Sample of the contract with IT-contractor (Ukraine)

The law firm Zilver provides you the sample of the contract with Ukrainian IT-contractor, which may be used without legal assistance of Ukrainian lawyers.

We strongly recommend to execute contracts with Ukrainian subcontractors only with help of Ukrainian lawyers, but if you want to use some sample of the contract, you may use following one.

CONTRACT

about provision of services (performance of works) in the field of informatization

Kyiv, Ukraine May __th, 2020

IT-WORLDWIDE-GROUP, the legal entity registered and acting under laws of _____, duly represented by director ____________ acting on the basis of the articles of association, hereinafter referred to as “The Customer ” on the one hand, and

Private entrepreneur Developer QA, acting under laws of Ukraine, registration number (“The Contractor”)

Have agreed to execute this Contract about provision of services (performance of works) in the field of informatization (“The Contract”)

the parties agree as follows:

SUBJECT OF THE AGREEMENT

1.1. In accordance with the terms of this Contract, the Contractor, on the instructions of the Customer, undertakes in person to provide services (to perform works) in the field of informatization including, but not limited to:

computer programming services;
services in the development of standard software;
other services in the field of software development;
advising on informatization issues;
work with databases;
QA;
data processing, information placement on Web sites and Web portals, and related activities;
other services (work) in the field of information technology and computer systems required by the Customer.

1.2. The Parties confirm that during the execution of this Contract the Contractor acts as an independent contractor in accordance with the current civil law of Ukraine and in no case may be considered as a hired employee of the Customer or as its agent or representative.

1.3. For the provision of services (performance of works) within the framework of this Contract, the Customer shall provide the Contractor with the Technical Tasks (in writing or orally) containing the list, scope, timing and procedure for the provision of services (performance of works). The Terms of Reference may also include the price of specific services (works) and the procedure for their payment. Services are provided (works performed) by the Executor solely in accordance with the Customer’s Technical Tasks, which become an integral part (in writing or orally) of this Agreement.

1.4. The Customer provides the Contractor with all information necessary for the provision of services (performance of works) under this Contract.

PRICE OF SERVICES (BUSINESS) AND PROCEDURE OF CALCULATIONS

2.1. The total price of this Agreement is defined as the sum of the value of all services rendered (performed works), in accordance with the Acts of acceptance and transfer of services rendered by the Parties signed by the Parties (performed works) under this Agreement during its term of validity.

2.2. The cost of the Services (works) of the Contractor is determined by the Parties in the respective Terms of Reference.

2.3. The parties may agree on a partial or full advance payment for services (work).

2.4. The Parties have agreed that the Customer in any case makes an advance payment (prepayment) for this Agreement in the amount of XXXX Euro (XXXX Euro 00 eurocents) by transferring funds to the Contractor’s current account within 10 (ten) Banking days from the date of signing by the Parties to this Agreement

2.5. Additional cost of services (works) payable under this contract is pre-estimated by the Parties in proportion to the volume of work and their complexity and shall be agreed upon by the Parties additionally in accordance with the Act of acceptance-transfer of services rendered (performed works.

2.6. The settlements between the Parties are made exclusively in Euro

ORDER OF IMPLEMENTATION AND RECEIVING SERVICES (WORKS)

3.1 The Contractor renders services (performs work) to the Customer at his own risk and in person. At the same time, the Contractor has the right, with the consent of the Customer, to engage in the provision of services (performance of works) of other persons (subcontractors) while remaining responsible to the Customer for the result of their work. The involvement of other persons (subcontractors) in the provision of services (performance of works) should be carried out in full compliance with the terms of this Contract.

3.2 Transmission of the results of the Services (works) of the Contractor shall be made solely on the equipment provided by the Customer in order to respect the confidentiality of the information being transmitted. Such equipment remains the property of the Customer, and can not be used by the Contractor for purposes other than transfer of results of work.

3.3 In order to confirm the fact of the provision of services (performance of works) by the Contractor as a whole or the execution of a specific stage for a certain date, the Parties shall draw up an appropriate Acceptance Certificate for the services rendered (performed works), which is a sufficient basis for making settlements with the Contractor.

