An agreement on the development of the site, design, software. Version 1.1
The site has a lot of posts about what conditions need to be included in the contract for the creation of sites and programs (a short list below), but there is no contract in a format that can be taken as a basis for drawing up your contract. We studied the conditions of the posts (thanks to the authors), thought about them, reworked them and took into account the form of a contract offered to your court. So the contract so far can be considered partially "zahabrenny."
Fulfilling the earlier promise of habrahabr.ru/post/173265 , we take the trouble to finalize the contract on the comments and suggestions in the comments. In the case of successful collaboration, the contract can be considered “Hacked.”
If the positions on a specific condition are not exemplary, then in the contract there will be 2 variants of one condition. Everyone will be able to choose according to their interest.
')
We thank the authors for interesting examples and useful thoughts:
1) Thin moments in the contract for the development of the site habrahabr.ru/post/162299
2) How to reduce the risk of interaction with customers in three stages habrahabr.ru/company/kelnik/blog/160693
3) Paranoia about legal security or where to start protecting your business habrahabr.ru/post/164315
4) A couple more words about the development of sites under the habrahabr.ru/post/85877 agreement
5) We draw up a contract design studio, part 1 habrahabr.ru/post/57151
6) TZ VS XP and their legal registration habrahabr.ru/post/17406
7) Conclude an agreement (action thriller) habrahabr.ru/post/27385
8) Hotline: custom website development habrahabr.ru/post/50252
9) Do you have rights to the created site? habrahabr.ru/post/17265
10) “Two comrades served, yeah ...” or how to sell a project abandoned by a customer? habrahabr.ru/post/52635
Thanks to the commentators:
1) shadeR - added p. 2.2.4.
2) Derp - Option 2 was added to clause 2.1.3.
3) olegkachanko - for a breakdown of the amount of the author's remuneration to account for IA - added items in annexes 1 and 3
4) volanddd - for refining clauses 1.3., 2.1.3., 2.1.6,
5) 3fir - for clarification about confidentiality - added p. 7.5., Edited p. 7.1.
6) olegkachanko - for the specification of p. 4.5.
7) Derp - Option 2 was added to clause 2.1.9 (use of templates and previously obtained results)
8) FedLab - for updating the options in p. 3.6.
9) VolCh - for adjusting clause 4.5 (entering into licensing agreements for the Work)
10) msuhanov - for clarification on the issue of the legality of using the Works without specifying the name of the author - corrected p. 3.6., Excluded p. 2.4.7.
11) EndUser - for updating p. 2.1.2.
12) mrjj - in addition to option 2 p. 3.6 (on the right of the Author to place a logo and a link to his official website and prohibit the use of his name in distorting the Work)
13) Nilard - for the proposed option 2 to clause 2.1.2
14) trololaw - for updating the issue of taxes under paragraph 4.9 and comments on the taxation of individual entrepreneurs
Word format - docs.google.com/file/d/0Bx_YiWFsNNhcM2txMEtaTWQzTlU/edit?usp=sharing
“___” _______ 2013 №1 / 2013 City of Moscow
_____________________________________, hereinafter referred to as the "Customer", on the one hand, and
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the “Author” on the other Party, hereinafter referred to as the “Parties”, and individually - the “Party”,
have entered into this Agreement of the author's order with the alienation of exclusive rights (hereinafter referred to as the “Agreement”) as follows:
Basic concepts of the Treaty
Author - an individual (citizen), whose creative work created the work (article 1228 of the Civil Code of the Russian Federation)
Assignment - Customer’s written request to the results of the author’s intellectual activity created under this agreement (Appendix No. 1 to this Agreement)
Intellectual activity - Creative mental creative activity of a person to achieve any results.
Intellectual property - Results of intellectual activity and equated to them means of individualization, which is granted legal protection by the legislation of the Russian Federation (Article 1225 of the Civil Code of the Russian Federation)
Use - Reproduction, distribution, public display of the work, import of the original or a copy of the work, as well as its other use provided for by law or contract (article 1270 of the Civil Code of the Russian Federation)
Confidential information - Any information of a technical, commercial, financial nature, directly or indirectly related to this Agreement (directly Works, information about future publications, the content of unpublished Works, strategy for further work, etc.), as well as the relations of the Parties and their partners, which became known to the parties during the execution of this Agreement or preliminary negotiations on its conclusion, or classified by law as confidential.
Publication - The action, carried out with the consent of the Author, that for the first time makes the work accessible to the public through publication, public display, public performance, broadcast or cable by any other means (Article 1268 of the Civil Code of the Russian Federation)
Publication - Issue to circulation of copies representing a copy of the work in any material form (on a tangible medium), in a quantity sufficient to meet the reasonable needs of the public based on the nature of the work (article 1268 of the Civil Code of the Russian Federation)
Rightholder - a citizen or a legal entity having exclusive intellectual property rights (article 1229 of the Civil Code of the Russian Federation)
Work - The result of intellectual activity (works of science, literature and art, computer programs and databases), protected by copyright, on the creation of which this Agreement is concluded;
Result of intellectual activity - The product of mental creative activity of a person according to the list according to article 1225 of the Civil Code of the Russian Federation, created by way of official assignment, contract, outsourcing or personal initiative and being an inalienable object of civil rights
1.1. According to the Customer’s Tasks, the Author undertakes to create Works and to transfer to the Customer exclusive rights to the Works, and the Customer undertakes to pay the Author a remuneration in the amount, manner and on the conditions established by this Agreement.
1.2. Works created by the creative work of the Author must comply with the requirements of the Customer contained in the Task (Appendix No. 1) to this Agreement.
