THIS HACKATHON AGREEMENT (“AGREEMENT”) is entered into between ALGORAND FOUNDATION, LTD., a public company limited by guarantee incorporated under the laws of Singapore (“Foundation”), and hackathon participants (the “Awardee”). Each of Awardee and Foundation may be individually referred to as “Party” and, collectively, as “Parties”.

BACKGROUND

Terms as capitalised in this AGREEMENT shall have the meanings as ascribed to them in the Terms and Conditions of the Algorand Foundation Hackathon Program.

The Awardee is engaged in a project (the “Project”) to maintain and further develop an innovative and decentralized blockchain protocol (the “Algorand Network”). The Foundation desires to award the Awardee a reward to assist in maintaining and further developing the Algorand Network under the terms of the Algorand Foundation Hackathon. All work performed under this AGREEMENT and any applicable Work Schedules (“Services”) will be conducted in accordance with, and subject to the terms of this AGREEMENT and the Algorand Foundation Hackathon. In consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree as follows.

1. Effective Date

   1. The effective date of this AGREEMENT is the date Awardee sign up for the Hackathon (“Effective Date”). The Services shall commence on the Effective Date of this AGREEMENT, and shall continue until the Services have been completed, or this AGREEMENT is terminated in accordance with the terms of this AGREEMENT.

2. Services

   1. Scope of Services. Awardee will perform the Services and deliver the deliverables (“Deliverables”) described in any Hackathon Schedule. If there is any conflict between the terms and conditions of any Hackathon Schedule and any portion of this AGREEMENT, the relevant term or condition of the Hackathon Schedule will control and prevail.
   2. Schedule. Awardee agrees to perform the Services and complete the Deliverables in accordance with the schedule of the Hackathon.
   3. Project Schedule Delays. The Foundation and Awardee agree that the Services and delivery timetable shall be adjusted to proportionately and reasonably reflect the following when determining Awardee’s compliance with such delivery timetable: (i) mutually agreed upon delays confirmed in writing by each party; (ii) delays to the extent attributable to Foundation’s failure to respond to or answer any questions and inquiries of Awardee that are required to complete the Deliverables or necessary for the performance of the Services; (iii) delays to the extent attributable to the implementation of changes to the Services / Deliverables agreed to by the parties. Awardee agrees to promptly advise the Foundation of any information or approval that Awardee is dependent on to provide the Services or complete any Deliverable and to which Foundation is late in providing.
   4. Change Requests. During the term of a Hackathon Schedule, a Party may request a change to the scope of the Services or Deliverables covered by the Hackathon Schedule (a “Change Request”) by notifying the other Party of the requested change. After the receiving Party receives a Change Request, such Party will provide a reasonably prompt response to the requesting Party indicating such Party’s views on the feasibility of implementing the change, and the Parties will work in good faith to agree on such Change Request. If the Parties agree to change the Hackathon Schedule, Awardee will draft a document describing the change to the Services or Deliverables and the responsibilities of each Party in connection with such change (including any proposed change in applicable level of Hackathon) (a “Change Order”), for signature by both Parties to memorialize the change. No changes may be made to any Hackathon Schedule by a Party, and no changes by either Party will be deemed part of any Hackathon Schedule, unless a Change Order is agreed to, and accepted by both Parties. Both Parties will continue to proceed under the existing terms and conditions of a Hackathon Schedule until a Change Order is accepted by both Parties.

3. Foundation Responsibilities

   1. Foundation shall coordinate information gathering and data reasonably required to complete the Deliverables.

4. Confidential Information

   1. Both Parties acknowledge that they may acquire information from the other Party (“Disclosing Party”) of a competitively sensitive or proprietary nature in connection with the work done or Services performed by Awardee (“Confidential Information”). The Party receiving the Confidential Information (“Receiving Party”) agrees to hold such Confidential Information in strict confidence. The Receiving Party agrees that it will not disclose any such Confidential Information to any third party without the Disclosing Party’s consent. These restrictions shall not apply to (a) information generally available to the public, (b) already known by the Receiving Party, or (c) information released by the Disclosing Party generally without restriction. Notwithstanding the foregoing restrictions, the Receiving Party may disclose information to the extent required by an order of any court or other governmental authority, but only after the Receiving Party has notified the Disclosing Party and given the Disclosing Party a reasonable opportunity to obtain protection for such information in connection with such disclosure.

5. Personnel

   1. Awardee shall be responsible for selecting the personnel to perform its obligations under this AGREEMENT. The personnel may include employees or contractors, provided that any such personnel agrees to abide by Awardee’s obligations under this Agreement and the Terms and Conditions of the Hackathon Program. The Foundation shall not be liable or responsible for any third party contractors and associated costs.

