A deserted contract for the development of a site, design, software. Version 1.1

    The site has a lot of posts about what conditions should 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 from the posts (thanks to the authors), thought about them, revised them and took them into account in the form of an agreement proposed to your court. So the agreement can be considered partially "hackneyed" so far.



    Fulfilling the earlier promise habrahabr.ru/post/173265 , we take the trouble to finalize the contract for comments and suggestions in the comments. In the event of successful collaboration, the contract can be considered "Zababerny".

    If positions under a specific condition are not applicable, 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) Subtle points in the contract for the development of the site habrahabr.ru/post/162299
    2) How to reduce the risks of interacting 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 few more words about website development under the contract habrahabr.ru/post/85877
    5) We draw up a design studio contract, part 1 habrahabr.ru/post / 57151
    6) TK VS XP and their legal registration habrahabr.ru/post/17406
    7) Enter into an agreement (action thriller) habrahabr.ru/post/27385
    8) Hotline: website development to order habrahabr.ru/post/50252
    9) Do you have rights to the created site? habrahabr.ru/post/17265
    10) "Two comrades served, huh ..." or how to sell the project abandoned by the customer? habrahabr.ru/post/52635

    Thanks to the commentators:
    1) shadeR - added clause 2.2.4.
    2) Derp - Option 2 has been added to clause 2.1.3.
    3) olegkachanko - for a breakdown of the amount of royalties for accounting for intangible assets - added points to annexes No. 1 and No. 3
    4) volanddd - for clarification of clauses 1.3., 2.1.3., 2.1.6,
    5) 3fir- for clarification regarding confidentiality - added clause 7.5., Edited clause 7.1.
    6) olegkachanko - for the concretization of clause 4.5.
    7) Derp - Option 2 has been added to clause 2.1.9 (using templates and previously obtained results)
    8) FedLab - for updating the options in clause 3.6.
    9) VolCh - for updating clause 4.5 (conclusion of license agreements for the Work)
    10) msuhanov - for clarification on the legality of using the Works without specifying the author’s name - clause 3.6. Has been adjusted, clause 2.4.7 has been deleted .
    11) EndUser - for the adjustment of clause 2.1.2.
    12) mrjj- for addition to option 2 of clause 3.6 (on the Author’s right 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 proposed option 2 to clause 2.1.2
    14) trololaw - for updating tax questions under clause 4.9 and comments on IP taxation

    in Word format - docs.google.com/file/d/0Bx_YiWFsNNhcM2txMEtaTWQzTlU/edit?usp=sharing

    COPY ORDER AGREEMENT


    (with alienation of exclusive rights)



    «___» _______ 2013 года №1/2013 Город Москва

    _____________________________________, именуемый в дальнейшем «Заказчик», с одной стороны и
    Гражданин Российской Федерации ______________________________________, именуемый в дальнейшем «Автор» с другой Стороны, далее именуемые «Стороны», а по отдельности – «Сторона»,
    заключили настоящий Договор авторского заказа с отчуждением исключительных прав (далее – «Договор») о нижеследующем:

    Основные понятия Договора
    Автор — Физическое лицо (гражданин), творческим трудом которого создано произведение (статья 1228 ГК РФ)
    Задание — Письменное требование Заказчика к результатам интеллектуальной деятельности Автора, созданным по настоящему договору (Приложение № 1 к настоящему Договору)
    Intellectual activity - Creative mental creative activity of a person to achieve any results.
    Intellectual property - The results of intellectual activity and equivalent means of individualization that are provided with 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 a work, import the original or a copy of the work, as well as its other use provided for by law or contract (become I'm 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 the Works, information about future publications, about the content of unpublished Works, the strategy for further work, etc.), as well as the relations of the activities of the Parties and their partners, which became known to the parties during the implementation of this Agreement or preliminary negotiations on its conclusion, or classified by law as confidential.
    Disclosure - An act carried out with the consent of the Author that first makes the work available to the public by publishing, public display, public performance, broadcasting or cable by any other means (article 1268 of the Civil Code of the Russian Federation)
    Опубликование — Выпуск в обращение экземпляров, представляющих собой копию произведения в любой материальной форме (на материальном носителе), в количестве, достаточным для удовлетворения разумных потребностей публики исходя из характера произведения (статья 1268 ГК РФ)
    Правообладатель — Гражданин или юридическое лицо, обладающее исключительным правом на интеллектуальную собственность (статья 1229 ГК РФ)
    Произведение — Результат интеллектуальной деятельности (произведения науки, литературы и искусства, программы для ЭВМ и базы данных), охраняемый авторским правом, о создании которого заключен настоящий Договор;
    The result of intellectual activity - A product of mental creative activity of a person according to the list in accordance with Article 1225 of the Civil Code of the Russian Federation, created in the form of a job assignment, contracting, outsourcing or personal initiative and which is an inalienable object of civil rights

