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Early Adopters Grant Contract for Work and Services

This IKS Early-adopters Grant Contract for Work and Services is entered into by and between Salzburg Research Forschungsgesellschaft m.b.H. (the “Customer”), and Mr. xxxx ……. …….……. (“Contractor”), as follows:

1. Subject matter of the Contract

This contract is part of the external Early-adopter evaluation phase of the EU IST FP7 project (231527) Interactive Knowledge Stack. The Contractor is asked to enter this contract to participate as an early-adopter of the Interactive Knowledge Stack results. As an early-adopter the Contractor agrees to perform the following work and services:

A. Participate in IKS training programme

  • The Contractor (technical staff) must attend at least one dedicated two-day early-adopters IKS workshops. As an open source project IKS will make specifications, code and documentation of the Interactive Knowledge Stack freely available.
  • The Contractor will receive support online and by telephone from the IKS developers of the relevant components. This support will include tutorial about methodology, specifications and software of the Interactive Knowledge Stack.

B. Integrate and Test IKS Components in CMS

  • The Customer will provide a set of IKS components to the Contractor, for evaluation
  • The Contractor will integrate at least two of these components into their CMS. The components can be chosen according to the Contractor’s needs, but must be named in advance of integration.
  • After integration, the Contractor will report on any compatibility and interoperation issues arising from the integration. The Customer may use a questionnaire or other technique to elicit such issues.
  • The Contractor will provide access to a demo system with the integrated components running for validation by IKS researchers. Access must be possible until the end of the overall IKS project.

C. Provide end-user validation and Report on Results

  • The Contractor’s technical staff and end-user representative e.g. product marketing manager use and assess the overall system with the integrated Interactive Knowledge Stack components.
  • The Contractor’s technical staff and end-user representative produce a validation report for which there will be a template and which maybe conducted as a structured interview.
  • Early-adopters are encouraged to report integration of Interactive Knowledge Stack component/s into end-user running systems.

D. Use of Validation Results

  • The Customer is entitled to name the Contractor as an early adopter and to publicise results of the validation exercise.
  • Likewise the Contractor is entitled to also name IKS and to publicise liaison with IKS.

2. Performance of Contract

The project shall be implemented by the Contractor being free to organise his/her time. During the term of the Contract the Contractor shall coordinate with the Customer with respect to the required steps, and shall inform the Customer of the planned measures. Upon request, the Customer shall be permitted to inspect the results on hand at the respective time.

The terms of the contract are:

  • start of contract (date)
  • selection of components will be done by ...
  • selected components are ...
  • integration will be done by ...
  • demo system will be available on ...
  • interview will be conducted by ...
  • end of contract (date)
  • the remuneration for this contract will be ... Euro.

3. Remuneration

Grants will be a minimum of 5 000 and maximum of 7 000 Euro. The exact remuneration for this contract will depend on the complexity of the validation to be determined between the two parties before the validation phase.

This amount shall be paid after the services agreed upon have been provided free from defects and after invoicing by the Contractor by transfer to a bank account to be specified by Contractor. Invoicing will take place in two instalments:

  • Advance payment of 2 000 Euro upon signing the contract.
  • Final payment upon fulfilment of all contractual obligations.
  • Non-fulfilment of the contract necessitates the repayment of the advance payment.

The remuneration is paid to the Contractor excluding respective VAT. The payment remunerates the Contractor for his entire activity. He is not entitled to any further reimbursement of expenses or costs.

4. Tax liability

The Contractor takes note of the fact that this Contract for Work and Services does by no means give rise to employment with the Customer, and that consequently he/she shall pay any and all taxes and charges himself/herself and shall fully indemnify the Customer in this respect.

5. Exploitation

The Contractor agrees that the results achieved by his/her activity according to Clause 1 can be exploited jointly or separately by both Customer and Contractor. In addition the Contractor waives any claim whatsoever going beyond the remuneration agreed upon which may be derived out of this contract on whatever legal ground.

6. Secrecy

The Contractor shall observe strict secrecy towards third parties with respect to the trade and business secrets of the Customer and its group of companies. This obligation shall apply prior to commencement, during, and after the term of the Contract.

There shall be no obligation of secrecy under the Contract if and to the extent that the Contractor proves that the confidential information

  • is generally known, or
  • has become generally known without the Contractor’s fault, or
  • has been or is acquired lawfully by a third party.

Disclosure of confidential information to third parties engaged for partial tasks shall be permitted only to the extent this is required for performing the partial task. In any such case, the Contractor shall transfer the obligation of secrecy to his/her subcontractor.

7. Liability and warranty

The Contractor assumes liability that the intellectual property right and/or know how and/or information used by him/her in whatever way to achieve the goal of the project, and the work performed by him/her shall not infringe against any third-party rights. Should any claim be asserted against the Customer by a third party in connection with the use of any such intellectual property rights and/or know how and/or information made available and/or any work of the Contractor the latter undertakes to fully indemnify and hold harmless the Customer in this respect.

8. Termination of Contract

The Customer may terminate the contract with immediate effect in case of delays in meeting deadlines to be attributed to the Contractor, if the total delay is in excess of two weeks.

Upon termination of Contract, the Contractor undertakes to return any and all information received from the Customer including any and all copies.

Furthermore, upon the Customer’s request the Contractor shall grant the Customer access to the results of the project work carried out so far.

The Customer shall be entitled to any and all rights in the results achieved under this Contract for Work and Services.

9. Miscellaneous

  • 9.1. Any modifications of and amendments to this Contract including this clause shall be valid only when made in writing.
  • 9.2. This Contract finally regulates the legal relations between the parties hereto. Any agreements or declarations of intent or knowledge made when concluding this Contract as well as any other circumstances of legal relevance shall cease to be effective upon signature hereof.
  • 9.3. Any and all legal questions arising out of or in connection with this Contract, including the question of whether it has been validly formed, and its preliminary or subsequent effects shall be subject exclusively to Austrian law.
  • 9.4. Should any provisions of this Contract be or become invalid or unenforceable this shall not affect the remaining provisions hereof. These provisions shall be replaced with valid and enforceable provisions achieving the intended economic purpose to the largest extent possible. Any disputes shall be settled by the court having subject matter jurisdiction for the headquarters of the Customer, consequently. The place of performance is the registered seat of the Customer in A-5020 Salzburg. Any disputes concerning this Contract including the issue of its valid conclusions and its pre- and post-contractual effects are exclusively decided by the competent court, in whose district the Customer has his registered seat – A-5020 Salzburg, at the discretion of the Customer also the competent court, in whose district the Contractor has his registered seat, an establishment or assets.

……., …….
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