Bounty Compensation Agreement

Bounty Compensation Agreement

This Bounty Compensation Agreement ("Agreement") is entered into as of by and between Company Name: , organized under the laws of , with principal place of business at ("Company"), and Recipient Name: , Entity Type: Individual Corporation Other, with primary address at ("Recipient").

RECITALS

WHEREAS, Company operates certain systems, products, services or repositories for which the Company desires to incentivize discovery, reporting or contribution of improvements, vulnerabilities, or deliverables through a bounty program; and

WHEREAS, Recipient represents that Recipient has the capability to perform the tasks and provide the deliverables described in this Agreement and desires to participate in Company’s bounty program subject to the terms set forth herein; and

WHEREAS, Company and Recipient desire to set forth the terms and conditions under which Recipient will be compensated for accepted bounty submissions.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Bounty" means the monetary or non-monetary compensation described in Section 3 for Approved Submissions. 1.2 "Submission" means any report, deliverable, code, documentation, exploit details, proof of concept or other materials provided by Recipient in connection with the bounty program. 1.3 "Approved Submission" means a Submission accepted in writing by Company in accordance with Section 2 and this Agreement.

2. SCOPE OF ENGAGEMENT

Recipient will perform activities necessary to prepare and deliver Submissions described below. Recipient is an independent contractor and is not an employee, agent or partner of Company. Recipient shall perform all work in a professional manner in accordance with industry standards.

3. COMPENSATION

3.1 Bounty Amount. Company agrees to pay Recipient the following bounty for each Approved Submission: (USD) unless otherwise agreed in writing.

3.2 Payment Conditions. Payment of the Bounty is contingent upon Company's verification and written acceptance of the Submission as an Approved Submission. Company shall use commercially reasonable efforts to review and notify Recipient of acceptance or rejection within days of receipt.

3.3 Payment Method and Timing. Unless otherwise agreed, Company will pay accepted bounties within days after acceptance by wire transfer or other mutually agreed method to payment details provided by Recipient.

3.4 Taxes and Withholding. Recipient is responsible for all federal, state and local taxes and other statutory obligations arising from payments made under this Agreement. Company may withhold taxes where required by applicable law.

4. ACCEPTANCE, VERIFICATION AND DISPUTES

4.1 Acceptance Criteria. An Approved Submission must meet the acceptance criteria set forth in Section 2 and must not violate any law or third-party rights. Company retains sole discretion to classify severity, quality and eligibility for payment consistent with published program guidelines.

4.2 Dispute Resolution. If Recipient disputes Company's determination, Recipient shall provide additional information within days and the parties shall meet in good faith to resolve the dispute. If unresolved within days thereafter, the matter shall be resolved pursuant to Section 12 (Governing Law; Venue).

5. INTELLECTUAL PROPERTY; ASSIGNMENT

5.1 Assignment. Upon payment of the Bounty for an Approved Submission, Recipient hereby assigns, transfers and conveys to Company, without additional consideration, all right, title and interest in and to the Submission, including all intellectual property rights, and agrees to execute all documents and take all actions reasonably requested to effectuate such assignment.

5.2 License in Pre-Existing Materials. To the extent any Submission contains Recipient's pre-existing materials, Recipient grants Company a perpetual, irrevocable, transferable, royalty-free worldwide license to use, reproduce, modify, create derivative works of, distribute and otherwise exploit such pre-existing materials as necessary for Company’s use of the Submission.

6. CONFIDENTIALITY

Recipient shall keep confidential and shall not disclose any non-public information provided by Company in connection with a Submission except as necessary to perform its obligations under this Agreement. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secrets.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement. Recipient represents and warrants that Submitted materials are original to Recipient, do not infringe third-party rights, and will not violate any law, regulation or third-party contractual obligations.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Recipient shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any claims, losses, liabilities and expenses arising out of Recipient's breach of its representations or obligations under this Agreement, including third-party claims of intellectual property infringement.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL BOUNTIES PAID TO RECIPIENT UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated pursuant to this Section. 9.2 Termination for Convenience. Either party may terminate this Agreement upon days’ prior written notice. 9.3 Effect of Termination. Termination shall not relieve Company of its obligation to pay for Approved Submissions accepted prior to the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Any reference to days shall mean calendar days unless otherwise specified.

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