AGREEMENT
This Agreement governs the professional relationship between Tanjo Inc. (“Tanjo”) and
Cherry Bekaert, LLP (“Client”) This Agreement is effective as of January ___, 2017.
“Tanjo” and “Client” are referred to collectively as the “Parties.”
ARTICLE 1 - DEFINITIONS
Certain terms used in this Agreement are defined to mean the following:
•
Content - information, including any and all text, graphics, artwork, databases,
animated and video images, or sounds, encoded in any format, which is displayed for
people to see or hear. Content includes both the displayed (rendered) format of the
information and the coded (unrendered) format of the information.
•
Testing + Testing - information, libraries, Software, algorithms, routines, and
utilities that are not included in the work product delivered to Client.
•
WWWWW + WWWWW - the machine-readable version of Software derived from Source Code
by compilation.
•
Software - a set of instructions that causes a computer to perform tasks. Software does
not include Content, which is intended for people to see or hear. Software does
include text and databases which are not displayed, but which provide the underlying
mechanism by which Content is displayed.
•
Source Code - the human-readable version of Software.
•
Professional Services – consulting, writing, designing, programming, and other
services.
•
Custom Product – the licensable object code version of the Software and Content that
is the end result of the Professional Services as more fully described in any Exhibit to
this Agreement.
ARTICLE 2 - STATEMENT OF WORK
A.
TANJO will render Professional Services for Client according to the provisions set out in
Exhibit A.
B.
This Agreement may be modified with the written consent of both Parties.
ARTICLE 3 - OWNERSHIP OF INTELLECTUAL PROPERTY AND SOFTWARE
LICENSE
A.
Except as otherwise provided in this Agreement, original Content in TANJO proprietary
platform format which TANJO shall develop for Client shall belong to TANJO.
Except
as otherwise provided in this Agreement, Client shall have no ownership interest or rights
to Content licensed to or existing Content libraries owned or created by TANJO.
B.
Any Software developed pursuant to this Agreement shall not be a “work made for hire.”
TANJO shall retain complete title to all Software it develops, including copyright and the
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right to patent, license, modify, market, and/or assign its rights to the Software, subject to
the non-exclusive license granted to Client below.
Exhibit A
CBH Revenue Recognition
Machine Learning Automation Tool
Overview
Client desires to employ machine learning in order to semi-automate analysis of a firm’s
contract
agreements
by
applying
the
CBH
five
step
process
and
forthcoming
revenue
recognition rules from FASBI.
Add more detail here:
1. Milestones
The development of the Custom Product shall be comprised of the following Milestones and
is expected to be completed within 20 weeks of kickoff:
Anticipated Schedule
Milestone
Expected Completion
Payment
Milestone 1 Complete Design and
Kickoff plus 4 weeks
$20,000
WireFrame
Milestone
2
–
Alpha
software
Milestone 1 Acceptance
$30,000
delivery and approval
plus 6 weeks
Milestone 3 Beta software delivery
Milestone 2 Acceptance
$30,000
and approval
plus 4 weeks
Milestone
4
Final
Gold
Master
Milestone
3
acceptance
$40,000
delivery and approval
plus 4 weeks
2.
Customer Acceptance
Upon presentation to Client of Milestones 1-3 outlined above in Section 1, Client shall have
five (5) business days to consent and accept each Milestone. Client will provide written
notification to TANJO of Client’s acceptance or rejection of each Milestone and, in the case
of
rejection,
will
provide
TANJO
with
a
reasonably
detailed
list
of
deficiencies
in
the
Milestone.
If Client does not provide written acceptance or rejection within the specified
acceptance period, the Milestone will be deemed to be accepted. If Client’s review establishes
that any Milestone was not completed according to the terms of this Agreement, TANJO shall,
as quickly as possible and at Tanjo’s’s sole expense, (i) correct, modify or improve any
deficiencies, and (ii) resubmit the Milestone to Client for approval.
The warranties provided
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under the Agreement shall survive acceptance of the Custom Product and any termination of
this Agreement for any reason.
Once each Milestone is accepted by Client, any change to the content included in such
Milestone will be subject to a mutually agreeable change.
3.
Fee and Payment Terms
TANJO agrees to charge and Client agrees to pay TANJO a fixed fee in the amount of one
hundred twenty thousand dollars($120,000), in consideration for theProfessionalServicesand
Custom Product deliverables above.
Milestone 1 Acceptance: $20,000
Milestone 2 Acceptance: $30,000
Milestone 3 Acceptance: $30,000
Milestone 4 Acceptance: $40,000
6.
Schedule for completion of the Professional Services and Custom Product
The Professional Services and Custom Product will be properly completed within twenty
weeks of signing this Agreement.
7.
Client’s Project Manager
Jonathan Kraftchick (the “Project Manager”) shall have authority to approve and pay TANJO
for Professional Services performed and expenses incurred on behalf of Client.
Contact
information for Client’s Project Manager is as follows:
Name:
_________ ________________________
E-Mail:
_________ ________________________
Phone:
_________ ________________________
Postal Address:
________________________________________________
8.
Addresses for Notices:
To Tanjo:
To Client:
Tanjo Inc
Client: ________________________________
Attn: President
Attn: _________________________________
400 West Weaver St
______________________________________
Carrboro, NC 27516
______________________________________
Approval:
Client_________________
Date:________
TANJO____________________
Date:________
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