Smlouva o dílo
THIS WORK AGREEMENT (hereinafter referred to as the "Agreement") HAS BEEN ENTERED INTO ON THE DAY, MONTH AND YEAR SPECIFIED BELOW, BY AND BETWEEN THE FOLLOWING PARTIES
Date of birth:
Personal Id. No.:
(hereinafter referred to as „ Party No. 1 ")
Date of birth:
Personal Id. No.:
(hereinafter referred to as „ Party No. 2 ")
( Party No. 1 and Party No. 2 hereinafter jointly referred to as the "Parties" and individually as the "Party")
THE PARTIES HEREBY AGREE AS FOLLOWS:
In this Agreement “Work” means .
The Work is described in detail in Annex No. 1 hereof.
Subject-matter of the Agreement
The Contractor agrees to perform Work for the Client and the Client agrees to take the Work over and pay the Contractor a Price for it in line with all the terms and conditions stipulated herein.
Performance of Work
The Contractor request a reasonable part of the payment of costs during the performance of the Work taking into account the costs incurred.
If the Client is in default with any payments of consideration for the benefit of the Contractor, the Contractor suspend the Work under this Agreement until the relevant consideration is paid.
The Contractor subcontract the Work (to hire a third party).
If the Contractor is unclear about any part of the assigned Work, he/she/it may ask the Client for clarification, i.e. the Contractor may ask the Client to provide more detailed information, and the Client is obliged to provide the Contractor with cooperation without undue delay.
In the event of early termination of the performance by the Contractor (i.e. in the event of a partial performance of the Work) under this Agreement the Client the part of the remuneration for the performed part of the Work.
The Client agrees to create such conditions for the Contractor and/or any persons determined by the Contractor that will be suitable for due performance of the Work , including without limitation, the Client agrees to ensure or enable any necessary access.
Price for Work
The Client agrees to pay to the Contractor the amount of (hereinafter only the "Price").
The Price is fixed and final, i.e. it includes any potential extra work as well as work not performed.
The Client agrees to pay the Price or any part of it at the above address of the .
The Price for the Work is payable .
The Parties will draft and sign an acceptance certificate confirming the payment of the Price or its part, or any other document proving that the Price has been paid.
Handover of Work
The Contractor demonstrate to the Client that the Work is fit for its purpose.
The Parties agree that the Work is delivered upon such demonstration and upon handover to the Client.
The Contractor is obliged to perform the Work by .
The Parties agree that the Work will be handed over .
The Parties will draft and sign an acceptance certificate or any other document proving that the Work has been handed over and accepted.
Defects of Work
The Contractor shall be liable for any defects of the Work existing at the time of its handover to the Client.
The Client is obliged to duly inspect the Work and alert the Contractor to any apparent defects of the Work and should he/she/it fail to do so, the Work shall be presumed to be free of any apparent defects.
Defects of the Work shall be considered as claimed even if they are just recorded in in the acceptance certificate.
The Contractor is obliged to remove any defects of the Work within days from the delivery of the notification of the claimed defects of the Work.
Should the Contractor fail to remove the defects of the Work in the set period, the Client may remove the claimed defects of the Work on his/her/its own or through a third party at the cost of the Contractor and the Contractor agrees to reimburse such cost to the Client.
The Contractor provides warranty on the quality of the Work for months from the handover and takeover of the Work to the Client.
The warranty of the Contractor shall apply to
The purchase price of the thing that the Contractor will procure included in the Price for the Work.
The Client agrees to procure No. 2 hereto (hereinafter only the "Things").
The Contractor warranty for the quality of the Things for months from .
Passage of the Ownership Title
Where the performance of the Work results in a tangible asset, the ownership title to such asset shall pass to the Client .
The Contractor is fully liable to the Client for any damage caused by the Contractor to the Client as a result of a breach of any of the Contractor’s obligations specified herein. The Contractor is liable to the Client for any damage caused by the Contractor to the Client as a result of a breach of any of the Contractor’s obligations specified herein.
Risk of Damage
The risk of damage to the Work shall pass from the Contractor to the Client .
The Parties agree and render undisputed that the computer programme that is subject of the Work (hereinafter only the “Computer Programme”) has been completed by the Contractor at the Client’s order, and the Client is to exercise the Contractor´s proprietary copyright to the Computer Programme that is part of the Work by the Client’s name and to its account in line with Section 58 (1) together with (7) of Act No. 121/2000 Sb., the Copyright Act, as amended.
Should provision 13.1 hereof prove invalid or unenforceable (condition precedent), the Contractor shall assign the right to exercise the proprietary copyright to the Computer Programme to the Client.
The Contractor hereby gives to the Client his/her/its consent to assign the right to exercise the proprietary copyright to the Computer Programme to any third parties and other third parties consequently without any limitation.
The Contractor hereby gives to the Client its/his/her consent to publish, adjust, process and translate the Computer Programme, fuse it with another work, include it into a compound work and to present the Computer Programme in public under the Client’s own name.
The Contractor hereby gives consent to the Client to complete any incomplete Computer Programme.
The Contractor hereby assigns to the Client special rights of the maker of the database that forms part of the Work, i.e. the right to explore and enjoy the entire content of the database, or its qualitatively and quantitatively substantial parts and the right to empower a third party to exercise this right, and the Client accepts the special rights of the database maker.
