The Stalirov&Co team drafted an outstaffing contract for an American IT company
About company and product
Jupser is a Delaware outstaffing company that develops web and mobile applications. The company’s R&D center is located in Ukraine.
Create safe business conditions for working with the team using their outstaffing model.
Design an outstaffing contract for clients from the USA and agree on the rules regarding payment requirements, deadlines, and task completion. Protect confidential information, and limit poaching of team members and competition.
Realization
IT lawyers describe the rules for team requests and processing
The client forms a written team request and sends it to the contractor. The request indicates the number and qualifications of specialists, as well as the tasks for them. The contractor processes and approves the request within 10 days from the date of its receipt.
The client drafts the SoW in writing and sends it to the contractor’s email. In the SoW, the client specifies the terms and scope of services to be performed by the contractor's team.
The client has the right to determine the priority of services and assign the appropriate status in accordance with the SoW. The contractor distributes the SoW among the project team based on the qualifications of the specialists.
We define the rules for setting statements of work
We define what constitutes a defect and add a debugging clause
A defect is an error that negatively affects the appearance, operation, or functionality of the software, but excludes any defects caused by:
◼client’s actions or omissions;
◼non-fulfillment of obligations under the contract by the client.
The team undertakes to correct defects within the time limits described in the SoW.
IT lawyers detail the payment procedure under the fixed price stated in the contract and add clauses to prevent delays in payment
The final cost of the provided services is submitted by the contractor and approved by the client based on the invoices and payment rates of the project team, which are specified in the SoW.
The client pays for the provided services within 15 calendar days from the date on which the invoice was received. If the invoice remains unpaid, the contractor may suspend or terminate the work of the team until the invoice is paid.
We set penalties for payment delay
In the event of a delayed payment, the client must pay the contractor a penalty in the amount of 12% of the cost of the total services provided by the team for each day of delay.
We determine the procedure and terms for the replacement of specialists
If the client has complaints about the team, for example, unprofessional conduct or a discrepancy in the specialist’s qualifications, the client must notify the contractor in writing and provide evidence of violations.
The contractor will consider a reasoned client’s request within 30 calendar days and, if the client's request is granted, will replace the specialist or team within 14 calendar days.
The parties agree that the contractor shall alienate to the client all exclusive rights to intellectual property objects, created during execution of the contract, after full payment for all services provided by the project team.
We define the procedure of intellectual property transfer and comply with the requirements of the US copyright law
IT lawyers define grounds for contract termination
The contract is terminated:
🔸upon expiration;
🔸at the initiative of one of the parties, subject to written notice not less than 30 calendar days before the date of termination;
🔸at the initiative of the contractor, subject to notifying the client at least 3 calendar days in advance in case the client violates his payment obligation;
🔸at the initiative of the client, subject to notification of the contractor at least 20 calendar days in advance in case of violation by the contractor of his obligations;
🔸by mutual agreement.
The contractor has the right to issue statements and press releases describing or referring to cooperation with the client, if that does not violate intellectual property rights and confidentiality rules. The prior consent of the client is not required.
The contractor has the right to publish the results of services in their portfolio or on their website, indicating Jupser as the author.
We set Jupser’s right to publish case details in their portfolio
We set Jupser’s right to use the company's internal solutions and create a knowledge base
The contractor is free to use their skills, know-how and expertise, as well as use and disclose any generalized ideas, concepts, methods, techniques or skills obtained and learned during performance of the contract, without disclosing the client's confidential information.
