This Master Agreement (the "Agreement") is entered into as of [Date], by and between:
Hans Johannes Schulte
and
Jolanda Christina Maria Wevers Schulte
Lauterbachstrasse 136 A
3068 Utzigen
Switzerland
(together d/b/a LensDNA / LastMile, the "Architect / Creator")
and
[Client / Partner Company Name], a [State/Country] corporation (the "Client").
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
Client hereby selects and agrees to execute under ONE of the following binding commercial schedules (check active box):
D.1 Purpose: A scoped, paid engagement to produce a real joint case study or proof-of-concept demonstrating the last-mile client-side runtime (vision + DOM + voice + dossiers) operating together with Client’s existing web access, unlock, or multi-scraper infrastructure.
D.2 Fee: CHF 20,000 – 25,000 (fixed for the scoped engagement).
D.3 Payment terms: 100% payable upfront as a non-refundable signup retainer before any work begins. Work starts only after cleared funds are received in the designated account.
D.4 What is included: Technical integration work, live demonstrations, documentation, dossier outputs, and a written case study (internal or publishable at Client’s discretion). Architect’s time, third-party AI voice/vision costs, and related operational costs are covered by this fee.
D.5 Platform / API credits: Any platform credits or usage fees required for Client’s own unlock, proxy, or multi-scraper services during the engagement are provided by Client separately and are not included in the fee above.
D.6 IP: Architect retains 100% ownership of all underlying Technology. Client receives a non-exclusive right to use the case study materials and any custom configurations created during the engagement.
D.7 No further obligation: Completion of Schedule D does not create any obligation on either party to proceed to Schedule A, B, or C.
1.1 Custom Setup Fee (CHF 12,000 – 25,000): Client pays Architect a one-time setup fee for 14-day forward-deployed integration, custom DOM mapping, and custom branding setup.
1.2 Recurring Seat License (CHF 1,000 – 3,000 / Month): Client pays Architect a monthly recurring SaaS/seat license for up to 100 active operators on deployed client domains.
1.3 IP Retention: Architect retains 100% sole IP ownership of all underlying LensDNA OS / LastMile core code and custom integration layers. Client receives a non-exclusive operational license.
2.1 Upfront Sign-On Bonus (CHF 150,000): Client pays Architect an upfront, non-refundable sign-on bonus of CHF 150,000 within three (3) business days of execution.
2.2 Fixed 12-Month Engagement & Retainer: Client engages Architect for a fixed term of twelve (12) months at a monthly B2B retainer of CHF 25,000, invoiced in advance (total 12-month commitment: CHF 450,000).
2.3 Private Contractor Status: Architect operates strictly as an independent private contractor under Swiss law. Client incurs zero payroll, pension, social security, or benefit liabilities.
3.1 Codebase Buyout Scope & Pricing (Select Tier A or B):
[ ] Clause 3.1(a) Tier 1 – Limited Asset Buyout (CHF 500,000): Client acquires full and exclusive title to the specifically enumerated codebase snapshots identified as Assets A, B, and C only. Architect retains all sovereign ownership of the remaining LensDNA OS / LastMile kernel and all future research and development.
[ ] Clause 3.1(b) Tier 2 – Full Portfolio Buyout (CHF 5,000,000): Client acquires full and exclusive title to the entire LensDNA OS / LastMile codebase and unlimited portfolio-wide deployment rights across all Client entities and subsidiaries.
3.2 3-Year Principal Architect Contract: Client engages Architect for thirty-six (36) months at a flat retainer of CHF 25,000 / Month + sign-on bonus + 0.25% to 0.50% equity stock option grant in Client corporation.
2.1 No Employment Relationship: The parties explicitly agree that Architect operates solely as an independent consultant and private vendor residing in Switzerland. This Agreement shall not be construed to create an employer-employee, partnership, or joint venture relationship.
2.2 Payment Mechanics: All fees, retainers, and bonuses under this Agreement shall be wired in cleared funds to the following account before work begins (or according to the selected Schedule terms):
2.3 Invoicing: Architect (Hans Johannes Schulte and/or Jolanda Christina Maria Wevers Schulte) shall issue a professional invoice under their own name(s) as independent private persons. Client acknowledges that no company registration is required to issue valid invoices for the services described herein.
3.1 Core Kernel Sovereignty: Unless Schedule C (Tier 2 Full Portfolio Buyout) is explicitly selected and paid in full, Architect retains 100% unencumbered, sovereign ownership over all LensDNA OS / LastMile core kernels, custom integration logic, vision layers, and future unlisted R&D.
4.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland (or Delaware, USA, if selected by mutual agreement). Any disputes shall be submitted to the exclusive jurisdiction of the competent courts in Switzerland.