2.1. The author undertakes:
2.1.1. create Works in accordance with the requirements of the Customer, expressed in the relevant Tasks;
2.1.4.
2.1.5. create Works in the terms established by the Agreement;
2.1.6.
2.1.7. at the request of the Customer to inform about the progress of work on the Product in the form and within the time specified in the Task;
2.1.8.
2.1.10. transfer to the Customer exclusive rights to the Works in full;
2.1.11. transfer to the ownership of the Customer material carriers in which the Works are expressed, in the form and manner established in the Task;
2.2. The author has the right to:
2.2.1. request from the Customer the information necessary to complete the Task;
2.2.2. immediately notify the Customer of the impossibility of completing the Task by the deadline specified in the Task or in strict accordance with the requirements of the Task;
2.2.3. claim payment of royalties;
2.2.4. require an increase in the terms of execution of the Agreement and / or an increase in the amount of the author's remuneration in case of a change (adjustment) by the Customer after concluding the Agreement, or refuse to perform the Agreement unilaterally, the Customer must pay the Author for the intermediate results created and the Author transfer the rights to These results are in accordance with paragraph 6.6. actual agreement.
2.3. The customer undertakes to:
2.3.1. submit to the author the task in writing;
2.3.2. provide the Author with all the information necessary for the execution of the Agreement on the Act of acceptance and transfer of source materials (Appendix No. 2 to this Agreement);
2.3.3. pay the Author a remuneration in the amount, manner and on the conditions provided for in this Agreement.
2.4. The customer has the right to:
2.4.1. To verify the proper fulfillment by the Author of his obligations under this Agreement;
2.4.2. Correct Tasks in the course of their execution, having previously agreed such changes with the Author;
2.4.3. At any time, require the provision by the Author of interim and final results of the assignments;
2.4.4. When a non-compliance with the Tasks or any violations of the Agreement is found in the Works, to demand their elimination or alteration;
2.4.5. Refuse to pay remuneration and demand the return of an advance payment in case of non-fulfillment or improper performance by the Author of his obligations under this Agreement;
2.4.6. After the payment of remuneration, use the Works at its own discretion in any form and by any means not contrary to the law and this Agreement.
3.1. All alienable exclusive rights to the Works created by the Author within the framework of the execution of this Agreement, as well as to the component parts, elements of such works, as well as other rights to the results of the execution of the Agreement, which are not protected results of intellectual activity, belong to the Customer.
3.2. The customer acquires exclusive rights to the Work and other intellectual property created under this Agreement, including composite and derivative works that are independent objects of copyright, parts of the work that have independent value, other objects of intellectual property.
3.3. The moment of transition to the Customer of the rights to the results of intellectual activity arising as a result of the execution of this Agreement, both at individual stages of its implementation and under the Agreement as a whole, occurs on the day of signing the Act on the execution of this Agreement (Appendix No. 3 to this Agreement). Inherent applications of the Act are properly executed documents confirming the existence and use of intellectual property without infringing intellectual rights.
3.4. Exclusive rights to the Works are transferred by the Author to the Customer in full.
3.6. The Customer, at its discretion, may reproduce, distribute, publish, broadcast and cable, process, translate the Works, and use the Works in any way that is not contrary to the law.
Territory of the rights
3.7. The territory of the exclusive right alienated in favor of the Customer is not limited (the whole world).
Duration of rights
3.8. The duration of the complex of exclusive rights transferred under this Agreement is equal to the entire duration of these rights, in accordance with the legislation of the Russian Federation.
3.9. If the validity of the exclusive right is subsequently changed by the legislation of the Russian Federation or international acts recognized and applied in the Russian Federation, the validity of the exclusive right can be changed upward or downward, if this is directly provided for by the corresponding changes.
Warranties and assurances
3.10. The author guarantees that he is the sole copyright holder of the exclusive rights to the Works and will not transfer the exclusive rights to third parties.
3.11. The author guarantees that the Works will be created by his creative work without the uncoordinated involvement of co-authors, third parties, as well as without illegal borrowing, plagiarism and illegal quoting of other works, including well-known and publicly available ones; and that when creating the Works, the results of intellectual activity created or created for other Customers will not be used, unless such use has been agreed by the parties and does not violate the rights of third parties.
3.12. In order to identify the Work, the Act of clause 3.3 of the Agreement (Appendix No. 3 to this Agreement) is attached:
3.12.1. one copy of each Work with a handwritten signature and the copyright sign of the Author, placed on a copy of the Work in accordance with the requirements of art. 1271 of the Civil Code of the Russian Federation;
3.12.2. a description of the main characteristics of each Work (service) (the genre, the subject, the distinctive features of the work, the features of construction and purpose, and other information to identify the Works are indicated).
3.12.3. copies of duly executed documents confirming the existence (provision of the results of the intellectual activity of the Author of legal protection) and use of intellectual property without infringement of intellectual rights, if the Author has issued an author's certificate, certificate of deposit, Certificate of registration of a computer program or other documents on Works, specifications of intellectual results intellectual property activity of the author and passport (if the author has issued a copyright idetelstva).
4.1. For the creation of Works and the transfer of exclusive rights to them, the Customer pays to the Author a remuneration, the amount of which is specified in Appendix 1 to this Agreement. The amount of remuneration is set for each task and each product.
4.2. The remuneration is paid by the Customer in the following order:
Scenario 1
4.2.1. The Customer pays remuneration within 5 (Five) working days from the date of signing by the Parties of the Act on the execution of this Agreement or a separate stage (stages) of this Agreement (Appendix No. 3 to this Agreement) confirming the creation of Works and the transfer of exclusive rights to them to the Customer in accordance with terms of this Agreement.
