Developer and Client agree:
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The cosigned Proposal referencing these terms must identify:
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the Developer
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whether the Developer is an individual or a company
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the Client
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the Fee for this agreement
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the number of Purchased Hours Developer will make available to work under this agreement
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the Deadline on which this agreement, and any Unused Hours, will expire
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The Proposal may identify:
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the Payment Method, which by default is bank-to-bank transfer, such as FedWire, ACH, SEPA, or SWIFT, if possible, and otherwise a common electronic payment system, such as PayPal, Stripe, or Square Cash
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the Payment Currency, which by default is United States Dollars
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a Work Pace of Full Time, Half Time, or Part Time, which by default is Part Time
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the Scope, which by default is open software projects that Developer has contributed to
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Working Days (singular: Working Day), which by default are days other than Saturdays, Sundays, and days when commercial banks in the capital of the country of Developer's Address typically stay closed
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Working Hours, which by default are 1000 to 1800 in the time zone of Developer's Address
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Governing Law for this agreement
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Client agrees to pay the entire Fee within fifteen calendar days of entering this agreement.
If Client assigns Developer work that requires extraordinary equipment, licenses, or services, then Client agrees to pay the costs for Developer directly. For example, Client agrees to pay the costs of proprietary software licenses, testing hardware, and specific online services that Client specifically requires Developer to use. If Client requires Developer to use and return specific equipment, Client agrees to pay the costs of packaging and shipping, both ways. If Client cannot pay a cost directly, Client agrees to advance Developer the cost. See Cover Basic Expenses for Developer's obligation to pay other expenses.
Client agrees to make all payments under this agreement via the Payment Method.
Client agrees to increase the amount of each payment to Developer so that Developer receives the full amount owed, taking into account any costs of receiving payment via the Payment Method.
Client agrees to make all payments under this agreement in the Payment Currency.
Client agrees to pay all tax on the Fee, except tax Developer owes on income.
Client agrees to appoint a Technical Representative by e-mailing Developer their name, title, and e-mail address, and to appoint a replacement whenever the current Technical Representative leaves or becomes unavailable. If Client has technical staff, the Technical Representative must be a member of the technical staff.
The following Client obligations continue after this agreement ends: Pay the Fee, Cover Extraordinary Developer Expenses, Use the Agreed Payment Method, Cover Payment Method Costs, Pay in the Agreed Currency, Pay Taxes on the Fee
Developer agrees to do software development work that Client assigns. Developer agrees to do work only on Working Days, during Working Hours. In order to assign work:
Client must have paid the Fee. Developer does not agree to do any work before the Fee is paid.
The work must be in Scope. Developer does not agree to do any work out of Scope.
The Technical Representative must e-mail the Developer written instructions for the work, and respond to reasonable Developer requests for clarification.
The assignment must be made clear while there is still enough Time Left Before the Deadline to do the work.
The assignment must be made clear while there are still enough Unused Hours to do the work.
Any work previously assigned work must have been completed or canceled by the Technical Representative by e-mail to Developer before any more work can be assigned.
The purpose of Clear Instructions, Time Left, Hours Left, and Prior Assignments Done is to prevent Client from piling on new work shortly before the Deadline.
Developer agrees to pay for all equipment, licenses, and services needed to do open software development in Scope, generally. For example, Developer agrees to provide their own computer, operating system, editor software, and Internet access. See Cover Extraordinary Developer Expenses for Client's obligation to pay other expenses.
If Developer is unable do work with remaining Purchased Hours before the Deadline because Developer does not work on a Working Day due to medical reasons or personal emergency, Developer agrees to do that work after the Deadline.
Developer agrees to e-mail the Technical Representative the number of Unused Hours on request, and to e-mail the Technical Representative once all Purchased Hours have been worked.
Developer agrees to record all time spent on work under this agreement in fairly rounded, quarter-hour increments.
Once this agreement ends, Developer agrees to promptly return any equipment the Client loaned for work under this agreement.
The following Developer obligations continue after this agreement ends: Cover Basic Expenses, Make Up Missed Work, Track Time, Return Loaned Equipment
This agreement starts when Developer receives full payment of the Fee, and continues until the Deadline.
