X5 Development Services Agreement for UNA INC

X5 Development Services Agreement for UNA INC

UNA Inc. - Development Services Agreement

This Independent Contractor Agreement (the “Agreement”) is made as ("date") between (the "Company") and UNA Inc, located at 2035 Sunset Lake Road, Suite B-2 Newark DE 19702 United States (the "Contractor").

WHEREAS, Company requests Contractor to perform services for it and may request Contractor to perform other services in the future; and

WHEREAS, the Company and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;

NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:

1. Services

Effective [SERVICES COMMENCEMENT DATE] Company shall retain Contractor and Contractor shall provide Company with services (the "Services"), which shall include, without limitation:

(specify services / contract agreements)

2. Changes

(a) Change Orders. The Company, without invalidating this Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions.

(b) Adjustments to Compensation. In the event that any such changes materially impact the cost to the Contractor of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and schedule, as applicable.

(c) Adjustments to Estimates. It should be understood that there needs to be room for The Company to adjust the requirement specifications and The Contractor to adjust the estimate as the project develops and clear communication should had around this. Notifications to changes in the Specifications and Estimates should be explained in writing between The Company and The Contractor.

3. Compensation

(a) Hourly Amount. The work performed by Contractor shall be performed at the rate set forth below, and not exceed the total estimated amount specified below:

Hourly fee: $60 USD per hour

Monthly Contract: X5 Plan: 80 hours

Total estimated amount: 80-100 hours $5000-$6000

(b) Payment. Service will commence upon the payment on a minimum of 50% of the monthly cap.

(c) Payment of Excess Hours: Hours not prepayed covered in X5 Monthly will be due for payment for at the completion of each billing month.

(c) Rollover of Unused Hours

Any unused hourly allocation may be rolled over to subsequent months for a maximum period of 12 months from purchase date.

(c) Taxes. Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor.

4. Inclusions & Services Overview

These are the services our team will do for you as part of the package, as required. The actual list of provisioned services may differ from this outline, as some may not be relevant or alternative solutions may be specified.

Note that these services are not a definitive or all inclusive list, and unless otherwise specified will be charged against the monthly cap.

UNA Platform

  • All the inclusions of the UNA Pro plan - access to all UNA CoreApps and PowerApps direct downloads and automatic updates for one domain/site.
  • A dedicated Cloud hosting server for "test-site" or early-stage production site (if required, otherwise we can set-up the community on your own server or cloud-hosting account).

Implementation

  • Initial setup and implementation - we will get a basic instance of your site set-up immediately, with basic rebranding and the initial set of activated UNA Apps. Installed on the UNA Cloud instance or your hosting server.
  • Custom hosting architecture planning and server audit - should you choose to use your own server, we will review the specifications and will recommend improvements for the best performance of the UNA Platform.

Development and Timing

  • Core platform modifications. Improvements required in the core UNA platform functionality will be scheduled for the closest feature-update cycle and will be available to all UNA users after the update release. Approved core platform improvements do not affect the time quota included in your plan.
  • Expedited CoreApps and PowerApps development. New "generic" features required for the project and not constituting unique Intellectual Property specification will be scheduled for development as CoreApps or PowerApps and will be available for all UNA users. CoreApps and PowerApps may or may not be affected by the core platform updates schedule. The time quota spent for expedited development of the CoreApps and PowerApps is shared between clients with similar feature requests whenever possible.
  • Tailored Apps development and direct updates. Unique functionality, design, modifications, direct updates and urgent direct support service required outside of the standard UNA update cycle is fully accounted towards the monthly plan quota.

Project Management

  • Fortnightly video-chat review meetings
  • Direct support via email
  • Task-management space
  • Dedicated project manager
  • Private GitHub repository
  • Project access for to 5 members of your team

Technical Support & Training

  • Assisted version updates
  • Direct support via e-mail
  • Direct support via UNA.IO Messenger
  • Site management training

Native mobile apps

  • iOS and Android apps configuration and packaging, using available React Native boilerplate apps for UNA and the responsive website template via WebView.
  • Submission assistance to Apple iTunes and Google Play app marketplaces.

What would happen if I cancel a plan?

  • Your site belongs to you. You can continue using it and take over technical support. To access automatic updates of UNA PowerApps, you will need to sign up for a new UNA Pro plan ($50/month) and link it to your site.
  • You can sign up for UNA Cloud plan (from $100/month) to maintain your staging/early-production site operation and have access to all UNA PowerApps
  • You can clone and download the full copy of your staging/early-production site and your project at any stage while your plan is active and within 1 week after cancellation. Information and staging site will be deleted immediately on request or automatically 2 weeks after cancellation.

Can I change plans?

  • Each plan requires one month minimum commitment. You can downgrade a plan once a month or upgrade anytime.

What are the alternative support plans?

  • X1
    • $1000 per month
    • 10 hours service included
    • $100/hour overage rate
  • X3
    • $3000
    • 40 hours service included
    • $75/hour overage rate

What are the license terms?

  • The UNA software is provided under MIT license — you can do anything you want with it. Modules developed for you as "tailored apps" belong to you. The license notice must remain the file headers but doesn't need to be made visible to end-users.

5. Independent Contractor Status

(a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.

(c) No Employee Benefits. Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.

6. Representations and Warranties. The Company and the Contractor respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.

7. Confidential Information

Contractor and its employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.

8. Intellectual Property

(a) Work Product. During the course of performing the Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Services it performs for Company.

(b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and exclusive property of Company.

(c) Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, Contractor with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Company all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.

(d) Moral Rights. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(e) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.

(f) Return of Property. Upon the termination of this Agreement, Contractor agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

9. Non-Solicitation.

During the term of this Agreement and for 1 year after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.

10. Term

This Agreement shall commence on the date and year first above written and shall continue for a period of 1 year unless earlier terminated in accordance with this Agreement.

11. Termination

(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 30 days from written notice of termination.

(b) Payment Upon Termination. The Company will pay Contractor for all Services performed by Contractor through the date of termination.

12. Indemnification

(a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:

(i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors,

(ii) Contractor's failure to perform any of its obligations under this Agreement, and

(iii) any act or omission of Contractor in connection with the Work.

(b) Notification. Company will promptly notify Contractor of any claim for indemnification.

(c) Survival. Contractor's obligations under this Section 10 shall survive termination or expiration of this Agreement.

13. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(c) Amendment. This Agreement may be amended only by written agreement of the parties.

(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

(e) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [JURISDICTION STATE], without regard to its conflict of laws rules.

(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF, the Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.

Mark Purser

COO – UNA Inc

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