Scenario 2
4.2.2. An advance payment in the amount of __% (________) percent of the total remuneration amount is paid by the Customer within 5 (Five) business days from the date of signing this Agreement.
4.2.3. The Customer shall pay the rest (part) of remuneration within 5 (Five) working days from the date the Parties sign the Act on the execution of this Agreement or a separate stage (stages) of this Agreement (Appendix No. 3 to this Agreement) confirming the creation of Products and the transfer of exclusive rights to them to the Customer in accordance with the terms of this Agreement.
4.3. The remuneration under this Agreement includes:
4.3.1. The price of works on the creation of Works and the cost of material carriers of copies of Works transferred to the Customer’s property;
4.3.2. Remuneration for the alienation of exclusive rights to Works created by the Author;
4.3.3. Any expenses of the Author associated with the performance of the Assignment.
4.4. For the early creation of each Work (earlier than one second of the period established for the creation of this Work), the Customer pays the Author an additional Reward in the amount of ___% (________) percent of the amount of remuneration for this Work. The indicated remuneration is not a remuneration for the alienation of exclusive rights to the Works.
4.5. Receipt by the Author of the author’s remuneration under this Agreement is the exhaustive realization by him of his right to receive any additional payments for the use by the Customer of the Works, including the use of the derived results of intellectual activity, potentially protective technical solutions and any other individual elements of the Works. In cases of alienation by the Customer of rights to the Work, derived objects or individual elements of the Work to third parties, as well as in the case of the conclusion by the Customer of licensed (sublicense) agreements granting rights to use the Work, the Author does not receive additional remuneration.
4.6. In the event of a violation of the terms of this Agreement, the remuneration shall be refunded to the Customer in full, no later than ten working days from the calendar date of the Customer's substantiated claims.
Payment, taxes
4.7. Payment is made in non-cash order. The obligations of the Customer for payment are deemed fulfilled on the date of crediting the funds to the correspondent account of the bank of the Author.
4.8. The author independently calculates and pays the personal income tax on the amounts received under this Agreement from the Customer.
4.9. The copyright received by the Author under this Agreement is subject to the imposition of insurance premiums.
* Clauses 4.8 and 4.9 are applicable only if the customer is an individual.
** If the Author under the contract has the status of an Individual Entrepreneur, he himself is responsible for paying taxes and insurance premiums.
5.1. Works, the creation of which is provided for in this Agreement, must be transferred to the Customer in the time specified in Appendix No. 1 to this Agreement.
5.2. If there are valid reasons for completing the creation of Works, the Author is granted an additional grace period (Art. 1289 of the Civil Code of the Russian Federation).
5.3. The duration of the additional grace period for each Work is set at one-quarter of the period established for the creation of this Work.
6.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Customer and the Author are responsible in accordance with the current legislation of the Russian Federation.
6.2. In the event of the infringement by the Author of intellectual (property and non-property) rights of third parties, the responsibility and compensation for damages, as well as other negative consequences of such violations, are imposed on the Author.
6.3. In case of non-compliance of the Works to the stated Task, presence of factual and grammatical errors, inconsistencies of the text with the norms of the literary Russian language, the presence of inconsistent advertising, incorrect work of the computer program and any other inconsistencies of the Assignment, the Customer has the right to request rework of the Works at the expense of the Author or impose on the Author expenses for elimination such deficiencies and refinement of the Work.
6.4. If, after the expiration of the grace period granted to the Author in accordance with the terms of this Agreement, the Author does not transfer the Works to the Customer, the Customer has the right to terminate this Agreement unilaterally out of court without paying remuneration.
6.5. The Customer shall have the right to terminate the Contract unilaterally out of court, subject to the payment of remuneration for actually prepared and ready to transfer Works or parts of the Works.
6.6. The author is obliged at the request of the Customer to transfer to him under the act the paid intermediate projects of the Work, including the exclusive rights provided for in this Agreement to the results of intellectual activity created by the time of termination (Appendix No. 3 to this Agreement).
7.1. The author undertakes to keep confidential information confidential that has become available to him as a result of the conclusion of this Agreement with the Customer.
7.2. The Parties undertake not to disclose and not to transfer confidential information (information) to third parties, and also not to use them in any other way except to perform tasks under this Agreement.
7.3. The Parties undertake to take all necessary measures to keep confidential confidential information and other information that became known to them as a result of fulfillment of obligations under the Contract.
7.4. The duty of confidentiality is indefinite.
7.5. Confidential information does not include information that:
- is already known or is available to the Party at the time of its transfer;
- it became known to the receiving Party after its transfer, and the receiving Party is not aware of the violation of the obligations on non-disclosure of confidential information provided for in this Agreement and it did not participate in the violation of these obligations;
- becomes generally known at the time of transfer or after it and to which access was provided by the transferring Party to third parties without restriction;
- has become generally known otherwise, through no fault or omission, and not as a result of a violation of this Agreement;
- was transferred without confidentiality obligation, and the transfer was expressly authorized in advance in writing by the transferring Party.
8.1. All disputes and controversies are resolved by the Parties through negotiations.
8.2. Unresolved in the negotiation process disputes are resolved in court in the manner prescribed by the current legislation of the Russian Federation, at the location of the Customer.
9.1. In all other respects that are not stipulated by this Agreement, the Parties are guided by the current legislation of the Russian Federation.
9.2. Any changes and additions to this Agreement are valid, provided they are made in writing and signed by duly authorized representatives of the Parties.