3.4 The Contractor shall provide to the Customer two copies of the signed Acceptance-Transfer Service (performed work) within 15 (fifteen) calendar days after the completion of the provision of services (performance of works) as a whole or the completion of the execution of a specific stage in accordance with the Terms of Reference.

3.5 The Customer undertakes to sign two copies of the Acceptance-Transfer Service (performed work) submitted by the Contractor not later than 10 (ten) working days from the date of submission of their originals to the Customer by the Contractor and within the aforementioned time period provide one signed copy of the Acceptance-Transmission Act of the Services rendered ( executed works) to the Contractor or to provide a reasoned refusal to sign this Act within the above term. In case of failure to provide to the Executor of the signed Act or the reasoned refusal, the services (work) in the aforementioned period will be deemed accepted, rendered in a proper manner and such that are to be paid by the Customer. In the case of a motivated refusal of the Customer of the Party within a period not later than 5 (five) working days from the date of receipt by the Contractor of a motivated refusal of the Customer, sign a protocol containing a list of significant deficiencies and the terms for their elimination. The Contractor shall, at his own expense, eliminate such shortcomings in the time indicated by the Customer. Acceptance of services (works) and signing of the corresponding Acceptance-Transfer Service (services performed) by the Customer shall be performed after the elimination of all deficiencies.

3.6 The quality of the services provided (performed work) must meet the requirements, standards, specifications, and other technical documentation applicable to this type of software products and services. The quality requirements for the results of the services provided (works performed) can be specified in the Terms of Reference.

RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1.The Customer is obliged:

To pay timely for the Services/ Works.
To accept timely the results of the Services/ Works.
To assist the Contractor in the provision/ performance of the Services/ Works.

4.2. The Customer has the right:

4.2.1. To monitor progress and /or quality of Services/Works provision/performance by the Contractor. The Customer has the right to entrust the conduct of such control to the third Party, in advance warning of the Contractor.

4.2.2. To receive from the Contractor all necessary information about the Services/Wworks provided.

4.2.3. To demand from the Contractor eliminating the defects and/ or deficiencies of the provided/performed Services/Works that are revealed during the work completion and acceptance period and next 12 (twelve) month after execution of the Acceptance Certificate .

4.3. The Contractor is obliged:

4.3.1. To provide/perform the Customer with the Services/Works specified in this Contract in a timely manner and on a highly skilled level.

4.3.2. Upon termination or in case of early termination of this Contract, to transfer to the Customer all materials, IPI, documents received from the Customer or created during the execution of this Contract, including, but not limited to: source materials, reports, graphic elements, source code, object code, source code, formula, specification, hardware design, business and commercial data, know-how, formulas, processes, designs, thumbnails, pictures, plans, drawings, technical requirements, sample reports, models, lists customers, price lists, researces, received data, computer programs, inventions, ideas, etc.

4.3.3. Not to use the results of the provision/performance of Services/Works under this Contract, including but not limited to: IPI received (created) in the execution of this Contract, for their own purposes and / or for the purpose of Third parties.

4.3.4. When creating an IPI not to use without any prior written consent of the Customer any objects of legal protection, copyright (including exclusive) right to which he does not belong. Terms of use of intellectual property rights of third parties will be agreed by the Parties in the Additional agreements to the Contract.

4.3.5. Not to install any software on the Customer’s Equipment without the prior written consent of the latter; not to use the provided Equipment for the development of computer programs with signs of viruses, not to distribute and / or store materials in any form that contradict the principles of public morality (for example, materials of violence or pornography).

4.3.6. Not to install unlicensed software on the Customer’s Equipment; not to use unlicensed software on the Equipment of the Customer; in case of detection of unlicensed software on the Customer’s Devices, notify the Customer within two business days from the date of such detection.

4.3.7. To comply with the information security rules when fulfilling the Contract.

4.3.8. Upon request of the Customer to inform about the current state of the provision/performance of Services/Works in the terms and manner established by the Customer (by telephone, fax, by e-mail, etc.).

