Proposed general purpose contract -- simple version

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Beathan
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Proposed general purpose contract -- simple version

Post by Beathan »

Prime Contract

1. This Contract is between the Confederation of the Democratic Simulators ("Owner") and ________________("Contractor"). The Contractor will construct, on behalf of the Owner, a project consisting of __________________________________ “project”. The project is located at ___________________________.

2. Scope of Work: Contractor will furnish all labor, prims, textures, scripts, intellectual property, and other intangible or virtual items to complete in a first- class and workmanlike manner the following work:

The Contractor’s Scope of Work, without limitation, specifically excludes the following work:

3. Boundaries: Owner will supply Contractor with a description of the property and, if requested by Contractor, Owner will supply Contractor with prims in place marking the boundaries of the project area and any setbacks imposed by design, CDS Code, or other legal or aesthetic considerations.

4. Descriptions, Drawings and Specifications: The project will be constructed according to descriptions, drawings and specifications which were provided to Contractor by the Owner, if any. These descriptions, drawings and specifications are hereby made a part of this Contract. The Contract, drawings and specifications are intended to supplement each other. In case of conflict, however, Contractor shall request clarification from the Owner and shall, if requested by Owner, provide demonstrations of the alternative builds, scripts, prims, textures or designs.

5. Time for Completion of Work: Within ____ days after the execution of this Contract, Owner will have the jobsite ready for commencement of construction, and shall give Contractor notice to commence work. Contractor shall commence work within ____ days after such notice, and shall complete the work within _____________ calendar days after commencement

6. Intellectual Property: Contractor will provide Owner with an Assignment and Release of Contractor’s Intellectual Property in the finished work and in the work in place as it is done. This Assignment and Release will be under the terms set forth in Owner’s Standard “IP Assignment and Release” document, the terms of which are herein incorporated by reference.

7. Labor and Material: The Contractor shall pay all valid charges for labor and material incurred by Contractor and used in the construction of the project, including any amount charged by Subcontractors, hired SL labor, SL vendor costs, or other costs of the project.

8. Payment: For all services performed by Contractor, Owner will pay Contractor the contract price of $_____________. If the project time is less than one week, the entire balance will be due upon completion as defined in Paragraph 9 below. If the project time is more than one week, progress payments will be made to the Contractor based on Owner’s estimate, made in good faith, of the progress of the work. For instance, if the Contact price is L$ 10,000, and Owner estimates that the project is 30% complete at the end of the first week of work, then Owner will pay Contractor L$3,000 for the work in place. Payment will be made on or before 12:00 AM SLT on Saturday. For partial weeks of work, the first payment will be due on the Saturday concluding the first full week of work.

9. Final Payment: The final payment will be due on the Saturday following completion of the work. Completion of the work is the time at which the Owner approves and accepts the project by either occupying and using it for its intended purpose without reservation or by accepting the work by affirmative vote to approve and accept the work. If corrective or repair work of a minor nature remains to be accomplished by the Contractor after the project is ready for occupancy, the Contractor will perform such work expeditiously and the Owner will not withhold more than 5% of the contract price pending the completion of such minor work. If major items of corrective or repair work remain after the substantial completion of the project, the cost of which aggregates more than 5 per cent of the contract price, Owner, pending completion of such work, after payment of the retention, may withhold payment of a sufficient amount to pay for the completion of such work by a replacement contractor. If Contractor completes the incomplete work or repairs the defective work, Owner will pay the remaining balance to Contractor, less any damages for delay as set forth below. If Contractor does not complete the work, or fails to repair the defective work, then Contractor shall forfeit any amounts otherwise due to the Contractor. If this forfeit is insufficient to cover the cost of cure incurred by the Owner in hiring a replacement contractor, than Contractor shall owe Owner the additional amount of any deficiency.

10. Extra Work: Should Owner, or any public agency or inspector direct any deletion from, modification of, or addition to the work covered by this Contract, the cost shall be added to or deducted from the contract price. In the case of extra work, the Contractor will be paid 5 % for its overhead and profit above and in addition to the time and materials value of the extra work. Payments for extra work will be made as extra work progresses, concurrently with progress payments. Orders for extra work should be made in writing, with the price agreed to in advance. Contractor is not entitled to be paid for extra work unless the extra work order is set forth in a writing specifying and pricing the extra work, which is agreed to by all parties.

11. Allowances: If the contract price includes allowances, and the cost of performing the work covered by an allowance is either greater or less than the allowance, then the contract price shall be increased or decreased accordingly. Unless otherwise requested by Owner in writing, Contractor shall use its judgment in accomplishing work covered by an allowance. If the Owner requests that work covered by an allowance be accomplished in such a way that the cost will exceed the allowance, the Contractor will comply with Owner's request provided that Owner provides for the additional cost in advance.