9.3. The exchange of messages and documents related to the execution of this Agreement is usually carried out in writing, while the exchange of electronic messages with the mandatory confirmation of receipt of the message by the addressee is allowed.
9.4. This Agreement comes into force from the moment of its signing by the Parties and is valid until the full fulfillment of obligations by both Parties.
9.5. This Agreement is made in Russian in two copies, having equal legal force, one copy for each of the Parties.
9.6. The following Annexes are integral parts of this Agreement:
1) The assignment for the creation of Works (Appendix No. 1);
2) Act of acceptance and transfer of source materials (Appendix No. 2);
3) Act on the execution of the Agreement (Appendix No. 3).
CUSTOMER
AUTHOR
_____________
passport ____ _________ issued ________ __.__.__________ g. address: _________,
st. _____________, house _______, ap. _____
TIN
_____________________ / ______________ _____________________ / _____________
Appendix â„–1
APPROVED:
AGREED:
Task issued:
CUSTOMER
_______________ / ____________ /
Received:
AUTHOR
______________ / ___________ /
Appendix â„–2
Moscow "___" __________ 2013
___________________, hereinafter referred to as the "Customer", on the one hand, and
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the “Author” on the other Party, hereinafter referred to as the “Parties”, and individually - the “Party”,
drew up this Act to the Agreement No. 1/3 of ____________ ____________ 2013 with (hereinafter referred to as the “Agreement”) as follows:
1. The Parties hereby confirm that the Customer submitted, and the Author accepted from the Customer, the source materials (sketches, draft texts and comments, other materials) necessary for the performance of the Works under the Contract, in the composition indicated below:
2. The materials transferred to the Author are the results of the Customer’s intellectual activities, which are provided with legal protection in an objective form of works of science, literature and art. Exclusive rights to materials belong to the Customer and are not transferred to the Author. The author has the right to use the materials transmitted within the limits defined by the Agreement and the Supplementary Agreements thereto.
3. The provision of legal protection to materials submitted by the Customer to the Author is confirmed by the Customer’s duly executed documents confirming the existence and use of intellectual property without infringing intellectual rights.
4. The materials transferred to the Author under this Act contain confidential information, the respective media are marked on the material carriers.
5. Upon completion of the execution of the Agreement, materials shall be returned to the Customer.
6. This Act is drawn up in two copies having the same legal force, one for each of the Parties.
CLIENT
AUTHOR
Appendix No. 3
ACT
Moscow â„–1 "___" _______ 2013
______________, hereinafter referred to as the "Customer", on the one hand, and a
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the "Author" on the other Side, hereinafter referred to as the "Parties", and individually “Party”,
signed this Act on the performance of obligations under the Author's Order Agreement with the alienation of exclusive rights No. 1/2013 from “___” _________ 2013 (hereinafter referred to as the “Agreement”) as follows:
1. In accordance with the Agreement and the Task of the Customer Author created and transferred to the customer in full exclusive rights on the following Works:
2. Ownership of the exclusive right to the Works to the Author is certified by ____________________ (the name of a duly executed document confirming the existence and use of intellectual property without infringement of intellectual rights is indicated) No. _____ dated _________ ______, validity _____, issued ____________________ (the provision is included in the Act if the Author has issued a copyright certificate, certificate of deposit or other document ).
3. The Parties hereby confirm and acknowledge that the Customer has paid the Author's fee in the amount of _______ rubles in accordance with the procedure established by law. (_______ rubles 00 kopecks).
4. The parties to the unresolved property relations and claims relating to the execution of the Agreement do not have.
5. This Act is drawn up in two original copies, one for each of the Parties.
CLIENT
AUTHOR
Fulfilling the earlier promise of habrahabr.ru/post/173265 , we take the trouble to finalize the contract on the comments and suggestions in the comments. In the case of successful collaboration, the contract can be considered “Hacked.”
If the positions on a specific condition are not exemplary, then in the contract there will be 2 variants of one condition. Everyone will be able to choose according to their interest.
')
We thank the authors for interesting examples and useful thoughts:
1) Thin moments in the contract for the development of the site habrahabr.ru/post/162299
2) How to reduce the risk of interaction with customers in three stages habrahabr.ru/company/kelnik/blog/160693
3) Paranoia about legal security or where to start protecting your business habrahabr.ru/post/164315
4) A couple more words about the development of sites under the habrahabr.ru/post/85877 agreement
5) We draw up a contract design studio, part 1 habrahabr.ru/post/57151
6) TZ VS XP and their legal registration habrahabr.ru/post/17406
7) Conclude an agreement (action thriller) habrahabr.ru/post/27385
8) Hotline: custom website development habrahabr.ru/post/50252
9) Do you have rights to the created site? habrahabr.ru/post/17265
10) “Two comrades served, yeah ...” or how to sell a project abandoned by a customer? habrahabr.ru/post/52635
Thanks to the commentators:
1) shadeR - added p. 2.2.4.
2) Derp - Option 2 was added to clause 2.1.3.
3) olegkachanko - for a breakdown of the amount of the author's remuneration to account for IA - added items in annexes 1 and 3
4) volanddd - for refining clauses 1.3., 2.1.3., 2.1.6,
5) 3fir - for clarification about confidentiality - added p. 7.5., Edited p. 7.1.
6) olegkachanko - for the specification of p. 4.5.
7) Derp - Option 2 was added to clause 2.1.9 (use of templates and previously obtained results)
8) FedLab - for updating the options in p. 3.6.