    1. The Subject of the Agreement



    1.1. The Author undertakes, according to the Customer’s Tasks, to create the Works and transfer to the Customer exclusive rights to the Works, and the Customer undertakes to pay the Author a fee in the amount, manner and on the terms established by this Agreement.
    1.2. The 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 the Works in accordance with the requirements of the Customer expressed in the relevant Assignments;
    Option 1 (independently)
    2.1.2. by personal creative work, without involving third parties, to create original Works, without violating the rights of third parties, illegal borrowing and plagiarism;
    Option 2 (together 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 the public domain)
    2.1.3. not to create derivative Works under this agreement on the basis of the intellectual property of third parties and on the basis of the Works transferred to the public domain;
    Option 1.1 (exclusive to the public domain)
    2.1.3. not to create derivative Works under this agreement on the basis of the intellectual property of third parties;
    Option 2
    2.1.3. in case of creation of a derivative Work on the basis of the intellectual property of third parties on its own, ensure the observance of the rights of third parties and at its own expense (if necessary) pay royalties;

    2.1.4.
    2.1.5. create the Works within the time limits established by the Agreement;
    2.1.6.
    2.1.7. at the request of the Customer, inform about the progress of work on the Work in the form and within the time limits specified in the Task;
    2.1.8.
    Option 1 (exclusive)
    2.1.9. not to use in creating the Works previously created by the Author for third parties works or their elements;
    Option 2
    2.1.9. tentatively coordinate with the Customer the use in the creation of the 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 tangible media in which the Works are expressed in the form and manner established in the Task;

    2.2. The author has the right:
    2.2.1. request from the Customer the information necessary to complete the task;
    2.2.2. immediately inform the Customer about 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. demand payment of royalties;
    2.2.4. demand an increase in the terms of execution of the Agreement and / or an increase in the amount of royalties in case of changes (adjustments) by the Customer of the Task after the conclusion of the Agreement, or refuse to execute the Agreement unilaterally, while the Customer must pay the Author remuneration for the created intermediate results, and the Author transfer rights these results in accordance with clause 6.6. actual agreement.
    2.3. The customer undertakes:
    2.3.1. hand over the task to the author in writing;
    2.3.2. provide the Author with all the information necessary for the execution of the Agreement on the Act of acceptance of raw materials (Appendix No. 2 to this Agreement);
    2.3.3. pay the Author a fee in the amount, manner and on the terms provided for by this Agreement.
    2.4. The customer has the right:
    2.4.1. Check the proper fulfillment by the Author of his obligations under this Agreement;
    2.4.2. Correct Assignments in the course of their execution, having previously agreed upon such changes with the Author;
    2.4.3. At any time, require the author to provide the intermediate and final results of the assignment;
    2.4.4. In case of non-compliance with the Tasks or any violations of the Agreement in the Works, demand their elimination or alteration;
    2.4.5. Refuse to pay the fee and demand the return of the advance payment in case of non-fulfillment or improper fulfillment by the Author of his obligations under this Agreement;
    2.4.6. After payment of the remuneration, use the Works at your 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 alienated exclusive rights to the Works created by the Author as part of the implementation of this Agreement, as well as to the components, elements of such works, as well as other rights to the results of the execution of the Agreement that are not protected by the 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 significance, other intellectual property.
    3.3. The moment of transfer to the Customer of the rights to the results of intellectual activity arising as a result of the execution of this Agreement, both in individual stages of its implementation and in the Agreement as a whole, occurs on the day the Act on the execution of this Agreement is signed (Appendix No. 3 to this Agreement). Integral appendices of the said Act are duly executed documents confirming the existence and use of intellectual property without violating 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 tangible media (copies) in any way for personal or other needs, on their own or to provide 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 tangible media in which the Works are expressed and exclusive rights to the Works to third parties, he will not publish the Works or parts thereof, including in any other publications, blogs, personal sites, pages on social networks in any form.
    Option 2
    3.5. The author has the right to use the Works and their tangible media for demonstration to their potential customers as samples, including by posting on their official website, as well as indicate the name of the Customer of these Works.

