CRYPTOCURRENCY MINING MAINTENANCE AGREEMENT
This Maintenance Agreement ("Agreement") is made and effective according to the Terms,
BETWEEN: (a "Service Provider"), Greg Chisholm located at: 1455 Washington Ct. Reno, NV 89503-5904 United States of America Phone: +1-775-453-4537
AND: (a "Service Provider"), Sagar Rathod located at:C-201, KrishnaKunj ComplexGujarat State Highway 167Mota VarachhaSurat, Gujarat 394101IndiaPhone: +91-886-684-4113
AND: , (the “Client”) represented by with its head office located at:
Service Provider is engaged in providing Crypto-Currency Mining Rig and Network Optimization, Performance Improvements, and 24 hour management and support. Service Provider has the required collective knowledge and experience required to carry out said business and the Scope of Work which is to be performed pursuant to this Agreement. Service Provider is or remains open to conducting similar tasks or activities for customers other than the Client and holds themselves out to the public to be a separate business entity.
Client desires to engage and contract for the services of the Service Provider to perform certain tasks as set forth below. Service Provider desires to enter into this Agreement with the Client and is willing to do so on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:
This Agreement shall be effective commencing , and shall continue, for a minimum of six months, or until terminated by either party as otherwise provided herein.
This Agreement does not constitute a hiring by either party. It is the parties’ intentions that Service Provider shall not be an employee for any purposes. Service Provider shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Client shall not be liable for any obligations incurred by Service Provider unless specifically authorized in writing to email@example.com. Service Provider shall not act as an agent of the Client, ostensibly or otherwise, nor bind the Client in any manner, unless specifically authorized to do so in writing for a specific purpose.
Service Provider agrees to provide cryptocurrency mining rig management and support, as well as assistance via email and chat 24 hours a day and seven days a week. When necessary the Service Provider will provide or complete AMD Bios modifications, Automatic Rig Configuration, Notifications of error conditions, OS configuration, Overclock tuning, Pool Setup and configurations, and rig and GPU monitoring. Service Provider also offers Networking Design, configuration, monitoring, and management, as well as PDU management. The above to be referred to in this Agreement as the “Scope of Work”. The scripts, source code and/or methods provided to the Client are to be used by the Client and are understood to be perpetually licensed material, which remains owned by the Service Provider. Client agrees that it does not have the license to market, sell or transfer the scripts or source code to any other party outside the Client without express written permission by the Service Provider.
Service Provider shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Service Provider shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. Any changes or additions to the Scope of Work, including but not limited to changing mining pools and wallets, shall be specified in writing via email to firstname.lastname@example.org.
Client shall provide information to Service Provider for remote access to its Mining Rig Computers as well as remote access to its Remote Configuration File. The Service Provider agrees to keep this remote access information confidential and not disclose this information to any other person or entity. Client will also communicate any and all changes made by their personnel or other companies that may affect the work of the Service Provider. Service Provider also agrees not to install any software on Client systems or make changes to Client systems outside of the work requested in this agreement. Removal of access for Service Provider by Client does not constitute a termination of this contract and the Service Provider will not be held at fault for any missed work due to lack of access and will still be entitled to full compensation as set forth in this agreement.
Rig downtime and hardware issues are possible in the normal course of use and maintenance and as such the Service Provider is not to be held at fault. Downtime and hardware issues, therefore, do not entitle the Client to a refund, reduced payments or fees, or lawsuit action. Service Provider will strive to bring rigs back up and running as quickly as possible to reduce downtime.
Service Provider shall communicate and deal only with the signer of this Agreement, on issues pertaining to the Scope of Work and other aspects of this Agreement, unless the signer has provided a written authorized personnel list. Service Provider will not be required to follow or establish a regular or daily work schedule. Service Provider shall supply all necessary equipment, materials and supplies. Service Provider will not rely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Service Providers regarding the scope of work shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Service Provider to assure its conformity with this Agreement. Client will make every effort to have someone on site as needed to assist Service Provider in completing necessary tasks.
Service Provider shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: 10 percent of any GPU mined cryptocurrency and 3% of any ASIC mined cryptocurrency for the rigs managed by the Service Provider for the duration of the Agreement.
Such compensation shall become due and payable to Service Provider in the following time, place, and manner: Within 14 days of invoice, which will be delivered monthly. Upon receiving invoice, Client shall transfer Cryptocurrency to Service Provider Wallet listed on invoice. Accounts 14 days past due are subject to a 10% monthly finance charge.