9) VolCh - for adjusting clause 4.5 (entering into licensing agreements for the Work)
10) msuhanov - for clarification on the issue of the legality of using the Works without specifying the name of the author - corrected p. 3.6., Excluded p. 2.4.7.
11) EndUser - for updating p. 2.1.2.
12) mrjj - in addition to option 2 p. 3.6 (on the right of the Author to place a logo and a link to his official website and prohibit the use of his name in distorting the Work)
13) Nilard - for the proposed option 2 to clause 2.1.2
14) trololaw - for updating the issue of taxes under paragraph 4.9 and comments on the taxation of individual entrepreneurs
Word format - docs.google.com/file/d/0Bx_YiWFsNNhcM2txMEtaTWQzTlU/edit?usp=sharing
CONTRACT OF AUTHOR'S ORDER
(with the exclusion of exclusive rights)
“___” _______ 2013 №1 / 2013 City of Moscow
_____________________________________, hereinafter referred to as the "Customer", on the one hand, and
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the “Author” on the other Party, hereinafter referred to as the “Parties”, and individually - the “Party”,
have entered into this Agreement of the author's order with the alienation of exclusive rights (hereinafter referred to as the “Agreement”) as follows:
Basic concepts of the Treaty
Author - an individual (citizen), whose creative work created the work (article 1228 of the Civil Code of the Russian Federation)
Assignment - Customer’s written request to the results of the author’s intellectual activity created under this agreement (Appendix No. 1 to this Agreement)
Intellectual activity - Creative mental creative activity of a person to achieve any results.
Intellectual property - Results of intellectual activity and equated to them means of individualization, which is granted legal protection by the legislation of the Russian Federation (Article 1225 of the Civil Code of the Russian Federation)
Use - Reproduction, distribution, public display of the work, import of the original or a copy of the work, as well as its other use provided for by law or contract (article 1270 of the Civil Code of the Russian Federation)
Confidential information - Any information of a technical, commercial, financial nature, directly or indirectly related to this Agreement (directly Works, information about future publications, the content of unpublished Works, strategy for further work, etc.), as well as the relations of the Parties and their partners, which became known to the parties during the execution of this Agreement or preliminary negotiations on its conclusion, or classified by law as confidential.
Publication - The action, carried out with the consent of the Author, that for the first time makes the work accessible to the public through publication, public display, public performance, broadcast or cable by any other means (Article 1268 of the Civil Code of the Russian Federation)
Publication - Issue to circulation of copies representing a copy of the work in any material form (on a tangible medium), in a quantity sufficient to meet the reasonable needs of the public based on the nature of the work (article 1268 of the Civil Code of the Russian Federation)
Rightholder - a citizen or a legal entity having exclusive intellectual property rights (article 1229 of the Civil Code of the Russian Federation)
Work - The result of intellectual activity (works of science, literature and art, computer programs and databases), protected by copyright, on the creation of which this Agreement is concluded;
Result of intellectual activity - The product of mental creative activity of a person according to the list according to article 1225 of the Civil Code of the Russian Federation, created by way of official assignment, contract, outsourcing or personal initiative and being an inalienable object of civil rights
1. The Subject of the Agreement
1.1. According to the Customer’s Tasks, the Author undertakes to create Works and to transfer to the Customer exclusive rights to the Works, and the Customer undertakes to pay the Author a remuneration in the amount, manner and on the conditions established by this Agreement.
1.2. Works created by the creative work of the Author must comply with the requirements of the Customer contained in the Task (Appendix No. 1) to this Agreement.
2. Rights and Obligations of the parties
2.1. The author undertakes:
2.1.1. create Works in accordance with the requirements of the Customer, expressed in the relevant Tasks;
| Option 1 (self) 2.1.2. personal creative work, without the involvement of third parties, to create original works, without violating the rights of third parties, illegal borrowing and plagiarism; |
| Option 2 (with third parties) 2.1.2. personal creative work, with the possibility of attracting third parties by prior agreement with the Customer, to create original Works, without violating the rights of third parties, illegal borrowing and plagiarism; |
| Option 1 (exclusive without public domain) 2.1.3. not to create derivative works hereunder on the basis of the intellectual property of third parties and on the basis of the Works that have passed into the public domain; |
| Option 1.1 (exclusive in the public domain) 2.1.3. not to create derivative works hereunder on the basis of the intellectual property of third parties; |
| Option 2 2.1.3. in the case of the creation of a derivative work based on the intellectual property of third parties, by its own means, ensure the observance of the rights of third parties and at its own expense (if necessary) to pay royalties; |
2.1.4.
2.1.5. create Works in the terms established by the Agreement;
2.1.6.
2.1.7. at the request of the Customer to inform about the progress of work on the Product in the form and within the time specified in the Task;
2.1.8.
| Option 1 (exclusive) 2.1.9. not to use in the creation of Works previously created by the Author for third parties works or their elements; |
| Option 2 2.1.9. preliminary agree with the Customer on the use in the creation of Works of Works previously created by the Author for third parties or their elements; |
2.1.10. transfer to the Customer exclusive rights to the Works in full;
2.1.11. transfer to the ownership of the Customer material carriers in which the Works are expressed, in the form and manner established in the Task;
2.2. The author has the right to:
2.2.1. request from the Customer the information necessary to complete the Task;
2.2.2. immediately notify the Customer of the impossibility of completing the Task by the deadline specified in the Task or in strict accordance with the requirements of the Task;
2.2.3. claim payment of royalties;
2.2.4. require an increase in the terms of execution of the Agreement and / or an increase in the amount of the author's remuneration in case of a change (adjustment) by the Customer after concluding the Agreement, or refuse to perform the Agreement unilaterally, the Customer must pay the Author for the intermediate results created and the Author transfer the rights to These results are in accordance with paragraph 6.6. actual agreement.