6. Review and Acceptance

   1. The Foundation’s review and acceptance of the Deliverables shall be conducted as set out in this Section.
      1. Within thirty (30) days of the completion of the Services and delivery of the Deliverables (the “Warranty Period”), Foundation shall review the Deliverables to determine if they comply with the requirements of this AGREEMENT.
      2. Within the Warranty Period, the Foundation shall either notify Awardee that (i) the Deliverables comply with the requirements of this AGREEMENT; or (ii) that there are deficiencies in the Deliverables (“Deficiencies”) that require correction by Awardee. In the event that the Foundation delivers any notices of Deficiencies to Awardee, the Foundation shall provide reasonable detail of the nature of such Deficiencies. Awardee shall use reasonable efforts, at its own expense, to correct any Deficiencies as quickly as is reasonably possible after receiving notice of Deficiencies. Upon notice from Awardee to the Foundation of correction, the Foundation shall review to determine whether Awardee has cured the Deficiencies listed in the notice. The foregoing process shall be repeated until the Deliverables comply with the requirements of this AGREEMENT provided that if Awardee is unable to deliver the Deliverables in conformance with the requirements of the AGREEMENT to the satisfaction of the Foundation within a reasonable period of time, the Foundation may elect to terminate this AGREEMENT. If this AGREEMENT is terminated in accordance with this Section 6(a),the Foundation may elect to either (i) return the Deliverables to Awardee and pursue full refund of any Rewards (as set forth in Section 9) or (ii) retain the Deliverables and not pursue refund of the Fees.
   2. For clarity, each party acknowledges that the Foundation’s acceptance of the Deliverables will not, or not be construed to, obligate the Foundation to enter into subsequent Work Schedules.

7. Intellectual Property

   1. Sources of Deliverables. Deliverables may be composed of any or all of a combination of Foundation IP, Third Party Materials, Awardee IP and Newly Developed IP (as each such term is defined below).
   2. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship.
   3. “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.
   4. “Foundation IP” means any and all Intellectual Property provided or made available to Awardee by Foundation.
   5. “Third Party Materials” means any and all Intellectual Property owned by a third party.
   6. “Awardee IP” means any and all Intellectual Property that is owned by Awardee or one of its affiliates prior to the date of this Agreement and incorporated into any Deliverable.
   7. “Newly Developed IP” means, other than Foundation IP, Third Party Materials, and Awardee IP, any and all Intellectual Property that is incorporated into any Deliverable and/or that is necessary to operate, support or maintain any Deliverable.

8. Allocation of Intellectual Property Rights

   1. Rights in Foundation IP. Foundation IP and all rights therein, including any Intellectual Property Rights therein, shall, to the extent permitted under Foundation’s Constitution, be owned exclusively by Foundation.
   2. Rights in the Awardee IP. Awardee IP and all rights therein, including any Intellectual Property Rights therein, shall be owned by Awardee. To the extent that Awardee IP is incorporated into any Deliverable, Awardee shall grant to Foundation a royalty-free, unlimited, non-exclusive, worldwide, perpetual and irrevocable use license for any purpose.
   3. Open Source of Newly Developed IP. Awardee agrees and undertakes to make all Newly Developed IP and the Deliverables publicly available and published under the MIT License or Apache License version 2.0.
   4. Notwithstanding the foregoing and anything else in this Agreement to the contrary, the Awardee acknowledges that the Algorand protocol is open-sourced under the Affero General Public License v.3 (“AGPL v3”) and that any and all changes to the protocol, regardless of their author, must also be open-sourced under an AGPL v3 contributor license.

9. Reward & Disclaimers

   1. The amount and nature of Reward payable for the Deliverables and Services and the distribution dates shall be set forth on each applicable Hackathon Schedule and Change Order.
   2. A Reward may consist of native ALGO Tokens which are digital cryptocurrencies subject to a high degree of risk, volatility and illiquidity. The Awardee agrees to make its own investigations and evaluations of any digital token that will be delivered pursuant to a Reward. The Awardee should inform itself as to the legal requirements applicable to itself in respect of the acquisition, holding, trading and disposition of the digital currencies upon delivery, and as to the income and other tax consequences of such acquisition, holding, trading and disposition.
   3. Notwithstanding anything contained herein to the contrary, the Awardee specifically acknowledges and agrees that trading in ALGO Tokens may be prohibited in certain jurisdictions including, UNITED STATES OF AMERICA AND ITS TERRITORIES, CANADA, DEMOCRATIC PEOPLE'S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, PEOPLE’S REPUBLIC OF CRIMEA, PEOPLE’S REPUBLIC OF CHINA (“Excluded Jurisdictions”). The Awardee undertakes to ensure compliance with all applicable laws which prohibit or restrict the trading of native Algo tokens in any form or manner. The Foundation explicitly disclaims any representation or warranty or related liability that the Algo is not a security in the United States or Canada, or that the Algo can be legally traded in the Excluded Jurisdictions.
   4. Except for any liability that cannot be excluded by law, the Parties, their subsidiary and related companies, together with their officers, directors, employees, agents and representatives exclude all liability (including negligence) for any personal injury or for any loss or any damage (including loss of opportunity-profit) whether direct, indirect, special or consequential, arising in any way out of or in connection with this Agreement including without limitation:
   5. failure, malfunction or breakdown of, or disruption to, the operations of the Party, the Algorand blockchain technology due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
   6. any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting this Agreement;
   7. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to your receipt of any Rewards;
   8. any variation in the market value or market liquidity of a Reward;
   9. any tax or legal/regulatory liability incurred by the Awardee; and

10. all other risks, direct, indirect or ancillary relating to this Agreement which are not specifically or explicitly contained in or stated in these terms.