4.3.9. install on the equipment used for fulfillment of Orders, upon request of the Customer, the software for data protection, use such software during Orders execution, comply with the data protection requirements defined by the Customer if they do not contravene the provisions of this Contract.

4.4. The Contractor has the right:

4.4.1. To request the Customer the information needed for the provision/performance of Services/Works within the framework of this Contract, while the Customer has the right to refuse to the Contractor to provide such information in order to protect the confidential information of their clients and/or partners. In case of impossibility of provision/performance of Services/Works due to failure to provide such information, the Contractor shall immediately notify the Customer thereof.

4.4.2. To independently determine the place of provision/performance of Services/Works.

4.4.3. To install and use on the Equipment of the Customer such software that meets the license requirements for free or Conditional Free Software.

4.4.4. To demand payment of the provision/performance of Services/Works in accordance with the terms of this Contract.

RESPONSIBILITY OF THE PARTIES AND SOLVING DISPUTES

5.1. In the event of failure or improper performance of the obligations provided for in this Agreement, the Parties shall be liable in accordance with the laws of the Ukraine, unless otherwise specified in the relevant additional agreements to this Agreement.

5.2. The Parties shall not be liable for any lost profits related to breach of obligations under this Agreement.

5.3. For violation of the requirements of clauses 6.1, 6.3 and 6.6 of this Agreement, the Contractor is obligated to pay a fine of 10 000,00 (Ten Thousand euros, 00 euro cents) to the Client.

5.4. In case of disputes concerning the issues stipulated by this Agreement, the Parties will take all measures to resolve them by negotiation.

5.5 In the event that these disputes can not be resolved by negotiation, they are settled by Ukrainian courts in accordance Ukrainian legislation.

CONFIDENTIALITY

6.1. The Parties undertake not to disclose to third parties any information that became known to them in connection with the signing of this Agreement and fulfillment of its obligations without the prior written consent of the other Party. The confidentiality obligations entrusted to the Parties by this Agreement are valid throughout the term of the Agreement and within the next 3 (three) years after the termination / termination of its validity. Not considered a violation of the provisions of this section of the Agreement, providing information to third parties with the consent of the Customer, for the implementation of paragraph 3.1. this Agreement.

6.2. Confidential information means any information provided to the Executor by the Customer in a document (in paper, electronic or oral form) including but not limited to: scientific, business and commercial data, know-how, formulas, processes, designs, sketches, photographs plans, drawings, technical requirements, sample reports, models, customer lists, price lists, research, data obtained, computer programs, inventions, ideas, as well as any other information provided in the framework of this Agreement; information contained in this Agreement and information on the conclusion and existence of this Agreement.

6.3. The Contractor undertakes, at the request of the Customer, in particular, in case of termination of this Agreement or expiration of its term, to return and / or destroy all the documentation, programs, data, source code of the programs, results (protocols) of testing from all information carriers transferred to him.

6.4. The information will not be considered confidential and the Contractor will not be bound by such information if it meets at least one of the following conditions:

– already known to the Contractor before the conclusion of the Agreement;

– Received legally from a third party outside the context of this Agreement;

– disclosed publicly by the Customer;

– disclosed by a substantiated written request of a state body whose authority in obtaining such information is determined by the current legislation of Ukraine;

– is allowed to be distributed with the written consent of the Customer.

In each of these cases, the Contractor shall provide the Customer written explanations in each case of disclosure or leakage of information with documentary evidence of the legality of their actions within 10 calendar days from the date of receipt of a written request from the Customer.

6.5. The relations of the Parties under this Privacy Contractual Agreement are governed by the Agreement on Confidentiality, which the Parties conclude at the same time as the conclusion of this Agreement. The Contractor, for the purpose of protecting confidential and commercial information about the economic activities of the Customer, without the Customer’s consent, undertakes not to have direct or indirect (through third parties) contacts with any Customer’s clients (including potential – legal entities or individuals – entrepreneurs , which engage in activities similar to those of the client of the Customer), if such contacts cause or may harm the financial or other interests of the Customer, to reduce the expected profits.

6.6.The Contractor shall not have the right to enter into commercial relations with the Customer’s contractors without the Customer’s prior consent during the term of the Contract and for the next 3 years after its termination.