2.3. The customer undertakes to:
2.3.1. submit to the author the task in writing;
2.3.2. provide the Author with all the information necessary for the execution of the Agreement on the Act of acceptance and transfer of source materials (Appendix No. 2 to this Agreement);
2.3.3. pay the Author a remuneration in the amount, manner and on the conditions provided for in this Agreement.
2.4. The customer has the right to:
2.4.1. To verify the proper fulfillment by the Author of his obligations under this Agreement;
2.4.2. Correct Tasks in the course of their execution, having previously agreed such changes with the Author;
2.4.3. At any time, require the provision by the Author of interim and final results of the assignments;
2.4.4. When a non-compliance with the Tasks or any violations of the Agreement is found in the Works, to demand their elimination or alteration;
2.4.5. Refuse to pay remuneration and demand the return of an advance payment in case of non-fulfillment or improper performance by the Author of his obligations under this Agreement;
2.4.6. After the payment of remuneration, use the Works at its own discretion in any form and by any means not contrary to the law and this Agreement.
3. Transfer of exclusive rights
3.1. All alienable exclusive rights to the Works created by the Author within the framework of the execution of this Agreement, as well as to the component parts, elements of such works, as well as other rights to the results of the execution of the Agreement, which are not protected results of intellectual activity, belong to the Customer.
3.2. The customer acquires exclusive rights to the Work and other intellectual property created under this Agreement, including composite and derivative works that are independent objects of copyright, parts of the work that have independent value, other objects of intellectual property.
3.3. The moment of transition to the Customer of the rights to the results of intellectual activity arising as a result of the execution of this Agreement, both at individual stages of its implementation and under the Agreement as a whole, occurs on the day of signing the Act on the execution of this Agreement (Appendix No. 3 to this Agreement). Inherent applications of the Act are properly executed documents confirming the existence and use of intellectual property without infringing intellectual rights.
3.4. Exclusive rights to the Works are transferred by the Author to the Customer in full.
| Option 1 (exclusive) 3.5. The author does not reserve the right to use the Works and their material carriers (copies) in any way for personal or other needs, on their own or to grant similar rights to their use to third parties. After the transfer of intellectual rights to the Customer, the Author guarantees that he will not transfer material media expressing the Works and exclusive rights to the Works to third parties, will not publish the Works or parts thereof, including in any other publications, in blogs, on personal websites, pages in social networks in any form. |
| Option 2 3.5. The author has the right to use the Works and their tangible media to demonstrate to their potential customers as samples, including by posting on their official website, and also indicate the name of the Customer of these Works. |
3.6. The Customer, at its discretion, may reproduce, distribute, publish, broadcast and cable, process, translate the Works, and use the Works in any way that is not contrary to the law.
| Option 1 without specifying the name of the Author, the Author, in accordance with Article 1265 of the Civil Code of the Russian Federation, when transferring the right, realizes his right of authorship, allowing the Customer to use the Works without indicating his name (anonymously). Permission to use the Work without specifying the name of the Author must be recorded in the Act on the Exclusion of Exclusive Rights for each Product (Appendix 3 to this Agreement). |
| Option 2 only on condition that the name of the Author or the pseudonym of the Author is indicated in the form agreed by the Parties (including by posting the logo of the Author and / or link to the official website of the Author). At the same time, the Author has the right to prohibit the use of his own name (as well as the logo and links to the official website of the Author), if the Work is processed or otherwise distorted without the prior consent of the Author. |
Territory of the rights
3.7. The territory of the exclusive right alienated in favor of the Customer is not limited (the whole world).
Duration of rights
3.8. The duration of the complex of exclusive rights transferred under this Agreement is equal to the entire duration of these rights, in accordance with the legislation of the Russian Federation.
3.9. If the validity of the exclusive right is subsequently changed by the legislation of the Russian Federation or international acts recognized and applied in the Russian Federation, the validity of the exclusive right can be changed upward or downward, if this is directly provided for by the corresponding changes.
Warranties and assurances
3.10. The author guarantees that he is the sole copyright holder of the exclusive rights to the Works and will not transfer the exclusive rights to third parties.
3.11. The author guarantees that the Works will be created by his creative work without the uncoordinated involvement of co-authors, third parties, as well as without illegal borrowing, plagiarism and illegal quoting of other works, including well-known and publicly available ones; and that when creating the Works, the results of intellectual activity created or created for other Customers will not be used, unless such use has been agreed by the parties and does not violate the rights of third parties.
3.12. In order to identify the Work, the Act of clause 3.3 of the Agreement (Appendix No. 3 to this Agreement) is attached:
3.12.1. one copy of each Work with a handwritten signature and the copyright sign of the Author, placed on a copy of the Work in accordance with the requirements of art. 1271 of the Civil Code of the Russian Federation;
3.12.2. a description of the main characteristics of each Work (service) (the genre, the subject, the distinctive features of the work, the features of construction and purpose, and other information to identify the Works are indicated).
3.12.3. copies of duly executed documents confirming the existence (provision of the results of the intellectual activity of the Author of legal protection) and use of intellectual property without infringement of intellectual rights, if the Author has issued an author's certificate, certificate of deposit, Certificate of registration of a computer program or other documents on Works, specifications of intellectual results intellectual property activity of the author and passport (if the author has issued a copyright idetelstva).
