Apps for good_agency_agreement_april_2013 final


Published on

Published in: Technology
  • Be the first to comment

  • Be the first to like this

No Downloads
Total views
On SlideShare
From Embeds
Number of Embeds
Embeds 0
No embeds

No notes for slide

Apps for good_agency_agreement_april_2013 final

  1. 1. Template Agency Agreement for the Apps for Good Awards Winners 2013This agreement is dated [INSERT DATE] 2013BETWEEN:(1) CDI Apps for Good, a company incorporated and registered in England and Wales with company number 06560779, and a UK registered charity with charity number 1133656, whose registered office is at 62 Wilson Street, London EC2A 2BU ("CDI")AND(2) [INSERT FULL NAME] of [INSERT FULL ADDRESS AND POSTCODE](3) [INSERT FULL NAME] of [INSERT FULL ADDRESS AND POSTCODE] on behalf of[INSERT FULL NAME] of [INSERT FULL ADDRESS AND POSTCODE]1((2) to ([3]) inclusive collectively the "Team")INTRODUCTION:(A) CDIs mission is to empower young people through technology, so that they can improve their own lives and the communities around them. This mission is implemented through the Apps for Good programme by enabling teachers and other educators to run courses with young people on building applications for mobile devices.(B) By the end of each course, each team of students will have completed 5 steps: (1) problem definition; (2) market research; (3) solution design; (4) product design; and (5) build & test, and will have learnt about the software product development process. Most teams will have prototypes of an app, but not a fully developed professional app.(C) The aim of CDI’s “Apps for Good Awards Apps Competition 2013" (the "Competition") is to bridge this development gap by identifying the best apps (i.e. selected winners across eight (8) different thematic categories) and matching them with a professional software developer to create a professional app based on the team’s Proposed App (as defined below).(D) In order to make this process transparent, effective and manageable for everyone, CDI will become the sole and exclusive agent for the winning teams for a set period of 12 months (which may be extended based on mutual consent). CDI’s role as an agent will include responsibility for the development and distribution of the App (as defined below) throughout the world, while the team will continue to have control over key pricing and design decisions and will continue to own all rights in the App.(E) If the App becomes commercially successful, there will be a split of revenues between the Team and CDI similar to the approach used by the commercialisation arms of leading UK universities (which share income with inventors).1 Use (2) where a member of the Team is 18 years of age and use (3) where a parent / guardian is signing on behalf of aTeam member who is under 18 years old 1
  2. 2. IT IS AGREED AS FOLLOWS:DEFINITIONS AND INTERPRETATIONIn this Agreement (except where the context otherwise requires) the following words shall have the following meanings: Agreement means this agreement, including its Schedules; App means the mobile application developed by the Developer based on the Proposed App; Application Store means any portal through which mobile applications can be distributed, including (but not limited to) Apples App Store, Blackberrys App World and the Android Market; Commencement Date means the date on which the last party to do so executes this Agreement; Competition has the meaning given in paragraph (C) of the Introduction; Developer has the meaning given in clause 0 below; Intellectual Property Rights means all intellectual property rights, including patents, utility models, trade marks, database rights, rights in designs and copyrights (including rights in computer software), whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these (including any data or know-how constituting a trade secret) which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions; Member means a person listed as a member of the Team in the original entry to the Competition; Net Revenue means the total amount received by CDI from the distribution of the App via the Application Stores (if any) (including, without limitation, any revenue derived from in-App purchases or advertising in the App) but excluding any Application Store Commission (as defined in clause 0); Proposed App the proposed mobile application which was the subject of the Teams entry into the Competition, the description of which is set out in Schedule 1; and Term has the meaning given in clause 0 below. 2
  3. 3. Clause and Schedule headings shall not affect the interpretation of this Agreement.References to clauses and Schedules are to the clauses and Schedules of this Agreement.A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made from time to time under that statute or statutory provision.Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.Words in the singular shall include the plural and in the plural include the singular.Reference to one gender shall include a reference to the other genders.APPOINTMENTEach Member hereby appoints CDI as its sole and exclusive agent to develop, distribute and promote the App throughout the world on the terms and conditions of this Agreement and CDI hereby accepts the appointment on those terms and conditions.No Member shall, during the Term, appoint or enter into a contract with any other person or company to develop, distribute or promote the App without the consent of CDI.As part of its appointment, CDI shall be entitled to: subcontract any of its obligations and/or sublicense any of its rights under this Agreement; and/or appoint any third party to carry out any of its obligations hereunder (including, without limitation, the Developer); and/or act in any way it deems reasonable to comply with its charitable mission, being: to develop the capacity and skill of members of socially and economically disadvantaged communities in such a way that they are better able to identify, and help meet, their needs and to participate more fully in society; and to advance education for the benefit of the public in particular but not exclusively by the establishment of information technology and citizens rights schools in the UK and elsewhere.CDIS OBLIGATIONSCDI shall, at all times during the Term: act towards each Member conscientiously and in good faith; carry out its obligations in such manner as it thinks best to promote the interests of the Team; and 3