    3.6. The Customer, at his discretion, may reproduce, distribute, make public, broadcast and cable, process, translate the Works, and also use the Works in any way that is not against the law,
    Option 1
    without specifying the name of the Author, while the Author, in accordance with Article 1265 of the Civil Code of the Russian Federation, exercises his copyright by transferring rights, allowing the Customer to use the Works without indicating his name (anonymously). Permission to use the Works without specifying the name of the Author should be recorded in the Act on the Alienation of Exclusive Rights in relation to each Work (Appendix 3 to this Agreement).
    Option 2
    only on condition that the name of the Author or the pseudonym of the Author is required to be specified in the form agreed by the Parties (including by placing the Author’s logo and / or link to the Author’s official website). At the same time, the Author has the right to prohibit the use of his name (as well as the logo and links to the author’s official website) if the Work is processed or otherwise distorted without the prior consent of the Author.


    Territory of validity of rights
    3.7. The territory of the exclusive right to be disposed of in favor of the Customer is not limited (the whole world).

    Duration of rights
    3.8. The validity period of the set of exclusive rights transferred under this Agreement is equal to the entire validity period of these rights, in accordance with the legislation of the Russian Federation.
    3.9. If the validity period of the exclusive right will subsequently be changed by the legislation of the Russian Federation or international acts recognized and applied in the Russian Federation, the validity period of the exclusive right may be increased or decreased if this is expressly provided for by the relevant amendments.

    Warranties and representations
    3.10. The author guarantees that he is the sole owner of exclusive rights to the Works and will not transfer exclusive rights to third parties.
    3.11. The author guarantees that the Works will be created by his creative work without the unauthorized involvement of co-authors, third parties, as well as without illegal borrowing, plagiarism and unlawful quoting of other works, including well-known and generally available; and that when creating the Works, the results of intellectual activity created or created for other Customers will not be used, except when 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 according to clause 3.3 of the Agreement (Appendix No. 3 to this Agreement) includes:
    3.12.1. one copy of each Work with its own signature and copyright protection mark of the Author, placed on a copy of the Work in accordance with the requirements of Art. 1271 Civil Code of the Russian Federation;
    3.12.2. a description of the main characteristics of each Work (service) (indicate: genre, theme, distinctive features of the work, construction features and purpose, other information allowing to identify the Work).
    3.12.3. copies of properly executed documents confirming the existence (providing the results of intellectual activity of the Author of legal protection) and the use of intellectual property without violating intellectual rights, if the Author has drawn up the copyright certificate, certificate of deposit, Certificate of registration of a computer program or other documents for the Works, specifications of the results of intellectual Writer's activities and intellectual property of the passport ( if the author has issued a copyright idetelstva ).

    4. Remuneration and payment procedure



    4.1. For the creation of the Works and transfer of exclusive rights to them, the Customer pays the Author a fee, the amount of which is determined in Appendix No. 1 to this Agreement. The amount of remuneration is established for each Task and each Work.
    4.2. The fee is paid by the Customer in the following order:

    Scenario 1
    4.2.1. The Customer pays a fee within 5 (Five) business days from the date of signing by the Parties of the Act on the execution of this Agreement or a separate stage (s) of this Agreement (Appendix No. 3 to this Agreement), confirming the creation of the Works and the transfer of exclusive rights to them to the Customer in accordance with terms of this Agreement.

    Scenario 2
    4.2.2. The advance payment in the amount of __% (________) percent of the total remuneration is paid by the Customer within 5 (Five) business days from the date of signing of this Agreement.