4. Remuneration and payment procedure
4.1. For the creation of Works and the transfer of exclusive rights to them, the Customer pays to the Author a remuneration, the amount of which is specified in Appendix 1 to this Agreement. The amount of remuneration is set for each task and each product.
4.2. The remuneration is paid by the Customer in the following order:
Scenario 1
4.2.1. The Customer pays remuneration within 5 (Five) working days from the date of signing by the Parties of the Act on the execution of this Agreement or a separate stage (stages) of this Agreement (Appendix No. 3 to this Agreement) confirming the creation of Works and the transfer of exclusive rights to them to the Customer in accordance with terms of this Agreement.
Scenario 2
4.2.2. An advance payment in the amount of __% (________) percent of the total remuneration amount is paid by the Customer within 5 (Five) business days from the date of signing this Agreement.
4.2.3. The Customer shall pay the rest (part) of remuneration within 5 (Five) working days from the date the Parties sign the Act on the execution of this Agreement or a separate stage (stages) of this Agreement (Appendix No. 3 to this Agreement) confirming the creation of Products and the transfer of exclusive rights to them to the Customer in accordance with the terms of this Agreement.
4.3. The remuneration under this Agreement includes:
4.3.1. The price of works on the creation of Works and the cost of material carriers of copies of Works transferred to the Customer’s property;
4.3.2. Remuneration for the alienation of exclusive rights to Works created by the Author;
4.3.3. Any expenses of the Author associated with the performance of the Assignment.
4.4. For the early creation of each Work (earlier than one second of the period established for the creation of this Work), the Customer pays the Author an additional Reward in the amount of ___% (________) percent of the amount of remuneration for this Work. The indicated remuneration is not a remuneration for the alienation of exclusive rights to the Works.
4.5. Receipt by the Author of the author’s remuneration under this Agreement is the exhaustive realization by him of his right to receive any additional payments for the use by the Customer of the Works, including the use of the derived results of intellectual activity, potentially protective technical solutions and any other individual elements of the Works. In cases of alienation by the Customer of rights to the Work, derived objects or individual elements of the Work to third parties, as well as in the case of the conclusion by the Customer of licensed (sublicense) agreements granting rights to use the Work, the Author does not receive additional remuneration.
4.6. In the event of a violation of the terms of this Agreement, the remuneration shall be refunded to the Customer in full, no later than ten working days from the calendar date of the Customer's substantiated claims.
Payment, taxes
4.7. Payment is made in non-cash order. The obligations of the Customer for payment are deemed fulfilled on the date of crediting the funds to the correspondent account of the bank of the Author.
4.8. The author independently calculates and pays the personal income tax on the amounts received under this Agreement from the Customer.
4.9. The copyright received by the Author under this Agreement is subject to the imposition of insurance premiums.
* Clauses 4.8 and 4.9 are applicable only if the customer is an individual.
** If the Author under the contract has the status of an Individual Entrepreneur, he himself is responsible for paying taxes and insurance premiums.
5. Terms of contract execution
5.1. Works, the creation of which is provided for in this Agreement, must be transferred to the Customer in the time specified in Appendix No. 1 to this Agreement.
5.2. If there are valid reasons for completing the creation of Works, the Author is granted an additional grace period (Art. 1289 of the Civil Code of the Russian Federation).
5.3. The duration of the additional grace period for each Work is set at one-quarter of the period established for the creation of this Work.
6. Responsibility of the Parties and the unilateral termination of the Agreement
6.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Customer and the Author are responsible in accordance with the current legislation of the Russian Federation.
6.2. In the event of the infringement by the Author of intellectual (property and non-property) rights of third parties, the responsibility and compensation for damages, as well as other negative consequences of such violations, are imposed on the Author.
6.3. In case of non-compliance of the Works to the stated Task, presence of factual and grammatical errors, inconsistencies of the text with the norms of the literary Russian language, the presence of inconsistent advertising, incorrect work of the computer program and any other inconsistencies of the Assignment, the Customer has the right to request rework of the Works at the expense of the Author or impose on the Author expenses for elimination such deficiencies and refinement of the Work.
6.4. If, after the expiration of the grace period granted to the Author in accordance with the terms of this Agreement, the Author does not transfer the Works to the Customer, the Customer has the right to terminate this Agreement unilaterally out of court without paying remuneration.
6.5. The Customer shall have the right to terminate the Contract unilaterally out of court, subject to the payment of remuneration for actually prepared and ready to transfer Works or parts of the Works.
6.6. The author is obliged at the request of the Customer to transfer to him under the act the paid intermediate projects of the Work, including the exclusive rights provided for in this Agreement to the results of intellectual activity created by the time of termination (Appendix No. 3 to this Agreement).
7. Confidentiality
7.1. The author undertakes to keep confidential information confidential that has become available to him as a result of the conclusion of this Agreement with the Customer.
7.2. The Parties undertake not to disclose and not to transfer confidential information (information) to third parties, and also not to use them in any other way except to perform tasks under this Agreement.
7.3. The Parties undertake to take all necessary measures to keep confidential confidential information and other information that became known to them as a result of fulfillment of obligations under the Contract.
7.4. The duty of confidentiality is indefinite.
7.5. Confidential information does not include information that:
- is already known or is available to the Party at the time of its transfer;
- it became known to the receiving Party after its transfer, and the receiving Party is not aware of the violation of the obligations on non-disclosure of confidential information provided for in this Agreement and it did not participate in the violation of these obligations;
- becomes generally known at the time of transfer or after it and to which access was provided by the transferring Party to third parties without restriction;
- has become generally known otherwise, through no fault or omission, and not as a result of a violation of this Agreement;
- was transferred without confidentiality obligation, and the transfer was expressly authorized in advance in writing by the transferring Party.