The Contractor provides the Client, free of charge, with an exclusive licence to the parts of the Work other than the Computer Programme or database itself, especially, to the graphical content, licence, , (hereinafter only the "Licence").
The Licence covers
The Client .
The Client may fully or partially assign the Licence to any third party and the third party may assign it further without any limitation, to which the Contractor hereby gives its/his/her consent.
represents that it holds any and all intellectual property rights to grant the above proprietary copyright to the Work.
The Contractor is not entitled to any additional remuneration in connection with the copyright to the Work that has not been agreed herein.
The Client has the right to withdraw from this Agreement if:
The Contractor is in default with completion of the Work for more than days.
The Contractor is subject to liquidation or it has been adjudicated bankrupt by court, or the insolvency petition has been dismissed due to insufficient assets, or has been dissolved without liquidation and/or the Contractor has been adjudicated insolvent by court and/or the Contractor is subject to insolvency proceedings;
Circumstances caused by force majeure reported by the Contractor have persisted for more than days and the Parties fail to agree otherwise.
The representation of the Contractor under Paragraph 13.11 hereof proves to be false.
The Contractor has the right to withdraw from this Agreement if:
The Client is in default with the payment of the Remuneration or its part for more than days;
The Client is subject to liquidation or it has been adjudicated bankrupt by court, or the insolvency petition has been dismissed due to insufficient assets, or has been dissolved without liquidation and/or the Client has been adjudicated insolvent by court and/or the Client is subject to insolvency proceedings;
Circumstances caused by force majeure reported by the Client have persisted for more than days and the Parties fail to agree otherwise;
Either of the Parties may withdraw from the Agreement also on any statutory grounds.
The withdrawal becomes effective upon delivery of the written notice of withdrawal to the other Party.
8.5 In the event of withdrawal the Parties return any performance provided to that date.
The Contractor agrees to refrain from disclosing or using any information of trade and/or production value that they may have learnt in connection with the performance hereof, including but not limited to disclosing or using.
Any such information contained in this Agreement,
A database of the customers of the Client, or their contact details,
The pricing policy of the Client,
The marketing policy of the Client,
Information about any existing contracts and contractors of the Client,
Operation principles of the business of the Client,
Strategic decisions and business plans of the Client,
(hereinafter only the “Confidential Information”).
The non-disclosure obligation under 15.1 hereof shall apply, except when:
The Client has granted its prior written consent to such disclosure or use of the Confidential Information.
Legislation or a public authority requires such disclosure or use of the Confidential Information.
Such disclosure or use of the Confidential Information is necessary for the performance of this Agreement.
It has been permitted under a contract or agreement made by and between the Parties.
The Confidential Information does not include any information that is publicly available at the time of its disclosure or use.
The Client hereby gives its/his/her consent to the Contractor to mention the Client as its customer.
The Contractor acknowledges that the Confidential Information constitutes the trade secret of the Client.
If the Client in in default with the payment of the Price or a part thereof under Article 5 of this Agreement, the Client shall pay to the Contractor a contractual penalty in the amount of % of the due amount for each day in default until the outstanding amount has been fully paid.
If the Contractor is in default with the handover of the Work under Paragraph 6.3 hereof, the the Contractor shall provide the Client a discount in the amount of % from the Price for each day in default until the Work has been handed over.
If the Contractor breaches any of its non-disclosure obligations set out in Article 15 hereof, the Contractor shall be obliged to pay to the Client a contractual penalty in the amount of for each and every breach of any obligation specified therein.
The contractual penalty damages and the harmed Party is not entitled to any compensation of any damage from the other Party.
The Parties release each other from any liability for failure to fulfil obligations hereunder as long as an event of force majeure lasts, provided that they could not be required to prevent their failure to fulfil their obligations hereunder due to force majeure.
For the purposes of this Agreement, force majeure shall mean any event beyond the will of the Parties that impedes the fulfilment of their contractual obligations and that could not be foreseen at the moment this Agreement was entered into. For the purposes of this Agreement, force majeure includes, but is not limited to, any natural disasters, fires, explosions, gales, earthquakes, inundation, wars, strikes or any other events that are beyond the control of the Parties.
As long as the event of force majeure lasts, the obligations hereunder shall be suspended until the moment when the consequences of the force majeure are removed.
This Agreement is governed by the laws and regulations of the Czech Republic, including without limitation, by provisions of Section 2586 et seq. of Act No. 89/2012 Sb., the Civil Code, as amended.
In the Agreement, unless the context indicates otherwise, the meaning of words in a singular form also includes the plural and vice versa; references to a specific gender also include the other gender. Headings are used for convenience only and they do not influence the interpretation of the Agreement.
Any unenforceable or invalid provisions contained herein do not influence enforceability or effect the remainder of the provisions hereof, unless the nature of such provision or its content makes it unseverable from the remaining contents of the Agreement.
This Agreement constitutes a full arrangement between the Parties in relation to the subject-matter hereof and it replaces any previous arrangements related thereto.
This Agreement may be modified by written amendments executed by both the Parties.
This Agreement has been made in two counterparts. Each Party shall obtain one counterpart hereof.
Each Party shall bear its own costs incurred as a result of the conclusion hereof.
This Agreement comes into force and effect upon its execution by both Parties.
The Parties have read the Agreement, they agree with its contents and declare that it has been concluded based on their free will.
IN WITNESS WHEREOF, THE PARTIES AFFIX THEIR RESPECTIVE SIGNATURES
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