The Stalirov&Co team drafted the outstaffing services agreement between Kennersoft and a customer from Germany
About company and product
Kennersoft is an outsourcing company from Germany that develops software solutions for E-Commerce and technology companies.
Kennersoft was named one of the Top B2B Companies in 2019 and one of the Top Advertising & Marketing Agencies in 2018 by Clutch.
Formalize work with the clients from Germany, according to the dedicated team business model, and with the Ukrainian developers.
🔸Develop an international outstaffing contract with the clients.
🔸Create a contractual template for Kennersoft to use with developers.
🔸Structure the process for replacing developers on projects.
Realization
IT lawyers define the subject of the contract according to the dedicated team business model
The subject of the contract is the selection of independent contractors within the client's team.
The form of remuneration for services rendered is a fixed price with the possibility of additional charges under the time & material model. The parties determine the monthly budget for the payment of services when requesting the formation of the independent contractor team.
We determine the fixed price payment model and include the possibility of payment according to the time & material model for additional services
We define the rules for invoice payment
◼The client pays for the contractor's services within 7 calendar days from the date of an invoice. If the client has comments or claims on provided services, he/she sends justified comments to the contractor within 7 calendar days from the date the invoice was received.
◼In the invoice the contractor determines the cost of the rendered services. If the services are in excess of the previously agreed upon scope of work, the client undertakes to pay for additional hours spent by the development team.
◼The invoice paid by the client is a confirmation of the proper delivery of services by the contractor and the development team.
IT lawyers establish penalties for violation of the payment schedule and add a clause to provide the possibility to suspend the project if the client fails to pay for services
If the clients violate their obligation to pay for provided services, they must pay a fine of 0.1% of the cost of the provided services for each day of delay.
The contractor has the right to suspend the provision of services if the client fails to fulfill its obligation to pay for the provided services for more than 14 calendar days.
We describe the procedure for replacing developers
◼The contractor has the right to replace the development team without the consent of the client, so long as they report it 30 days before the planned replacement.
◼The software development company is required to consider a well-reasoned letter from the client concerning the replacement of the team within 14 calendar days from the receipt of the notification.
◼The contractor reserves the right to initiate a change in the monthly remuneration for the services if it is necessary to replace a member of the team.
We restrict the client from poaching members of the IT contracting team
During the term of the contract and 12 months after its termination, the client undertakes not to hire or offer work to any member of the contractor's team.
The contractor transfers to the client exclusive rights to intellectual property objects created by the development team after full payment of services.
The client may sell or otherwise alienate intellectual property rights in any form, by any means, and without any restrictions, indefinitely worldwide.
IT lawyers determine a procedure for intellectual property transfer
We implement a disclaimer
Every member of the development team is personally responsible for the services provided to the client. The contractor does not guarantee the absence of defects or errors in the products delivered by the development team.
The contractor is free to use their skills, know-how and expertise, as well as use and disclose any generalized ideas, concepts, methods, and techniques obtained and learned during the fulfillment of the contract, without disclosing any of the client’s confidential information. The skills and methodology used in this project remain the property of the contractor.
We codify the rights of the client and the contractor regarding the knowledge base, internal solutions, paid licensed products, and open source solutions