11. The Foundation hereby acknowledges, agrees, and represents as follows:

    1. The Foundation is a business entity duly organized, validly existing, and in good standing under the laws of Singapore, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.
    2. The execution, delivery and performance by Foundation of this AGREEMENT is within the power of the Foundation and has been duly authorized by all necessary actions on the part of Foundation. This AGREEMENT constitutes a legal, valid and binding obligation of Foundation, enforceable against the Foundation in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of Foundation, it is not in violation of (i) its current articles of formation or (ii) any material indenture or contract to which the Foundation is a party or by which it is bound, where, in each case, such violation or default, individually or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the rights of the Foundation under this AGREEMENT.

12. Awardee hereby acknowledges, agrees, and represents as follows:

    1. The Services and Deliverables provided hereunder shall be provided in a professional and workmanlike manner.
    2. Awardee has full legal capacity, power and authority to execute and deliver this AGREEMENT and to perform its obligations hereunder. This AGREEMENT has been duly and validly executed and delivered by Awardee and constitutes a valid and binding AGREEMENT of Awardee, enforceable against Awardee in accordance with its terms, except as limited by (i) bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity or (ii) applicable laws.

13. The Deliverables will not, to Awardee’s knowledge, infringe on any third party patent, copyright or other proprietary right or violate or misappropriate a trade secret of any third party.

14. Awardee will use commercially reasonable efforts to ensure that any Deliverables provided in electronic form include no computer instructions, routines, devices, viruses, or software code whose purpose is to disrupt or damage or interfere with the use of computer and telecommunications facilities or to perform functions which are not an appropriate part of the functionality of the Deliverables and whose intended result is to disrupt processing.

15. Awardee’s performance of the Services does not and will not, to Awardee’s knowledge, violate or conflict with or result in a breach of any terms, conditions, duties or obligations Awardee has to any third party.

16. The final Deliverables will function materially in accordance with any mutually agreed upon specifications.

17. Awardee shall comply with all applicable laws concerning its activities in performance of this AGREEMENT and shall not cause Foundation to be in violation of any laws.

18. Awardee shall indemnify the Foundation against any claims, actions, investigations, demands, proceedings or judgments, joint or several, threatened, brought or established against the Foundation or any and all damages, losses, liabilities, settlements and expenses (including without limitation reasonable attorneys’ fees), in each case, that are incurred by the Foundation or payable to third parties in connection with legal proceedings that allege: (a) the infringement, violation, or misappropriation of any intellectual property or proprietary rights of any third party by the Awardee; (b) that alleges any material violation of applicable law or regulation by the Awardee in performance of its obligations or exercise of its rights pursuant to this Agreement; (c) arising out of or in connection with any material violation of the Awardee’s representations or warranties under this Agreement; or (d) that is a result of Awardee’s willful misfeasance, bad faith, fraud or gross negligence of its duties or from reckless disregard by it of its obligations under this Agreement.

19. Expenses

    Each party to bear its own costs and expenses in connection with this AGREEMENT.

20. AGREEMENT Term

    1. Term. This AGREEMENT shall begin on the Effective Date and shall continue for three (3) months (the “AGREEMENT Term”), unless earlier terminated in accordance with the terms and conditions of this AGREEMENT.

21. Termination for Cause

    1. Either party may terminate this AGREEMENT in the event the other party has materially breached or defaulted in the performance of any of its obligations hereunder or the Terms and Conditions of the Hackathon Program. Notwithstanding the above, in the case of a failure to timely pay any amounts due under a Hackathon hereunder, the period for cure of any subsequent default following notice thereof shall be thirty (30) days and, unless payment is made within such period the termination shall become effective at the end of such period.

22. No Agency

    1. It is understood and agreed that Awardee is an independent contractor and that Awardee will perform the Services and will at all times comply with applicable law. It is also expressly understood that neither Awardee nor Awardee’s personnel will be considered Foundation’s agents or employees, and have no authority whatsoever to bind Foundation by contract or otherwise.

23. Governing Law

    1. This AGREEMENT shall be governed by and construed under the laws of Singapore. Any dispute arising out of or in connection with this AGREEMENT, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which Rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The seat of arbitration shall be Singapore.
    2. This Agreement is the entire agreement between the parties with respect to the Services and supersedes any prior agreements, proposals and understandings about the same subject. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same document. The parties may electronically sign this Agreement and any documents related thereto.