This agreement does not assign any Intellectual Property Right, and no work under this agreement is "work made for hire" under copyright or other law.
Developer licenses work that they create under this agreement to the public at large, including Client. The license terms for each separately licensable work are as follows:
By default, the terms are the latest version of The Blue Oak Model License on blueoakcouncil.org.
If a Public License, such as a copyleft license, require the work be licensed under specific terms, the terms are the terms required. This rule does not apply when Client is the only one granting that Public License.
If the work is made up of changes or additions to existing software made available under a Public License, the terms are those of that Public License. This rule does not apply when Client is the only one granting that Public License, and the Public License is a copyleft license.
Terms under which Developer grants licenses under Public Licenses will be interpreted as entirely independent legal documents, without reference to these terms or the circumstances of Developer and Client's agreement. The purpose of this rule is to allow Developer and Client to rely on guidance about Public License terms.
Others who are not parties to this agreement may enforce Public Licenses.
Developer guarantees that they will have all the rights needed to license work they create and use to write software under this agreement. Client agrees that Developer may rely on written statements by authors of software, copies of and references to specific public licenses in "README", "LICENSE", source code, and similar files, and licensing metadata in "package.json" and similar, standardized metadata files, to determine their rights for the work of others.
With the exception of Developer's obligations in Developer's Obligations, Developer provides all work under this agreement as is, without any warranty.
Subject to Damages Limit Exceptions, Developer's total liability for breach of this agreement will not exceed the Fee that Client paid Developer under this agreement. This limit applies even if Developer knows that Client may suffer damages, and even if Client never paid the Fee.
Damages Limit does not limit damages for breach of Client's payment obligations.
The Governing Law will govern this agreement. If the Proposal does not specify Governing Law, it is the law of the jurisdiction of Developer's Address.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
As far as the law allows, the Uniform Computer Information Transactions Act will not apply to this agreement.
Both sides intend the Proposal and these terms as the final, complete, and only expression of their terms about Developer open software development work. However, these terms do not replace or preclude any nondisclosure agreement.
With the sole exception of Enforcement of Public Licenses, only Developer and Client may enforce this agreement.
Unless Developer and Client have or enter into a nondisclosure agreement, each side is free to disclose and discuss both sides' performance under this agreement. The purpose of this rule is to allow Developer and Client to build reputations for fair dealing under these terms.
Each side may assign all its rights, licenses, and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires substantially all of its assets or enough securities to control its management. Otherwise, each side needs the other side's prior, written permission to assign any right or license under this agreement. Attempts to assign against the terms of this agreement will have no legal effect.
Lawsuit means a lawsuit brought by one side against the other, related to this agreement.
Developer's Local Courts means the national and any national-subdivision courts with jurisdiction at Developer's Address.
Both sides agree to bring any Lawsuit in Developer's Local Courts.
Both sides waive any objection to hearing any Lawsuit in Developer's Local Courts.
Both sides consent to the exclusive jurisdiction of Developer's Local Courts. Both sides may enforce judgments from Developer's Local Courts in other jurisdictions.
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Control means ownership of substantially all the assets of a legal entity or the power to direct management and policies of a legal entity, such as by vote or by contract. Control can be direct or indirect.
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Developer's Address means the address Developer gives along with their signature to the Proposal.
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Full Time means eight hours per Working Day.
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Half Time means four hours per Working Day.
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Intellectual Property Right means any patent, copyright, trademark, or trade secret right, or any other legal right typically referred to as an intellectual property right.
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Part Time means two hours per Working Day.
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Public License means a license to the public at large, or to everyone who receives a copy of the licensed work.
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Remaining Working Days means the number of Working Days left before the Deadline. For example, if seven calendar days remain before the Deadline, five of which are Working Days, there are five Remaining Working Days.
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Time Left Before the Deadline means the number of Remaining Working Days multiplied by the Work Pace. For example, if there are five Remaining Working Days and the Work Pace is Half Time, then there are twenty Working Hours of Time Left Before the Deadline.
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Unused Hours means the Purchased Hours minus the time Developer has worked under this agreement to date.