  4. 4. develop and distribute, or procure that third parties develop and distribute, the App with all due care and diligence.CDI shall enter into agreements with the operators of Application Stores for the distribution of the App. Each Member acknowledges and agrees that such agreements shall be on the standard terms and conditions of the relevant operator of the Application Store and that CDI is not in a position to negotiate such agreements.Without prior reference to any Member, CDI shall select a suitably skilled and experienced software development company (the "Developer") and shall do what it reasonably can to negotiate, conclude and enter into an agreement with the Developer for the development of the App to a standard which, in CDIs sole opinion, is suitable for distribution via an Application Store.CDI shall keep the Team informed of the identity of the Developer and the progress of the App.CDI shall pay the Developers fees (if any) and other initial costs involved in making the App ready for launch and distribution via the selected Application Stores. After this, any further costs during the Term will be agreed between CDI and the Team.DISTRIBUTION OF THE APPOnce the App (in CDIs reasonable opinion) is ready, CDI shall ensure that it is made available via the selected Application Stores.The Team will decide the initial price of the App, with the guidance of CDI, and will inform CDI of any changes it wishes to make to this price.Each Member acknowledges and agrees that a commission fee may be payable to an Application Store on which the App is distributed, chargeable at the rate set out in such Application Stores standard terms and conditions as amended from time to time ("Application Store Commission").If there is a fault or defect with the App, CDI may remove the App from any Application Store until such time as CDI is satisfied that the fault of defect has been corrected and that the App is suitable for public distribution.MEMBERS OBLIGATIONS AND PROMISESEach Member shall, at all times during the Term: act fairly and honestly towards CDI and the other Members of the Team; assist the Developer in the development and maintenance of the App, as requested from time to time by CDI; promptly respond to any requests for assistance or information from CDI or the Developer, it being understood that any delay in providing such assistance or information will cause a delay to the development, launch and/or operation of the App; and 4
  5. 5. not communicate directly with the Developer without the prior consent of CDI.Each Member confirms and agrees that: all Intellectual Property Rights (e.g. copyright) in the Proposed App and the App are, and will continue to be, jointly owned by each Member and that no other party has any interest in the Proposed App or the App; the Proposed App is the sole work of the Team and does not copy or include any materials belonging to a third party; all Members have, and will continue to have, an equal stake in the ownership of the Proposed App and the App, irrespective of the level of involvement of any Member in creating the Proposed App and the App; and each Member is either (i) 18 (eighteen) years of age or over at the date of this Agreement, or (ii) represented under this Agreement by a duly authorised parent or guardian.COMPENSATIONEach Member shall be responsible for any losses, expenses or other costs incurred by CDI as a result of any of the statements in clause 0 being untrue except to the extent that such losses, expenses or costs are caused by CDI.CDI shall notify the Team if it becomes aware of a matter falling under clause 0 and will (if requested by a Member) provide non-legal advice on how to manage such matter.PAYMENTSWithin five (5) working days following the end of each calendar quarter during the Term, CDI shall send to each Member at the address specified on page 1 of this Agreement (or such other address notified to CDI for this purpose) a statement showing the Net Revenue received by CDI for that calendar quarter.Within ten (10) working days after the end of each calendar quarter during the Term, CDI shall distribute the relevant share of Net Revenue to: (1) each Member; and (2) the School as set out in Schedule 2.All payments to Members shall be made directly to the relevant Members bank account, or to the bank account of the relevant Members parent/guardian, as notified to CDI from time to time.Unless otherwise specified, all sums payable under this agreement to a Member and a School are stated inclusive of any value added tax.If any dispute arises as to the amounts payable to a Member by CDI, it shall be referred to CDIs auditors for settlement and their certificate shall be final and binding on all parties. 5