This section is not applicable to this agreement, and Client will not charge or handle any tax liabilities for Service Provider.
Service Provider hereby waives and foregoes the right to receive any benefits given by Client to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Service Provider by virtue of their services to Client, and is effective for the entire duration of Service Provider’s agreement with Client. This waiver is effective independently of Service Provider’s employment status as adjudged for taxation purposes or for any other purpose.
Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other.
This Agreement may be terminated prior to the completion or achievement of the Scope of Work or at any point by either party immediately with written notice only if the minimum term of six months has been completed. Termination before the minimum term of six months must be agreed upon by both the Service Provider and the Company by written and signed documentation, at which time Client agrees to pay an early termination fee of $5,000 USD. Removal of access for Service Provider by Client does not constitute a termination of this contract. Notice of termination may be sent by email to email@example.com. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
Service Provider agrees not to disclose or communicate, in any manner, either during or after Service Provider’s agreement with Client, information about Client, its operations, location, clientele, identity of owners or officers, or any other information, that relate to the business of Client including, but not limited to, SSH Keys, Passwords, IP Addresses, Configurations Files, VPN Information, its strategies, operations, access information, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of the Client to any entity or person not affiliated with the Service Provider’s organization, except for that expressly stated in this contract as not protected by the non-disclosure agreement. Service Provider acknowledges that the above information is material and confidential and that it affects the profitability of Client.
Client agrees that the Service Provider is not held by the non-disclosure agreement to withhold any information of the Client’s that is publicly searchable or well known, including but not limited to wallet addresses, hash rates, rig names, IP addresses, running values, “gethelp” links, or other pool, diagnostic, and panel information. Client further acknowledges that Service Provider will share some public information, such as “gethelp” links, with other entities when necessary for such purposes including but not limited to that of troubleshooting or to increase hash rate.
Client likewise agrees not to disclose to any entity or person not affiliated with their organization, any scripts, BIOS, OC settings, and other custom tools created or provided by the Service Provider. Client acknowledges that the above information is material and confidential and that it affects the profitability of Service Provider.
Service Provider and Client understand that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Service Provider or Client feels they need to disclose confidential information, they may do so only after obtaining written authorization from the other party.
On termination of this Agreement, or whenever requested by the parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.
Service Provider agrees that the “Scope of Work”, tasks, and duties performed pursuant to this Agreement are considered “works for hire” and that the results of said work is by virtue of this Agreement assigned to the Client and shall be the sole property of the Client for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.
Client agrees that the codes, scripts, inventions and intellectual property developed pursuant to this Agreement are not considered “works for hire” and that the results of said work is by virtue of this Agreement assigned to the Service Provider and shall be the sole property of the Service Provider for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.
Service Provider and Client are encouraged to treat all employees, customers, clients, business partners and other affiliates of the other party with respect and responsibility. Service Provider and Client are required to comply with all laws, ethical codes, policies, procedures, rules or regulations, including those forbidding sex harassment, discrimination, and unfair business practices of the other party.
Any notice to be given hereunder by any party to the other may be affected in writing either by personal delivery or by email. Client can contact Service Provider at firstname.lastname@example.org. Service Provider and Client agree to keep the other party current as to their business and mailing addresses, as well as telephone, e-mail addresses.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements incurred both before and after judgment in addition to any other relief to which such party may be entitled.
Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the State of Nevada or Province or State where the main office of the Client resides unless the Parties stipulate otherwise. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The attorney’s fees and costs of arbitration shall be borne by the losing party, as set forth in paragraph 18, unless the Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.
Service Provider shall defend, indemnify, hold harmless, and insure Client from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Service Provider's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Service Provider. Client shall also defend, indemnify, hold harmless, and insure Service Provider from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Client's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Client. Client shall also hold harmless Service Provider for downtime and hardware issues. Service Provider and Client shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. Neither party need add the other as additionally insured on any policy or workman’s compensation program.
This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, Indemnification or Arbitration Agreement. This Agreement contains all of the covenants and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, or Arbitration Agreement.
Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
This Agreement shall be governed by, and construed under, the laws of the State of Nevada in the United States of America and the Province or State where the main office of the Client resides.
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Signed by Greg Chisholm
Signed On: 12 August 2018
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Document Name: CRYPTOCURRENCY MINING MAINTENANCE AGREEMENT
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