RIGHTS TO INTELLECTUAL PROPERTY OBJECTS

7.1. The parties have agreed that all exclusive property rights to objects of intellectual property that will be created in the course of execution by the Contractor of this Agreement, namely:

 the right to use the object of intellectual property,

– the exclusive right to authorize the use of an intellectual property object;

 the exclusive right to interfere with the unlawful use of the object of intellectual property, including prohibiting such use,

 as well as other rights that exist today or will exist in the future,

belong to the Customer.

7.2. The exclusive right to use an intellectual property object allows the Customer to use it in any form and in any way and without any conditions.

7.3. The exclusive right of the Customer to permit or prohibit the use of an object of intellectual property that will be created under this Agreement gives him the right to authorize or prohibit:

1) reproduction of the object of intellectual property;

2) public demonstration and public display;

3) any re-disclosure of an object of intellectual property, if it is carried out by another organization than the one that made the first disclosure;

4) translations of the object of intellectual property;

5) processing, adaptation, arrangement and other similar changes to the object of intellectual property;

6) the inclusion of the object of intellectual property as an integral part of other objects of intellectual property;

7) the alienation of an object of intellectual property in any way or by way of lease or lease, or through another transfer to the first sale of copies of an object of intellectual property;

8) alienation by any method of the original or copies of the object of intellectual property;

9) import, export of copies of the object of intellectual property,

and any other uses that exist today and those that will exist in the future.

7.4. The exclusive proprietary rights of the Customer for the objects of intellectual property, created in the course of execution by the Contractor of this Agreement, extend both to the finished object of intellectual property and to the materials received during its development, the resulting audiovisual displays, regardless of language and form Expression, including source text and object code.

7.5. The author’s remuneration for the use of intellectual property objects (results of work) and the transfer of the author’s exclusive property rights to them to the Customer is taken into account in the amount of payment for services (works).

7.6. The possession of the Exclusive Property Rights by the Customer shall remain valid for the whole term of copyright in all territories, including other states.

7.7. Developed in the course of implementation of this Agreement, the ideas, know-how, methods and other information developed by the Contractor in any way can be used indefinitely by the Customer in their own activities without any obligations regarding the Contractor.

7.8. The Contractor guarantees that the services (works) provided to the Customer do not violate the copyright and patent rights, trade secrets and other rights of third parties, and in case of violation of such rights, it undertakes to resolve all claims and / or at its own expense on its own account and / or at its own expense. the claims of such third parties.

FORCE MAJOR

8.1. The parties shall be released from responsibility for failure to fulfill and / or improper fulfillment of obligations under this Agreement in the event of circumstances of force majeure such as: adoption by the state authorities of regulatory acts that significantly impede the implementation of the Treaty, earthquakes, floods, fires, typhoons, hurricanes, hostilities, massive diseases (epidemics, epizootics), traffic constraints, the prohibition of commercial operations with individual countries as a result of the application of international sanctions, as well as other similar circumstances that is dependent on the will of the Parties (hereinafter – the “force majeure”).

8.2. A party that has been subjected to force majeure circumstances is obliged to notify the other Party within five days from the date of occurrence of such circumstances.

8.3. In cases of force majeure circumstances, the terms of fulfillment by the Parties of obligations under this Agreement shall be extended in proportion to the time during which such Force Majeure Circumstances and / or their consequences are in force.

8.4. The party referring to the Force Majeure Circumstances shall, in support of such influence, be obliged to provide a document issued by the competent state authority or the relevant Chamber of Commerce and Industry or its branch.

8.5. If Force Majeure circumstances last more than six months, each Party shall have the right to terminate this Agreement by returning to the other Party all property or cash received in advance for the execution of this Agreement by the end of its term. Neither Party has the right to demand other compensation for possible losses.