  6. 6. ADVERTISING AND PROMOTIONCDI shall promote the App as it sees fit, and without obligation to incur any expense in the promotion of the App.CDI has the right, at its sole discretion, to sell advertising in the App or to appoint a third party to sell advertising in the App.The loading screen and the "about" section of the App, as well as any advertising, promotional, sales and marketing materials featured on or in association with the App must include CDIs logo and the logo of the company that sponsored the relevant category in the Competition.ANTI-BRIBERYCDI shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti- corruption, including (but not limited to) the Bribery Act 2010 ("Relevant Requirements").CDI shall have and maintain in place throughout the Term its own policies and procedures, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.INTELLECTUAL PROPERTYCDI will use its reasonable endeavours to ensure that its agreement with the Developer contains provisions assigning and/or licensing all Intellectual Property Rights in the App to the Members.CDI acknowledges that it does not own any Intellectual Property Rights in the Proposed App and the App.Each Member grants to CDI a royalty-free licence to use all Intellectual Property Rights in the App as required to allow CDI to carry out its obligations hereunder.CDI may sublicense the rights granted under clause 0 to third parties (including without limitation the Developer) as required to allow CDI to carry out its obligations in this Agreement.CDI accepts that: it is only permitted to use the Intellectual Property Rights in the App and Proposed App during the Term; and it shall have no other right to use or to allow others to use the Intellectual Property Rights in the App and the Proposed App.CDI shall not seek to register any Intellectual Property Rights on behalf of the Members.PERSONAL DATA CONSENT Each Member, and (where applicable) a Members parent/guardian, hereby consents to CDI using his/her name, picture, age and Team name in materials relating to the 6
  7. 7. Competition available in any media now known or hereafter developed (including, without limitation, in the press, on the internet and on social media websites) and for presentation in public exhibition spaces.DURATION AND TERMINATIONThis Agreement shall come into effect on the Commencement Date and, subject to early termination under clause 0, shall continue in force for a term of 12 (twelve) months ("Term").CDI, on the one hand, or all of the Members (acting jointly), on the other hand ("Non-Defaulting Party") may terminate this Agreement (without prejudice to any other rights and remedies) with immediate effect by written notice to the other party(ies) ("Defaulting Party") if: the Defaulting Party commits a material breach of any of its obligations under this Agreement and, if the breach is capable of remedy, fails to remedy it during the period of thirty (30) days starting on the date of receipt of notice from the Non- Defaulting Party specifying the breach and requiring it to be remedied; and where CDI is the Defaulting Party, if it becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium.CONSEQUENCES OF TERMINATIONThe parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to those which have accrued to either party prior to termination or expiry save that clauses 0, 0 and 0 together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.On termination or expiry of this Agreement: CDI shall remove the App from the Application Stores; and CDI shall give to the Members the application package file ("APK") of the App. For the avoidance of doubt, should the Members wish to distribute the App once they are in possession of the APK, they are free to do so provided that they remove all CDI logos and branding and the logos and branding of the sponsor from the App before distributing it. 7
  8. 8. ASSIGNMENT This agreement is personal to each Member. No Member may transfer his rights and obligations under this Agreement to anyone else.NOTICES Any notice given under this Agreement shall be in writing and served by hand, prepaid first class recorded delivery (including without limitation special delivery) or first class registered post or prepaid international recorded airmail to the relevant addressee at the address referred to on page 1 of this Agreement or such other address as the relevant party may designate to the other in writing from time to time. Any such notice shall be deemed to have been served at the time of delivery. For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by email.GENERALThe Members are entering into this Agreement jointly meaning that any one Member can be held responsible for the actions of all other Members.Nothing in this Agreement shall create or be deemed to create a partnership, joint venture relationship between CDI and any Member and no party shall have authority to bind any other party in any way unless expressly provided otherwise in this Agreement.No provision of this Agreement shall be modified or varied without the written consent of the parties. For the avoidance of doubt, no modification or variation of this Agreement shall be valid if made by email.If a Member breaches this Agreement and CDI takes no action against him, CDI will still be entitled to use its rights and remedies in any other situation where that Member or any other Member breaches this Agreement.Except for any person entering into this Agreement on behalf of a Member, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.CDI will do its best to resolve any disputes over this Agreement. If a Member wishes to take court proceedings against CDI, that Member must do so within the United Kingdom. Relevant United Kingdom law will apply. 8
  9. 9. This Agreement has been entered into on the date of the last signature entered below.Signed on behalf ofCDI APPS FOR GOOD LIMITEDBy: ……………………………………………………… ……………………………………………………… (Print Name) DATE ……………………………….[NAME OF MEMBER] Either I confirm that I am 18 (eighteen) years old or over, I have read and understood this Agreement and, in particular, give my consent to clause 0. Signed by ………………………………………………………. ………………………………………………………. (Print Name) DATE ………………………………. Or I confirm that I am duly authorised to enter into this Agreement on behalf of this Member (who is under eighteen (18) years of age), I have read and understood this Agreement and, in particular, give consent to clause 0. Signed by ………………………………………………………. ………………………………………………………. (Print Name) DATE ………………………………. Relationship to Member ………………………………………………………. 9
  11. 11. SCHEDULE 2 DISTRIBUTION OF NET REVENUE Members (jointly) School CDI NET REVENUE (%) (%) (%) £0 - £20,000 90 2.5 7.5£20,001 - £60,000 70 7.5 22.5£60,001 - £100,000 50 12.5 37.5 Over £100,001 33.3 16.7 50 11