    4.2.3. The Customer pays the remaining part (s) of the remuneration within 5 (Five) business days from the date of signing by the Parties of the Act on the execution of this Agreement or of a separate stage (s) of this Agreement (Appendix No. 3 to this Agreement), confirming the creation of the Works 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 the works on the creation of the Products and the cost of material carriers of copies of the Products transferred to the Customer;
    4.3.2. Remuneration for the alienation of exclusive rights to the Works created by the Author;
    4.3.3. Any expenses incurred by the Author in connection with the assignment.
    4.4. For the early creation of each Work (earlier than one second from the deadline set for the creation of this Work), the Customer pays the Author an additional Remuneration in the amount of ___% (________) percent of the amount of remuneration for this Work. The specified remuneration is not a remuneration for the alienation of exclusive rights to the Works.
    4.5. The receipt of royalties by the Author under this Agreement is an exhaustive exercise of his right to receive any additional payments for the use of the Works by the Customer, including for the use of derivative results of intellectual activity, potentially protective technical solutions and any other individual elements of the Works. In cases of alienation by the Customer of the rights to the Work, derivative objects or individual elements of the Work to third parties, as well as in the case of the conclusion by the Customer of license (sublicense) agreements on the granting of rights to use the Work, additional remuneration is not paid to the Author.
    4.6. In case of violation of the terms of this Agreement, the fee shall be returned to the Customer in full, no later than ten business days from the calendar date of the Customer’s substantiated claims.

    Payment procedure, taxes
    4.7. Payment is made by bank transfer. Customer’s payment obligations are deemed fulfilled as of the date the funds were credited to the correspondent account of the Author’s bank.
    4.8. The author independently calculates and pays the tax on personal income from the amounts received under this Agreement from the Customer.
    4.9. The royalties received by the Author under this Agreement are subject to insurance contributions.
    * 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, then he himself bears the obligation to pay taxes and insurance contributions.

    5. Terms for the execution of the Agreement



    5.1. The works, the creation of which is provided for by this Agreement, must be transferred to the Customer within the time periods specified in Appendix No. 1 to this Agreement.
    5.2. If there are good reasons for completing the creation of the Works, the author is given an additional grace period (Article 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 unilateral termination of the Agreement



    6.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Customer and the Author are liable in accordance with the current legislation of the Russian Federation.
    6.2. In case of violation by the Author of the intellectual (property and non-property) rights of third parties, the responsibility and damages, as well as other negative consequences of such violations, are assigned to the Author.
    6.3. If the Works do not conform to the stated Task, there are factual and grammatical errors, the text does not comply with the standards of the literary Russian language, there are inconsistent advertisements, incorrect operation of the computer program and any other discrepancies to the Task, the Customer has the right to demand the alteration of the Works at the expense of the Author or to incur costs to the Author to eliminate such deficiencies and the revision of the Work.
    6.4. If, at 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 is entitled to terminate this Agreement unilaterally out of court without payment of remuneration.
    6.5. The Customer has the right to terminate the Agreement unilaterally out of court on condition of payment of remuneration for the Works actually prepared and ready for transfer or parts of the Works.
    6.6. The author is obliged at the request of the Customer to transfer to him by act the paid intermediate projects of the Work, including the exclusive rights provided for by 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 confidential information 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 or transfer confidential information (information) to third parties, and also not to use them in any other way, except for performing tasks under this Agreement.
    7.3. The Parties undertake to take all necessary measures to keep confidential confidential information and other information that has become known to them as a result of fulfillment of obligations under the Agreement.
    7.4. The obligation to maintain confidentiality is unlimited.
    7.5. Confidential information does not include information that:
    - is already known or is available to the Party at the time of its transfer;
    - became known to the receiving Party after its transfer, and the receiving Party is not aware of a violation of the obligations for non-disclosure of confidential information provided for in this Agreement and it did not participate in the violation of these obligations;
    - becomes well-known at the time of transfer or after it and to which access was provided by the transferring Party to third parties without restrictions;
    - became generally known otherwise, not through fault or omission and not as a result of violation of this Agreement;
    - was transferred without obligation to maintain confidentiality, and the transfer was explicitly authorized in advance in writing by the transmitting Party.

    8. Dispute Resolution



    8.1. All disputes and disagreements are resolved by the Parties through negotiations.
    8.2. Unresolved during negotiations, disputes are resolved in court in the manner prescribed by applicable law of the Russian Federation, at the location of the Customer.

