Cobenian FREE Build Agreement

1. Parties, background and definitions

This Cobenian FREE Build Agreement (the "Agreement") is between Cobenian Corporation, Centreville, Virginia ("Cobenian"), and [Recipient legal name], [address] (the "Recipient"). It takes effect on the date the last party signs (the "Effective Date").

The Recipient was selected under the Cobenian FREE Build Official Rules, Round [one] (the "Rules"). Cobenian will build custom software for the Recipient at no charge, and in return the Recipient will take part in telling the story of the build.

Definitions:

• "Scope" means the written scope of work both parties sign under Section 2.1.
• "Build Window" means [November 30 to December 11, 2026], or other dates the parties agree in writing.
• "Deliverables" means the software, configuration and documentation described in the Scope.
• "Recipient-Specific Materials" means the parts of the Deliverables made solely for the Recipient's business: its data, content, branding, business rules as configured, and code that has no use outside the Recipient's business.
• "Cobenian Materials" means everything else in or used to make the Deliverables:
  • Cobenian's pre-existing software, tools, libraries and platforms, including Panel;
  • general-purpose components, templates, patterns and know-how created during the build;
  • any improvements to these.
• "Recipient Data" means data the Recipient or its users provide or that the Deliverables process for the Recipient.
• "AI Services" means third-party artificial-intelligence tools Cobenian uses to develop software, including Anthropic's Claude.

2. The build

2.1 Scope. The parties will agree on and sign a written Scope by [November 25, 2026]. The Scope sets out the problem, the Deliverables, what is out of scope, the deployment target, and the before-and-after measurements in Section 5.3. Cobenian builds only what the Scope describes.

2.2 Effort and window. Cobenian will spend up to [80] hours of engineering on the Deliverables during the Build Window. The work is performed by [Bryan Weber]. If a Scope item cannot be completed within the hours or the Build Window, the parties will agree in writing to remove or reduce it. Cobenian has no obligation to work beyond the hours or the Build Window.

2.3 Recipient cooperation. The Recipient will:

• (a) name a decision-maker with authority to approve the Scope, the mockups and changes, who will answer Cobenian's questions within one business day during the Build Window;
• (b) before the Build Window starts, give Cobenian the access, accounts, sample data and information the Scope requires, and confirm that the access works;
• (c) attend review sessions on about days 1, 5 and 10 of the Build Window;
• (d) give timely feedback on mockups and working versions.

Cobenian is not responsible for delays or reduced Deliverables caused by the Recipient not meeting this Section.

2.4 Access. The Recipient grants Cobenian access only as the Scope requires. Cobenian will use access only for the build, and the Recipient will revoke it at handover unless the parties agree otherwise in writing.

2.5 Handover and acceptance. By the end of the Build Window, Cobenian will:

• deploy the Deliverables to the target named in the Scope: the Recipient's own cloud account, Cobenian hosting under Section 8.4, or the Recipient's own machines or devices;
• provide the source code for the Recipient-Specific Materials, a runbook and a monthly operating-cost estimate;
• hold a walkthrough session.

The Deliverables are accepted on handover. Acceptance does not change Section 7.

3. Fees and costs

3.1 No charge. Cobenian charges no fee for the build. Its stated value is [$20,000], which is [80] hours at [$250] an hour. There is no cash alternative, and the award cannot be transferred.

3.2 Recipient-paid costs. The Recipient pays its own:

• hosting;
• domains;
• third-party services and licenses;
• usage-based charges the Deliverables incur once in use, including AI model usage at runtime.

These are billed by the providers to accounts the Recipient owns, or by Cobenian under Section 8.4 if the Recipient chooses Cobenian hosting. Cobenian will design the Deliverables to keep these costs reasonably low and will state its estimate at handover. Actual costs may differ.

3.3 Taxes and reporting. The Recipient is responsible for any taxes arising from receiving the build. Cobenian may report the value of the build as required by law.

4. Intellectual property

4.1 Recipient owns its specific materials. On handover, Cobenian assigns to the Recipient all rights in the Recipient-Specific Materials. The Recipient keeps all rights in Recipient Data.

4.2 Cobenian keeps Cobenian Materials. Cobenian keeps all rights in the Cobenian Materials, including those created during the build. Nothing in this Agreement transfers ownership of Cobenian Materials.

4.3 License to the Recipient. Cobenian grants the Recipient a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, run and modify the Cobenian Materials included in the Deliverables, solely as part of the Deliverables for the Recipient's own business. The license is transferable only with the Recipient's business. The Recipient may let its contractors use them for that purpose. The Recipient may not sell, license or distribute the Cobenian Materials on their own or as a product. This license survives termination, except for a material breach of this Section that the Recipient does not cure within 30 days of notice.

4.4 Reuse by Cobenian. Cobenian may use the Cobenian Materials, and general know-how gained in the build, for any purpose, including in products and services offered to others. Cobenian will not use Recipient Data or Recipient-Specific Materials for others, or disclose the Recipient's Confidential Information in doing so.

4.5 Third-party and open-source components. The Deliverables may include open-source or third-party components. Those are governed by their own licenses, which Cobenian will list in the runbook.

5. Publicity, interviews and measurements

5.1 Permission to tell the story. The Recipient agrees that Cobenian may name the Recipient as the Cobenian FREE Build recipient and may publish, in any medium:

• build updates (including daily updates during the Build Window);
• a white paper;
• videos;
• other promotional materials about the project.

These may use the Recipient's name and logo, and the names, images and voices of the people who take part in interviews with their consent.

5.2 Sample data only. Published material will show the software with sample or anonymized data only, never Recipient Data or the Recipient's Confidential Information. The Recipient's software is not published.

