Veres One Maintainer Agreement Overview
The Veres One Maintainer Agreement is designed to ensure that the organization charged with maintaining the Veres One technology platform does so in a way that supports the communities that depend on the ledger as directed by The Board of Governors.
There are a number of goals that the maintainer agreement is designed to achieve:
- The Maintainer is a self-directed organization that is expected to uphold the Veres One Mission, ensure the technical correctness of the Veres One ledger software, and support the proper operation of the network.
- If the current Maintainer fails to uphold its duties, it may be replaced by another more capable organization at the discretion of the Board of Governors.
- The Maintainer may make as much as a 20% profit, but is expected to keep costs low in order to ensure the long-term cost effectiveness of the Veres One ledger.
- Communication between the Board of Governors and the Maintainer must be done publicly, with minor exceptions when dealing with extremely sensitive security or legal issues.
Veres One Maintainer Agreement
This Software Maintenance Agreement is made effective as of March 01, 2018, by and between The Veres One Project ("Veres One Project" or "Service Recipient") of VERES_ONE_PROJECT_ADDRESS, and Blockchain Architectural Services LLC ("Maintainer" or "Service Provider") of 203 Roanoke Street W, Blacksburg, Virginia 24060.
DESCRIPTION OF SERVICES
Beginning on __________________________________ (the "Effective Date"), Veres One Maintainer will provide to the Veres One Project the following services (collectively, the "Services"):
Software design, development, and deployment services as required for the proper operation of the Veres One Network or as directed by the Veres One Project Board of Governors. Communication of issues and desired features will be performed via the Veres One Project issue trackers located under:
ACCESS TO DATA AND SYSTEMS
On request, Service Recipient agrees to provide Service Provider with printouts of the Software or of data in storage that exhibits evidence of a programming error. Recipient further agrees to provide Service Provider with access to Service Recipients data and systems and sufficient computer time to enable Service Provider to duplicate the problem, determine that it results from the Software, and, after corrective action or replacement has taken place, determine that the problem has been alleviated.
NO PROPRIETARY RIGHTS
Service Recipient and Service Provider acknowledge and agrees that corrected or replacement Software and associated documentation fall under the Veres One Software Licensing Agreement which ensures that the system and Veres One Network remain under the Veres One Community Software License, and patent and royalty-free.
Service Provider shall not be obligated to provide support services pursuant to this Contract with respect to any modifications of the Software made by Service Recipient or to any computer program incorporating all or any part of the Software. If Service Provider corrects defects or problems attributable to errors made by Service Recipient or corrections or modifications made by Service Recipient, Service Recipient agrees to pay Service Provider the Service Providers then current standard rates for time and material.
In consideration of the services to be performed by the Service Provider, the Client agrees to compensate the Service Provider for the services rendered as follows:
Payment shall be made to Blockchain Architectural Services LLC on a monthly basis per the funding allocation model as determined on a yearly basis by the Board of Governors. Service Provider's fees for the services specified in Paragraph 2, above, and for any additional services, will be communicated to the Board of Governors before yearly funding allocation decisions are made.
Any additional services not specified in Paragraph 2, above, will be charged to Client on an hourly rate basis at Service Provider's standard hourly rate of $175.00 per hour.
Service Provider agrees that all travel and other incidental expenses, including meals, telephone charges, and shipping costs, incurred in connection with Service Providers performance of its duties under this Contract are internal costs and are not covered by Service Recipient.
In addition to any other right or remedy provided by law, if Veres One Project fails to pay for the Services when due, Maintainer has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
Service Recipient shall be responsible for all sales or use taxes or any other taxes, fees, or duties imposed by federal, state, local, or other governments or governmental entities on or with respect to the services rendered or property provided by Service Provider pursuant to this Contract.
This Contract will remain in effect for a period of five years.
Upon termination of this Contract, Maintainer will return to Veres One Project all records, notes, documentation and other items that were used, created, or controlled by Maintainer during the term of this Contract.
Maintainer shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Maintainer's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Veres One Maintainer on similar projects. Service Provider shall not be liable for any delay in performance directly or indirectly resulting from acts of Service Recipient, its agents, employees, or subcontractors.
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
e. The occurrence of a default on the part of the Service Recipient of the Contract pursuant to which Service Recipient obtained the Software.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 90 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
This Agreement shall be signed on behalf of Veres One Project by __________________________________ , Chairperson of the Board of Governors and on behalf of the Maintainer by Manu Sporny, Managing Director and effective as of the date first above written.
Member, Board of Governors, The Veres One Project
Manu Sporny, Managing Director, Blockchain Architectural Services LLC