ASSIGNMENT AGREEMENT

The undersigned
1. Reproductive Health Association of Cambodia (RHAC), # 14, Street 335, Sangkat Boeung Kak 1,
Khan Tuol Kork, Phnom Penh, Cambodia (hereinafter called the Commissioner) to be legally
represented by Dr. Oukvong Vathiny, Executive Director (hereinafter called the Client),
2. Open Service Development (OSD), #20B, Street 7Metre, Sangkat Mal, Khan Dongkor, Phnom
Penh, Cambodia (hereinafter called the Contractor) to be legally represented by Mr. Soeurn Klau,
Team Manager (hereinafter called the Client),
Hereinafter collectively referred to as: Parties;
Take notice of the following:
I. Butterfly Works (www.butterflyworks.org) and One World UK (www.oneworld.org) are the founding
fathers of Learning about Living. Smart youth, good future is the Cambodian version of Learning about
Living in Cambodia, for which RHAC is assigned to coordinate the eLearning oversight group and the
creative partners.
II. RHAC has contracted OSD to, under the supervision and guidance of RHAC, develop the web page of
e-learning project Smart youth, good future, make sketches for illustrations, take photographs, develop
animation flash games, upload the content to the platform, develop manual and CD cover and make a
static version of the website.
III. Parties wish to lay down in writing the conditions of services rendered;
IV. The Commissioner is acquainted with the fact that the Contractor has and will have other
Commissioners; consequently, the Commissioner cannot lay claim to the exclusiveness of the services
rendered by the Contractor.
Have agreed as follows:
1. Definitions
In this agreement the following definitions, always written with a capital, have the following meaning:
Annex: supporting documents attached to this Assignment Agreement and incorporated in this
Assignment Agreement by reference.
Assignment Agreement: this assignment agreement signed by the parties.
e-Learning environment: the e-Learning environment of Smart youth, good future to be published
by Butterfly Works.
IP-rights: All intellectual property rights and related rights, including but not limited to - copyright,
trademark, design rights and trade law.
Assignment: the activities listed in the Assignment Agreement.
Work: all work that RHAC has created and still has to create, or resulting from the services provided
OSD for this assignment, including - but not limited to - the technical development and services of the
Work. Work is defined in Article 2 of this document: the Assignment and its implementation.
2. The commission and its execution
2.1. From 4 September 2013 to 31 March 2014, the Contractor will be commissioned to co-execute
the project Smart youth, good future. In particular, the commission implies the following:

2.2. develop the web page of e-learning project Smart youth, good future, make sketches for
illustrations, take photographs, develop animation flash games, upload the content to the
platform, develop manual and CD cover and make a static version of the website.
Develop the web page of e-learning project Smart youth, good future,
Make sketches for illustrations,
Take photographs,
Develop animation flash games,
Upload the content to the platform,
Develop manual and CD cover and
Make a static version of the website.
2.3. Parties agree to the attached (Annex 2) planning in which tasks and consultation meetings are
recorded. Any later alterations or additions to the agreements will be laid down in writing, and
signed by both Parties.
2.4. The Contractor will make any effort to execute the commission carefully and independently, to
promote the Commissioners interests to the best of his knowledge, and to strive for results that
serve the purpose of Smart youth, good future. The Contractor will keep the Commissioner
informed about the progress of the activities.
2.5. It is up to the Contractor to execute the commission in a way that he thinks fit, taking into
account what is agreed upon in the planning, Annex 2.
2.6. The Contractor is entitled to accept new assignments and / or work from other parties, provided
that the Contractor, if conflict of interest is foreseeable, must obtain prior written consent from the
Commissioner.
2.7. The Contractor shall, during the term of this Agreement and after its termination, for whatever
reason, not implement projects, either independently or on behalf of others, which largely
correspond to the concept of Smart youth, good future. If The Contractor wants to do projects
that largely resemble the concept and assignment, the Contractor must obtain prior written
consent from One World UK, Butterfly Works and the Commissioner.
3. Duration of Commission
3.1. The Assignment shall commence on 4 September 2013 and end on 31 March 2014 when The
Contractor delivers the by the Commissioner approved assignment as mentioned in article 1.1.
and hands over all materials related to the assignment to the Commissioner.
3.2. The Commissioner expresses the intent to indicate at least one month before the expiration of
the current contract, whether a next term may be considered.
3.3. Furthermore, each party can terminate this agreement with immediate effect, if and when:
- the other Party is declared bankrupt;
- the other Party is granted suspension of payments; or if
- the other Party fails imputably in the obligations following from this agreement, and neither
can do so within a period of 14 days after having been summoned in writing to meet with
these obligations.
4. Guarantee
4.1. The Contractor guarantees that the goods supplied are designed by or on behalf of him/her, and
that if the design is subject to a copyright, he/she is considered the copyright owner according to
the Copyright Act, and can make free use of the work.
4.2. Parties guarantee each other the correctness of the information they supply about the activities
mentioned in this agreement, both in writing or digitally.
4.3. If one of the Parties doubts whether the results of the activities agreed upon comply with the
stipulations of paragraph 1 of this section, Parties will discuss the situation as early as possible,
and will list the possible consequences.
2

