email/registered mail].

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11. Signatures

This Agreement is executed as of the Effective Date:

Client:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: _____________________________

Contractor:
Name: ____________________________
Signature: ________________________
Date: _____________________________

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Exhibit A: Scope of Work

• Detailed description of services, tasks, and responsibilities.

Exhibit B: Payment Terms

• Milestone breakdown, deadlines, and associated payment amounts.

Exhibit C: Open-Source Intellectual Property Terms (If Applicable)

1. Open-Source Licensing:

   • All Deliverables will be released under the [specify license, e.g., MIT License, Apache 2.0 License, GNU GPL].
   • Both parties agree to abide by the terms of the selected license, ensuring the project is freely available for use, modification, and distribution.

2. Ownership:

   • The Deliverables will be owned collectively by the community under the terms of the open-source license.
   • The Contractor waives proprietary ownership claims once the Deliverables are released.

3. Pre-Existing Materials:

   • Any pre-existing intellectual property (e.g., libraries, tools) owned by the Contractor and incorporated into the Deliverables must be compatible with the open-source license.
   • The Contractor grants a perpetual, royalty-free license for such materials to the Client and future users within the scope of the project.

4. Attribution:

   • The Contractor and Client may be credited as contributors in the project documentation or repository.

5. Third-Party Contributions:

   • Third-party contributions must comply with the open-source license and repository governance.
   • The Contractor will ensure third-party code meets contribution guidelines and licensing requirements.

6. Repository Management:

   • The Deliverables will be maintained in a publicly accessible repository (e.g., GitHub, GitLab).
   • The Contractor will adhere to best practices for open-source development, including proper documentation, testing, and adherence to coding standards.

7. Post-Project Use:

   • Once released under the open-source license, the Deliverables may be freely used, modified, or redistributed by any individual or entity in accordance with the license terms.

8. No Proprietary Claims:

   • As an open-source project, no proprietary claims can be made on the Deliverables by either party.

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