Imonology Inc. Agreement of Provision for Software Consulting Service
Ver: 2020-03-04
(hereinafter Party A) uses software development consulting service (hereinafter Consulting Services) provided by Imonology Inc. (hereinafter Party B). Both parties hereby agree to the following terms:
- Definition of Consulting Service
“Development Consulting Service provided by Imonology” refers to the provision of customized service and assistance based on Imonology’s technology ImonCloud, which is owned exclusively by Party B, to fulfill software application requirements raised by Party A.
- Definition of Terms
(1) ImonCloud: Refers to software developed by and exclusive to Party B (including programs, related media, and written or digital files). It provides clients with server development and operating service based on clients’ computers and network. ImonCloud includes but is not limited to Scalra, VAST, and other software exclusive to Imonology.
(2) Development Consulting Service: Refers to software development, testing, document writing, and other relevant oral or written consulting services.
(3) Consultant: Refers to the professionals provided by Party B to assist in the fulfillment of requirements raised by Party A.
(4) Work Days: Refers to the days when the consulting service is provided by Party B. Party B provides services for Party A from Monday to Thursday. Unless a special agreement has been reached by both parties, Fridays, weekends, and public holidays are not included in Party B’s definition of “Work Days.”
(5) Appointed Consulting Time: Refers to the daily work time period agreed upon by both parties. It may be changed via negotiation between the parties according to the actual situation.
- Consulting Service Content
(1) Party B shall assist Party A to clarify and set out work goals, and shall report the progress to Party A every work day in writing.
(2) Party B shall provide Party A with at least one dedicated consultant for relevant work. The consultant shall be available to Party A during the appointed consulting time during every work day for discussion or appointments that are related to the work.
(3) Party B shall provide Party A with free, unlimited, and non-exclusive rights to use a specific version of the ImonCloud software for commercial purposes (including the rights to use, copy, or modify, but excluding the right to sell and other exclusive intellectual property rights) after the termination of the consulting service. Should Party A have further need to upgrade or maintain this service, the parties shall draft a new agreement pertaining to that purpose.
(4) Party B shall provide Party A with necessary technical training for the use of ImonCloud.
(5) For assistance with working content and goals that are expected to be provided by Party B to Party A, further clarification shall be made in the appendix of the agreement as a reference.
- Service Duration and Fees
(1) Party A will be charged NT$70,000 per week (tax included) during the service provision.
(2) The duration of the agreement starts when Party B receives the total amount of consulting fee from Party A and ends when the purchased weeks pass, or one year after the agreement starts.
(3) Party B will provide Party A with consulting service for a total of ______ weeks.
(4) By signing the agreement, Party A purchases Party B’s consulting service with a total payment (including discount) of NT$________ (tax included).
(5) After the termination of this agreement, Party A must pay an annual rate of NT$18,000 (tax included) to have Party B to maintain any delivered system. Maintenance service lasts for 1 hour per month. For extra maintenance hours, an additional hourly rate of NT$3,000 (tax included) will be charged.
(6) Maintenance hours are limited to work hours on a work day (09:00 – 17:00). The price will double if emergency maintenance is required on a non-work day (Friday to Sunday) or non-work hours (17:00 – 09:00 the next day).
- Payment
Party A shall pay service fees to Party B’s bank account via bank transfer or equivalent payment (such as via credit card or PayPal) before the provision of service. Party B shall send a digital receipt of payment to Party A within 2 business days after receiving the payment.
- Intellectual Property Rights
(1) Both parties shall respect the intellectual property related to the consulting service. Without written approval from the intellectual property owner, the intellectual property shall not be used in ways other than those that have been authorized in the agreement.
(2) Within the duration of this agreement and its following maintenance period, the intellectual property rights for any software developed by Party B or documents written by Party B that are the original or improved features or derivatives of ImonCloud, belong to Party B. The intellectual property rights for other software, or documents that are created as a result of the service in this agreement, belong to Party A. The scope of the original features of ImonCloud is subject to the available features on the signing date of this agreement and covers Party B’s intellectual property published on the following open-source websites:
(3) If any party violates abovementioned obligations, compensation shall be made to the intellectual property owner for any incurred damage according to the law. The compensation shall be no more than twice the amount of this service consulting fee.
- Termination of the Agreement
(1) If Party A fails to pay the fees stated in Article 5 to Party B, Party B may terminate this agreement at any time.
(2) If Party A chooses not to use consulting service provided by Party B, Party A may inform Party B of the termination of this agreement at any time.
(3) If the agreement is terminated, Party A shall not request a refund of any payment that has already been made.
- Amendment of the Agreement
No amendments shall be made without written approval from both parties. If amendment becomes necessary, it shall be made in writing. Other outstanding issues in this agreement shall be negotiated and revised by both parties.
- Resolution of Disputes
If any disputes or arguments arise from this agreement, the parties agree to resolve them with honesty. If not, the parties agree to choose Taiwan Taichung District Court as the first court for trials.
The Parties
Party A:
Tax ID:
Company Principal:
Address:
Contact Person: (Phone: )
E-mail Address:
Party B: Imonology Inc.
Tax ID: 53091802
Company Principal: Shun-Yun Hu
Address: 10F.-1, No.347, Sec. 2, Heping E. Rd., Da’an Dist., Taipei City 106, Taiwan
Contact Person: Shun-Yun Hu
E-mail Address: [email protected]
Date: ____