5. Intellectual property rights

5.1. All intellectual property rights including the patent rights, the design rights and the copyrights
resulting from this agreement with regard to those commissions specifically developed for Smart
youth, good future, belong to Butterfly Works. The Contractor shall ensure that upon completion
of the Work that all (source) files will be transferred to the Commissioner who, on its turn,
transfers the Work to Butterfly Works, included but not limited to source codes of the E-learning
environment, source files of the illustrations, photos, videos etc. The Contractor ensures that
one and another is transferable and ready to use by others, such as web developers.
5.2. The Contractor commits itself to rendering its assistance to (and hereby grants the
Commissioner an irrevocable power of mandate to fulfil) all necessary formalities in order to
enable the Commissioner to obtain the rights stipulated in paragraph 5.1., including the signing
of one or more deeds.
5.3. If and insofar, the conveyance as stipulated in this section, appears to be (partly) invalid or
without legal effects, The Contractor commits itself at the first request of the Commissioner to
grant the latter a complete and exclusive licence, to the exclusion of the former, with equal effect
to the conveyance referred to in this section.
5.4. As far as possible, The Contractor explicitly renounces his personal rights with regard to
products that come into existence at some point during the implementation of the commission,
including in particular, but not exclusively, the rights stated in section 25, first full sentence,
subsection a, b, and c of the Authors Act 1912 (reference, publication under an alias, change of
work).
6. Payment
6.1. The Contractor has sent a quotation for the Work. Attached as Annex 1. The payments for the
services rendered will be done in accordance with the quotation. The total amount payable for
the duration of the project is $11,500 for the activities detailed on Annex 1: OSD Budget.
6.2. The Contractor sends the first invoice for its services under this Agreement at the start of the
project, being 70% of the total amount in Annex 1. The second 30% will be transferred after
receipt of the invoice, upon approval of Butterfly Works and after completion of the Work.
7. Further rights and obligations
7.1. Parties will hand over to each other all necessary information to denounce claims from third
parties that are connected the execution of this agreement.
7.2. Intellectual property rights on achievements executed by or on behalf of the Contractor are
owned by the Commissioner; if necessary, the Contractor commits himself to their transfer to the
Commissioner.
8. Final clauses
8.1 This agreement is governed by Cambodian law.
8.2 All conflicts that may arise from or as a result of this agreement will be subject to the competent
court in Cambodia.
Thus agreed upon and undersigned in duplicate on [date]

The Commissioner

The Contractor
3

Dr. Oukvong Vathiny

RHAC Executive Director

Mr. Soeurn Klau

OSD Team Manager

Annex 1 OSD Budget

Annex 2 Planning e-learning