8. Dispute Resolution
8.1. All disputes and controversies are resolved by the Parties through negotiations.
8.2. Unresolved in the negotiation process disputes are resolved in court in the manner prescribed by the current legislation of the Russian Federation, at the location of the Customer.
9. Final provisions
9.1. In all other respects that are not stipulated by this Agreement, the Parties are guided by the current legislation of the Russian Federation.
9.2. Any changes and additions to this Agreement are valid, provided they are made in writing and signed by duly authorized representatives of the Parties.
9.3. The exchange of messages and documents related to the execution of this Agreement is usually carried out in writing, while the exchange of electronic messages with the mandatory confirmation of receipt of the message by the addressee is allowed.
9.4. This Agreement comes into force from the moment of its signing by the Parties and is valid until the full fulfillment of obligations by both Parties.
9.5. This Agreement is made in Russian in two copies, having equal legal force, one copy for each of the Parties.
9.6. The following Annexes are integral parts of this Agreement:
1) The assignment for the creation of Works (Appendix No. 1);
2) Act of acceptance and transfer of source materials (Appendix No. 2);
3) Act on the execution of the Agreement (Appendix No. 3).
10. Addresses and details of the Parties
CUSTOMER
AUTHOR
_____________
passport ____ _________ issued ________ __.__.__________ g. address: _________,
st. _____________, house _______, ap. _____
TIN
_____________________ / ______________ _____________________ / _____________
Appendix â„–1
to the Contract No. 1/2013 of the author's order with the alienation of exclusive rights from "____" _______ 2013
APPROVED:
AGREED:
TASK on the creation of works
| Title of the Work and its requirements | Deadlines for the creation of works | Grace dates for the creation of works | Total amount of remuneration, rub. | The amount of remuneration under clause 4.3.1., Rub. | The amount of remuneration under clause 4.3.2., Rub. | The amount of remuneration under clause 4.3.3., Rub. |
|---|---|---|---|---|---|---|
Task issued:
CUSTOMER
_______________ / ____________ /
Received:
AUTHOR
______________ / ___________ /
Appendix â„–2
to the Contract No. 1/2013 of the author's order with the alienation of exclusive rights from "____" _______ 2013
Act No. ___ of reception and transmission of source materials
Moscow "___" __________ 2013
___________________, hereinafter referred to as the "Customer", on the one hand, and
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the “Author” on the other Party, hereinafter referred to as the “Parties”, and individually - the “Party”,
drew up this Act to the Agreement No. 1/3 of ____________ ____________ 2013 with (hereinafter referred to as the “Agreement”) as follows:
1. The Parties hereby confirm that the Customer submitted, and the Author accepted from the Customer, the source materials (sketches, draft texts and comments, other materials) necessary for the performance of the Works under the Contract, in the composition indicated below:
| Item number | Name and brief description of the material | Transmission method, Carrier, number of copies. | Date of transfer | Material accepted Author (name, signature) |
|---|---|---|---|---|
2. The materials transferred to the Author are the results of the Customer’s intellectual activities, which are provided with legal protection in an objective form of works of science, literature and art. Exclusive rights to materials belong to the Customer and are not transferred to the Author. The author has the right to use the materials transmitted within the limits defined by the Agreement and the Supplementary Agreements thereto.
3. The provision of legal protection to materials submitted by the Customer to the Author is confirmed by the Customer’s duly executed documents confirming the existence and use of intellectual property without infringing intellectual rights.
4. The materials transferred to the Author under this Act contain confidential information, the respective media are marked on the material carriers.
5. Upon completion of the execution of the Agreement, materials shall be returned to the Customer.
6. This Act is drawn up in two copies having the same legal force, one for each of the Parties.
CLIENT
AUTHOR
Appendix No. 3
to the Contract No. 1/2013 of the author's order with the alienation of exclusive rights from "____" _______ 2013
ACT
on the performance of obligations and on the alienation of the complex of exclusive rights under the Treaty
Moscow â„–1 "___" _______ 2013
______________, hereinafter referred to as the "Customer", on the one hand, and a
Citizen of the Russian Federation ______________________________________, hereinafter referred to as the "Author" on the other Side, hereinafter referred to as the "Parties", and individually “Party”,
signed this Act on the performance of obligations under the Author's Order Agreement with the alienation of exclusive rights No. 1/2013 from “___” _________ 2013 (hereinafter referred to as the “Agreement”) as follows:
1. In accordance with the Agreement and the Task of the Customer Author created and transferred to the customer in full exclusive rights on the following Works:
| Name of Works Created by the Author | Brief characteristics (genre, themes, features of the work) | date of creation | Total amount of remuneration, rub. | . 4.3.1., . | . 4.3.2., . | . 4.3.3., . |
|---|---|---|---|---|---|---|
2. Ownership of the exclusive right to the Works to the Author is certified by ____________________ (the name of a duly executed document confirming the existence and use of intellectual property without infringement of intellectual rights is indicated) No. _____ dated _________ ______, validity _____, issued ____________________ (the provision is included in the Act if the Author has issued a copyright certificate, certificate of deposit or other document ).
3. The Parties hereby confirm and acknowledge that the Customer has paid the Author's fee in the amount of _______ rubles in accordance with the procedure established by law. (_______ rubles 00 kopecks).
4. The parties to the unresolved property relations and claims relating to the execution of the Agreement do not have.
5. This Act is drawn up in two original copies, one for each of the Parties.
CLIENT
AUTHOR
Source: https://habr.com/ru/post/177229/
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