Alee-Engarde-Club

Developer Agreement

​DEVELOPER AGREEMENT & INTELLECTUAL PROPERTY ASSIGNMENT

This agreement (“Agreement”) establishes the strict and legally binding terms and conditions governing the relationship between software developers, programmers, or independent contractors (“Developer” or “Contractor”) and [Your Company Name LLC] (“Company”, “we”, “platform”).

By submitting, uploading, or delivering any source code, script, program, plugin, or digital material to the Company, the Developer unconditionally acknowledges and accepts all the terms outlined below.

1. Total and Definitive Assignment of Copyright (IP Assignment)

  • 1.1. Exclusive Transfer: Upon submitting any code or digital material to the Company, the Developer assigns and transfers exclusively, perpetually, irrevocably, and universally all copyrights, intellectual property rights, commercial rights, and distribution rights associated with the respective work.
  • 1.2. Private Property: Once delivered, the code becomes the private and exclusive property of [Your Company Name LLC]. The Developer waives any right to resell, license, distribute, or publicly use the respective code in any form, in any other personal or commercial project, without the prior written consent of the Company.
  • 1.3. Modifications and Derivative Works: The Company holds the absolute right to modify, edit, audit, integrate, or create derivative works from the provided code, without requiring further notice or approval from the Developer.

2. “Work for Hire” Relationship

  • 2.1. Independent Contractor Status: The Developer acts strictly as an independent contractor. This Agreement does not create a partnership, joint venture, employment relationship, or agency between the Developer and the Company.
  • 2.2. Remuneration: All works are considered “Work for Hire”. The Developer’s compensation is project-based or according to a prior agreement established strictly between the parties.
  • 2.3. Zero Royalties: The Developer does not and will never have the right to claim percentages, royalties, commissions, or any form of profit-sharing from future sales, subscriptions, or revenue generated by the platform as a result of using or distributing the respective code, unless there is a separate written agreement explicitly signed by the legal representatives of the Company.

3. Guarantee of Originality and Indemnification

  • 3.1. Guarantee of Original Creation: The Developer firmly guarantees that any script, code, or program delivered is a 100% proprietary and original creation and does not infringe, copy, or misappropriate the copyrights, patents, trade secrets, or intellectual property of any third party.
  • 3.2. Exemption from Company Liability: If it is proven that the delivered material contains stolen code, violated licenses, or is the result of fraudulent activity, the Developer assumes full legal, criminal, and financial responsibility.
  • 3.3. Indemnification Clause: The Developer agrees to indemnify, defend, and hold harmless [Your Company Name LLC], its administrators, employees, and partners from any allegations, damages, lawsuits, fines, or financial losses resulting from third-party claims regarding copyright infringement caused by the code provided by the Developer.

4. Security and Confidentiality

  • 4.1. Clean and Secure Code: The Developer guarantees that the delivered programs do not contain viruses, backdoors, Trojan horses, hidden web scraping scripts, or any other type of malicious code designed to compromise the security of the Company’s servers or the confidentiality of the end-users (VIP Members).
  • 4.2. Non-Disclosure Agreement (NDA): The Developer is obligated to maintain absolute confidentiality regarding the technical architecture, payment methods, business strategies, and internal communications of the Company. Disclosure of this information to third parties will result in immediate legal action for the recovery of damages.

5. Jurisdiction and Dispute Resolution

  • 5.1. This Agreement is governed by and construed in accordance with the laws of the state in which [Your Company Name LLC] is registered (United States of America). Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by the competent courts in the respective jurisdiction.
  • 5.2. Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
  • 5.3. Entire Agreement: This Agreement constitutes the entire understanding between the Company and the Developer regarding the submission of code and supersedes all prior discussions, agreements, or understandings, whether oral or written.
  • By checking the acceptance box in the file upload form and submitting the code to the Company, the Developer confirms that they have read, understood, and accepted all the terms of this Agreement, thereby electronically signing this fully legally binding document.