5.3 Interviews and measurements. The Recipient will:

• take part in short recorded interviews at the start of the Build Window, at handover, and about one month after handover;
• provide the before-and-after measurements defined in the Scope;
• provide a short statement of its honest opinion of the experience, which Cobenian may publish.

5.4 Review. Before publishing the white paper or a video, Cobenian will give the Recipient [5] business days to review it for factual accuracy and for any disclosure of Confidential Information. Cobenian will correct factual errors and remove Confidential Information the Recipient identifies. [The Recipient has no right to approve or veto other content.]

5.4a Disclosure of the free build. Wherever Cobenian publishes the Recipient's statement of opinion, or any other endorsement by the Recipient, it will clearly disclose that the Recipient received the build at no charge and is featured in Cobenian's promotion, as the FTC Endorsement Guides require. The Recipient will make the same disclosure if it endorses Cobenian publicly.

5.4b Promotion of the Recipient. Cobenian intends to feature the Recipient's business positively in the materials in Section 5.1. That is free publicity for the Recipient, but Cobenian does not guarantee any particular reach or result.

5.5 Duration. Cobenian may keep published material available indefinitely. After [24 months], the Recipient may ask Cobenian to stop publishing new material naming it, and Cobenian will do so.

6. Data, confidentiality, AI tools and security

6.1 Confidentiality. The parties' Mutual Non-Disclosure Agreement dated [date] (the "NDA") applies. Where the NDA and Section 5 conflict, Section 5 controls for the material it permits.

6.2 AI Services. Cobenian uses AI Services, including Anthropic's Claude, to write specifications, code and tests. Some Recipient information, which may include Recipient Data where real data is needed, will be processed by those services under their providers' terms, including Anthropic's commercial terms and privacy policy. The Recipient consents to this processing. Cobenian will:

• use sample or anonymized data wherever real data is not needed;
• tell the Recipient before real Recipient Data is used;
• use AI Services only under terms that do not permit the provider to train models on Cobenian's inputs, [where such terms are available].

6.3 Personal data. The Recipient will not give Cobenian personal data about its customers or employees unless the Scope requires it. Where it does, the Recipient confirms it has the right to share that data for the build, and the parties will agree any further terms the law requires.

6.4 Security. Cobenian will:

• protect Recipient Data and access credentials with reasonable administrative, technical and physical safeguards;
• review the Deliverables' code for security issues before handover;
• tell the Recipient without undue delay if it becomes aware of unauthorized access to Recipient Data in its control.

The build does not include an independent third-party security audit or penetration test.

7. Warranty, liability and indemnity

7.1 As-is. The Deliverables are provided free of charge "as is" and "as available". To the fullest extent the law allows, Cobenian disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Deliverables will be error-free or uninterrupted. No support or maintenance is included after handover.

7.2 Limitation of liability. To the fullest extent the law allows:

• (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data;
• (b) Cobenian's total liability arising from this Agreement, the build or the Deliverables is limited to [$1,000].

These limits do not apply to a party's breach of confidentiality, or to liability that cannot lawfully be limited.

7.3 Recipient responsibilities. The Recipient is responsible for:

• how it uses the Deliverables, and for checking their outputs before relying on them;
• its data and backups after handover;
• complying with laws that apply to its business.

7.4 Indemnity by the Recipient. The Recipient will defend and indemnify Cobenian against third-party claims arising from Recipient Data, materials the Recipient provides, or the Recipient's use of the Deliverables in breach of law.

7.5 Release. [The Recipient releases Cobenian, and its officers, employees and contractors, from all claims arising from the selection process and the Program (other than claims under this Agreement), except claims that cannot lawfully be released, such as for gross negligence or willful misconduct.]

8. Term, termination and general terms

8.1 Term. This Agreement runs from the Effective Date. Sections 3.3, 4, 5, 6, 7 and 8 survive its end.

8.2 Conditions and replacement recipient. Cobenian may terminate this Agreement by notice, and select another finalist under the Rules, if the Recipient:

• does not sign this Agreement within [5] business days of notice of selection;
• does not agree on a Scope by [November 25, 2026];
• materially fails to meet Section 2.3.

8.3 Other termination. Either party may terminate for the other's material breach not cured within 10 days of notice. Cobenian may also terminate if circumstances outside its reasonable control prevent the build, as the Rules allow. On termination before handover, Cobenian will deliver what it has completed, as is, and the licenses in Section 4 apply to it.

8.4 Optional services. Cobenian hosting (a monthly fee) and the Maintenance and Security plan ([$500] a month) are optional, offered under separate agreements, and not a condition of the build.

8.5 General terms.

• Independent parties: the parties are independent contractors.
• Entire agreement: this Agreement, the Scope, the NDA and the Rules are the entire agreement. Where they conflict, this Agreement controls, then the Scope, then the NDA, then the Rules.
• Changes: amendments must be in writing and signed by both parties.
• Assignment: neither party may assign this Agreement without consent, except Cobenian to a successor to its business.
• Governing law: [the Commonwealth of Virginia], with exclusive venue in the state or federal courts for [Fairfax County, Virginia].
• Notices: notices go by email to the addresses below, with a copy to info@cobenian.com for Cobenian.
• Electronic signatures and counterparts are valid.

8.6 Dispute resolution. [Any dispute arising from this Agreement or the Program will be resolved by binding individual arbitration administered by [the American Arbitration Association under its Commercial Rules], seated in [Fairfax County, Virginia]. Each party waives any right to a jury trial and to bring or join a class or representative action. Either party may seek injunctive relief in court to protect its confidential information or intellectual property.]