NOTE: This agreement is released under the terms of the MIT license. See https://opensource.org/licenses/MIT.
NOTE: This agreement assumes an individual as the Grantee and that they receive their grant in tranche payments.
This Open Source Developer Grant Agreement (this “Agreement”) is dated [DATE] between:
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[NAME OF GRANTOR], whose principal address is at [ADDRESS] (Grantor) [Note: Jurisdiction of Grantor to be considered when deciding governing law and arbitration location in Clause 8.]
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[NAME OF RECIPIENT], [Note: Insert nationality and passport number] whose principal address is at [ADDRESS] (Grantee)
A. The Grantor has agreed to pay [Note: Insert amount] (the “Grant”) to the Grantee to assist the Grantee in undertaking work relating to the development of [OPEN SOURCE PROJECT NAME] and its related protocols.
B. The Grantee has agreed to receive the Grant subject to the terms and conditions set out in this Agreement.
1.1. Subject to the conditions set forth in Clause 2, the Grantor shall pay the Grant to the Grantee [monthly in 12 equal US Dollar denominated instalments] in accordance with Schedule 1 [Note: Insert in Schedule 1 the payment dates and amounts to be paid.]
1.2 Each portion of the Grant shall be paid into a bank account in the name of the Grantee as follows: [Note: Insert account details of Grantee for receiving the Grant.]
2.1 Without limitation to the Grantor’s rights and remedies under contract or law, the Grantor’s obligation to make any payments of the Grant shall be subject to the Grantee:
2.1.1. Not being in breach of any term of this Agreement;
2.1.2 Continuing, in the reasonable opinion of the Grantor, to work on projects related to [OPEN SOURCE PROJECT NAME];
2.1.3. Ensuring all work product generated from this agreement is made available through an open source software licence without restriction;
2.1.4. Complying with applicable laws and regulations, or not having committed any action or inaction which in the reasonable opinion of the Grantor may result in the Grantee being in breach of applicable laws and regulations;
2.1.5. Not undertaking activities that are likely to bring the reputation of the Grantor into disrepute;
2.1.6. Promptly disclosing to the Grantor details of any other grants, gifts or other payments received related to development work; and
2.1.7 Submitting a short report to the grantor every 6 months, which is intended to be published under an open source license. The reports should relate to the development work conducted by the Grantee and be produced up to a suitable standard, although there is a degree of flexibility as to the subject matter of the report. The final decision as to the suitability of the content will be determined by the Grantor.
2.2 Grantor confirms that the funding of the Grant to the Grantee is not subject to any conditions other than those set out in Clause 2.1, and in particular the Grantee shall be entitled to choose the projects and other assignments to be undertaken relating to the Open Source Software Development at his/her sole discretion.
3.1. This Agreement constitutes a contract for the grant of funding and not a contract of employment and accordingly the Grantee shall be fully responsible for and shall indemnify the Grantor and each and any affiliate of the Grantor in respect of the Grantee's own tax wherever arising and any other liability assessment or claim arising from or made in connection with the performance of this Agreement and shall further indemnify the Grantor against all reasonable costs and expenses and any penalty fine or interest incurred or payable by the Grantor in connection with any such liability assessment or claim made against the Grantor or its affiliates in such respects. The Grantor may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments of the Grant to be made by the Grantor under this Agreement.
3.2. Nothing in this Agreement shall constitute or be construed as constituting or establishing any partnership or joint venture between the parties hereto for any purpose whatsoever.
3.3. Nothing in this Agreement shall render the Grantee an employee, agent or partner of the Grantor and the Grantee shall not hold out as such. At no time shall the Grantee hold him/herself out as having authority to bind the Grantor.
4.1. Except where otherwise specified and subject to early termination as set out in Clauses 4.2 and 4.3, the terms of this Agreement shall apply from the date of this Agreement until the Grant has been paid in full to the Grantee.
4.2. Either party shall be entitled to terminate this Agreement by giving not less than two months written notice.
4.3. The Grantor shall be entitled to terminate immediately by giving written notice upon the occurrence of any of the following events:
4.3.1. The Grantee is not, at any time, in compliance with any of the conditions set forth in Clause 2.1; or
4.3.2. The Grantee is subject to any bankruptcy, insolvency, winding up or similar order, petition, motion or action.
4.4. Upon expiry or termination of this Agreement, this Agreement shall cease to have any further force and effect except that Clauses 3, 4.4 and 5 to 8 shall survive. Termination or expiry of this Agreement shall not affect any rights or remedies accruing to a party prior to such termination or expiry.
5.1. Each party shall during the term of this Agreement and thereafter keep secret and confidential all business, technical or commercial information relating to the other party (collectively, “Confidential Information”) disclosed to it as a result of or in relation to this Agreement and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of this Agreement or save as expressly authorised in writing by the other party.
5.2. The obligation of confidentiality contained in Clause 5.1 shall not apply or shall cease to apply to any Confidential Information which:
5.2.1. at the time of its disclosure by the disclosing party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving party;
5.2.2. is already known to the receiving party as evidenced by written records at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence; or
5.2.3. is at any time after the date of this Agreement acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of the obligations owed by that party to the disclosing party.
5.3. Neither party shall make any announcement in respect of the subject matter of this Agreement without the prior written consent of the other party.
The Grantee warrants, undertakes and agrees that:
6.1. he/she shall at all times comply with all applicable laws;
6.2. all financial and other information concerning the Grantee which has been disclosed to the Grantor is true and accurate; and
6.3. he/she is not subject to any contractual or other restriction which may prevent or materially impede him/her from receiving the Grant or meeting his/her obligations herein.
7.1. The Grantor may retain or set off any sums owed to it by the Grantee which have fallen due and payable against any sums due to the Grantee under this Agreement.
7.2. The Grantee may not, without the prior written consent of the Grantor, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement.
7.3. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the party shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.
7.4. This Agreement supersedes all prior agreements, written or oral, between the Grantee and the Grantor relating to the subject matter of this Agreement.
7.5. This Agreement may not be amended or modified in whole or in part, except by an agreement in writing signed by the Grantee and the Grantor.
7.6. All notices and other communications in relation to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant party, as referred to above or otherwise notified in writing. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-working day or after 5.00 pm on any working day they shall be deemed received on the next working day) and if mailed all such communications shall be deemed to have been given and received on the second working day following such mailing.
This Agreement is governed by and shall be construed in accordance with [Insert relevant jurisdiction] law. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the [Insert relevant jurisdiction] Arbitration Centre under the [Insert relevant jurisdiction] Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be [Insert relevant jurisdiction] law. The seat of arbitration shall be [Insert relevant jurisdiction]. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
The parties hereto have executed this agreement as of the date first written above:
Signature:
Name:
Title:
Date:
Signature:
Name:
Date:
[Note: Insert payment dates and amounts for Grant.]