    9. Final Provisions



    9.1. In all other respects, which is not provided for 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 that 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 is allowed with the obligatory confirmation of receipt of the message by the addressee.
    9.4. This Agreement shall enter into force upon 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 duplicate having the same legal force, one copy for each of the Parties.
    9.6. The following Appendices are integral parts of this Agreement:
    1) Task for the creation of the Works (Appendix No. 1);
    2) The act of reception and transmission of raw 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 ________ __.__.__________ Address: _________,
    st. _____________, house _______, apt. _____
    TIN
    _____________________ / ______________ _____________________ / _____________

    Appendix No. 1
    to the Contract No. 1/2013 of the author’s order with the alienation of exclusive rights from "____" _______ 2013



    ACKNOWLEDGE:

    AGREED:

    Tasks for the creation of works



    Name of the Work and requirements for itTerms of creation of worksGrace periods for the creation of worksThe total amount of remuneration, rub.The amount of remuneration according to clause 4.3.1., Rub.The amount of remuneration according to clause 4.3.2., Rub.The amount of remuneration according to clause 4.3.3., Rub.


    Assignment issued:
    CUSTOMER

    _______________ / ____________ /

    Accepted:
    AUTHOR

    ______________ / ___________ /

    Appendix No. 2
    to the Contract No. 1/2013 of the author’s order with the alienation of exclusive rights from "____" _______ 2013



    Act No. ___ of acceptance of raw 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 side, hereinafter referred to as the "Parties", and separately - the "Party ”,
    Drew up this Act to Contract No. 1/2013 dated _____ ____________ 2013 onwards (hereinafter

    referred to as the “ Contract ”) as follows: 1. The Parties hereby confirm that the Customer has transmitted and the Author has accepted the source materials from the Customer (sketches, draft texts and comments, other materials) necessary for the implementation of the Works on To the contract, in the composition indicated below:

    No. p / pName and brief description of the materialTransfer Method, Carrier, qty.Transfer dateThe material was accepted by the author (name, signature)


    2. The materials transferred to the Author are the results of the intellectual activity of the Customer, who are granted legal protection in an objective form of works of science, literature, art. Exclusive rights to materials belong to the Customer and are not transferred to the Author. The author has the right to use the transferred materials to the extent determined by the Agreement and its Supplementary Agreements.
    3. The provision of legal protection for materials transferred by the Customer to the Author is confirmed by the Customer's properly executed documents confirming the existence and use of intellectual property without violating intellectual rights.
    4. The materials transferred to the Author under this Act contain confidential information, relevant marks are marked on tangible media.
    5. Upon completion of the execution of the Agreement, the materials shall be returned to the Customer.
    6. This Act is made in duplicate, having the same legal force, one for each of the Parties.

    CUSTOMER

    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 a complex of exclusive rights under the Agreement



    Moscow No. 1 “___” _______ 2013

    ______________, hereinafter referred to as the “Customer”, on the one hand, and the
    Citizen of the Russian Federation ______________________________________, hereinafter referred to as the “Author” from the other Party, hereinafter referred to as “the Parties”, and individually - The “Party”,
    signed this Act on the fulfillment of obligations under the Copyright Order Agreement with the alienation of exclusive rights No. 1/2013 dated ___ _________ 2013 (hereinafter referred to as the “Agreement”) as follows:

    1. In accordance with the Agreement and the Customer ’s Order, the Author created and transferred to the Customer in full exclusive rights on the following Works:

    Name of the Works created by the AuthorBrief characteristics (genre, theme, distinguishing features of the work)date of creationThe total amount of remuneration, rub.The amount of remuneration according to clause 4.3.1., Rub.The amount of remuneration according to clause 4.3.2., Rub.The amount of remuneration according to clause 4.3.3., Rub.


    2. The ownership of the exclusive right to the Works to the Author is certified ____________________ (the name of the duly executed document confirming the existence and use of intellectual property without infringing intellectual property) is indicated No. _____ from "___" __________ _____, 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, in the manner prescribed by law, paid a fee to the Author in the amount of _______ rubles. (_______ rubles 00 kopecks).
    4. The parties to unresolved property relations and claims relating to the performance of the Agreement do not.
    5. This Act is made in two original copies, one for each of the Parties.

    CUSTOMER

    AUTHOR

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