12. Completion and Occupancy: Owner will not occupy the project until construction has been completed, except with the consent of Contractor.

13. Default and Delay: If Owner should default in any of its obligations under this Contract, the Contractor may recover, as damages, the reasonable value of the work performed by Contractor. However, Contractor may not remove or destroy any part of the project even if Owner defaults. If Contractor should default in any of its obligations of this Contract, Owner shall have the right to cover by hiring a replacement contractor and backcharging Contractor the cost of that contract, less unpaid contract balances, plus any delay damages.

14. Delay: Contractor shall be excused for delay in completion of the contract caused by acts of God, acts of Linden Labs, acts of the Owner, acts of persons over whom Owner has control (including sim residents) extra work, and failure of the Owner to make progress payments promptly. If the project is delayed for reasons other than the excusable delays identified in this Paragraph, Contractor’s contract price shall pay Owner damages equal to 5% of the contract price per day of delay, which shall apply first to unpaid contract balances and then shall become a debt owed by Contractor to Owner

15. Right to Terminate: Owner has the absolute right to terminate this contract immediately on notice to Contractor. If this contract is terminated under this clause, Contractor shall leave its work in place and Owner shall pay Contractor for its progress at time of termination under Paragraph 8.

16. Concealed Conditions: If Contractor should encounter concealed conditions that were not reasonably anticipated by Contractor, such as difficult building terrain or surfaces or prims of unknown origin in the work area, Contractor will call such conditions to the attention of Owner immediately and Contractor and Owner will work to resolve the issue as if it were a request for extra work.

17. Cleanup: At all times during the progress of the work, and upon completion of the work, Contractor will clean up the jobsite and remove debris and surplus material and any unused prims.

18. Disputes: Any controversy arising out of this Contract or the performance thereof shall be decided under the law of Neufreistadt and in the Judicial Branch of the CDS as set up under the Code and Constitution of the CDS as existing at the time of signing of this Contract.

19. Limitations: No action of any character arising out of or related to this Contract or the performance thereof shall be commenced by either party against the other more than two months after the completion or cessation of work under this Contract.

20. Binding on Successors: All of the provisions of this Contract will be binding on the assignees, successors, parent companies, and subsidiary companies of both parties. If either party is acquired by a corporation through purchase, merger, or consolidation, the provisions of this Contract will be binding on the successor or surviving corporation.

21. Assignment: Neither party may assign this Contract, or the proceeds thereof, without written consent of the other party.

22. Notarization and Responsibility of Signatory: This document shall be signed under the Notary process existing and used in CDS at the time of agreement to the terms of this Contract. The SL person who signs this Contract on behalf of Contractor assumes personal responsibility for its performance even if Contractor is a group in SL or a corporation under the Code of CDS.

DATED: ________________________________

Confederation of Democratic Simulators, Owner

By ____________________________

_______________________, Contractor

By _____________________________

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Sudane Erato
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Post by Sudane Erato »

This great to my non-legal brain. I will raise an operational concern, however, which I am also dealing with now in establsihing a new land management system. The notary system has a maximum character count of 4096 per document, with fewer preferred. The idea has been suggested to divide documents which must be notarized into two or more parts... contract specific items, which appear on the doc itself, and fall with in the 4096 limit, and boilerplate, which is referenced in the document but which resides on the website.

Sudane.....

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Ashcroft Burnham
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Post by Ashcroft Burnham »

[quote="Sudane Erato":1br4s1xr]This great to my non-legal brain. I will raise an operational concern, however, which I am also dealing with now in establsihing a new land management system. The notary system has a maximum character count of 4096 per document, with fewer preferred[/quote:1br4s1xr]

Hmm, if complex commerce is going to take off in SL, somebody needs to raise that limit, fast.

Ashcroft Burnham

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Beathan
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notary concern

Post by Beathan »

We could simply address the notary issue by notarizing a referencing cover sheet.

I would change paragraph 22 as follows:

22. Notarization and Responsibility of Signatory: This document and the IP Assignment shall be incorporated by reference into a one-page document for notarization and filing with the keeper of deeds. This document shall be called "Summary Contract." Notarization of the Summary Contract shall indicate agreement to, and intent to be boudn by, the terms of this Agreement. The SL person who signs this Contract on behalf of Contractor assumes personal responsibility for its performance even if Contractor is a group in SL or a corporation under the Code of CDS.

Summary Contract

The undersigned parties hereby agree to be bound by a Contract in the general form of the "General Purpose Contract for CDS" for performance of and payment for a scope of work described in a contract of even date with this summary.

DATED: ________________________________

Confederation of Democratic Simulators, Owner

By ____________________________

_______________________, Contractor

By _____________________________

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