PERSONAL DATA

9.1. The Contractor hereby agrees to collect, process and transfer his personal data (in particular, to receive, add to the database, distribution, transfer to third parties, addition or other modification, destruction and other actions that the Customer may make with his personal data in writing ( electronic, and other forms, including, but not limited to, the following: name, surname, patronymic, date of birth, passport details, identification number, data Extracts from the unified state register of legal entities and sole proprietors, in inc. with respect to the topic of taxation, qualification information, communication number, electronic identification data (IP-address, telephone, e-mail), residence data, as well as other data voluntarily provided by them in order to ensure the implementation of civil law and economic legal relations, conducting settlements with the Contractor, accounting and tax accounting, for communication and contractual relations with state authorities, counteragents and other third parties in the course of economic activities, as well as for other purposes that are not violating current legislation. The Contractor hereby acknowledges his agreement that, if necessary, his personal data may be processed and provided to third parties.

9.2. The parties undertake, in accordance with the requirements of European legislation on the protection of personal data, to ensure adequate protection of personal data from unlawful processing as well as against unlawful access to them, including taking necessary measures to prevent disclosure of personal data by employees and / or other authorized persons of the Parties, by whom such personal data was entrusted or became known to them in connection with the performance of duties under this Agreement.

9.3 The Contractor agrees that the Customer is not responsible for any processing, failure to ensure access and protection of personal data by the Contractor by third parties, including employees of the Customer, if the provision of access to such personal data (or other action that created the possibility of further unauthorized processing by third parties) was made by the Customer or another person at the permission of the Contractor outside the performance of duties under this Agreement for personal purposes or for other purposes not related to the performance of duties under this Agreement. Om, using technical means or other materials / equipment customer.

TERM OF THIS AGREEMENT

10.1. This Agreement shall come into force on the date of its signature by the Parties and shall expire on December 31, 20XX, but not before the full and proper fulfillment by the Parties of their obligations under the Treaty.

10.2 Upon expiration of the Agreement, the Agreement shall be automatically extended for each subsequent calendar year unless either Party notifies the other Party of its wish to terminate the Agreement no later than 30 (thirty) calendar days before the date of termination of the Agreement.

10.3 Each Party has the right at any time to terminate this Agreement, in writing (by registered letter), warning the other Party within 30 (thirty) calendar days before the desired date of termination. The date of receipt of the letter from either of the Parties is deemed to be the moment of notification. Accordingly, the date of termination of the Agreement shall come to an end 30 (thirty) calendar days from the receipt of the letter of termination by the Party.

10.4 The Customer has the right to terminate the Agreement unilaterally without observing the terms established in clause 10.3 of this Contract if:

a) The Contractor has violated clauses 4.3.1. – 4.3.6. this Agreement;
b) The Contractor has sustained losses or violated the Customer’s commercial interests.
c) If there are valid reasons, such as further disadvantage or termination of the Customer’s project, changing the conditions in the market of software products, changing business plans of the Customer, lack of funds to finance works, etc. In this case, the Customer undertakes to pay to the Contractor the services (work) provided (executed) and unpaid to the moment of termination of this Agreement, and the Contractor, if he receives a prepayment for the services (work) in accordance with clause 2.3. of this Agreement, undertakes to reimburse the Customer over-paid by the Customer in full within 10 (ten) working days after the termination of this Agreement.

OTHER CONDITIONS

11.1. The amendments, supplements and appendices to this Agreement are an integral part thereof and are valid if they are stated in writing and signed by the authorized representatives of the Parties.

11.2. In case of any changes: legal status, tax system, location and registration, bank or other details, contacts, the Contractor is required to file a written statement about this to the Customer within 10 days from the moment of their occurrence. In case of late communication, the Contractor shall indemnify the Customer for all losses incurred by the Customer in connection with such untimely communication.

11.3 This Agreement is drawn up in Ukrainian and English in duplicate, each of which has the same legal validity.

12.DETAILS OF THE PARTIES

CUSTOMER

CONTRACTOR

For detailed consultations concerning legal issues of contracting Ukrainian developers (any other IT-specialists), for drafting and execution of contracts with Ukrainian IT-specialists please contact the Law firm Zilver: + 38 050 140 95 60or info@zilver.com.ua. Or you may meet our lawyers in Kyiv, Dnipro or Cherson. Lawyers of the Law firm Zilver speak English and German.

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