(the Contractorandthe Clienthereinafter jointly referred to as the “Parties” and individually as the “Party”)
THE PARTIES HEREBY AGREE AS FOLLOWS:
1.1In this Agreement “Work” meansDílo“ znamená .
1.2The Work is described in detail in Annex No. 1 hereof.
Subject-matter of the Agreement
2.1The 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
3.1The Contractorrequest payment of a reasonable part of the costs incurred during the performance of the Work.
3.2If the Client is in default with any payments of the consideration to be paid to the Contractor, the Contractorsuspend the Work under this Agreement until the relevant consideration is paid.performanceof the Work until the corresponding consideration is paid.
3.3The Contractorsubcontract the Work (to hire a third party).
3.4If 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.
3.5In 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 Clientthe part of the remuneration for the performed part of the Work.
3.6The 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 price is
4.1The Client agrees to pay to the Contractor the amount ofby words(hereinafter only the “Price”).
4.2The Price is fixed and final, i.e. it includes any potential extra work as well as work not performed.
4.3If there are any extra-work of a minor scope needed and provided that the Parties agree in each particular case, the extra-work and the increase of the total Price for the Work may be agreed by a mere electronic confirmation between the Parties. Extra-work of a minor scope means performance up to the amount ofby words.
The Price for the Work shall be paid
5.1The Client agrees to pay the Price or any part of itat the above address of the .
5.2The Price for the Work is payable .
5.3The 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
6.1The Contractordemonstrate to the Client that the Work is fit for its purpose.
6.2The Parties agree that the Work is delivered upon such demonstration and upon handover to the Client.if it is fit for its purpose.
6.3The Contractor is obliged to perform the Work by
6.4The Parties agree that the Work will be handed over .
6.5The 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
7.1The Contractor shall be liable for any defects of the Work existing at the time of its handover to the Client.
7.2The Client is obliged to duly inspect the Work and alert the Contractor to any apparent defects of the Workand should he/she/it fail to do so, the Work shall be presumed to be free of any apparent defects.
7.3Defects of the Work shall be considered as claimed even if they are just recorded in the acceptance certificate.
7.4The Contractor is obliged to remove any defects of the Work withindays from the delivery of the notification of the claimed defects of the Work.
7.5Should 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.
8.1The Contractor provides warranty on the quality of the Work formonths from the handover and takeover of the Work to the Client.
8.2The warranty of the Contractor shall apply to
Procurement of a Thing to Perform the Work
Will the Contractor procure (purchase) any things to perform the Work?
9.1The purchase price of the thing that the Contractor will procureincluded in the Price for the Work.
9.2The Client agrees to procureNo. 2hereto (hereinafter only the "Things")..
9.3The Contractorwarranty for the quality of the Thingsformonths from .
Passage of the Ownership Title
10.1Where the performance of the Work results in a tangible asset, the ownership title to such asset shall pass to the Client .
The Contractor will be liable for any damage
11.1The 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.
Risk of Damage
12.1The risk of damage to the Work shall pass from the Contractor to the Client .
Will the result of the performance be an author's work (e.g. a sculpture, picture, etc.)?
13.1The Contractor provides the Client, free of charge,licence,,(hereinafter only the “Licence”)..
13.2The Licence covers
13.3The Client .
13.4The 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.
13.5The Contractor represents that it holds any and all intellectual property rights to grant the above proprietary copyright to the Work.
13.6The Contractor is not entitled to any additional remuneration in connection with the copyright to the Work that has not been agreed herein.
14.1The Client has the right to withdraw from this Agreement if:
14.1.1The Contractor is in default with completion of the Work for more thandays.
14.1.2The 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;
14.1.3Circumstances caused by force majeure reported by the Contractor have persisted for more thandays and the Parties fail to agree otherwise.
14.1.4The representation of the Contractor under Paragraph13.5hereof proves to be false.
14.2The Contractor has the right to withdraw from this Agreement if:
14.2.1The Client is in default with the payment of the Remuneration or its part for more thandays;
14.2.2The 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;
14.2.3Circumstances caused by force majeure reported by the Client have persisted for more thandays and the Parties fail to agree otherwise;
14.3Either of the Parties may withdraw from the Agreement also on any statutory grounds.
14.4The withdrawal becomes effective upon delivery of the written notice of withdrawal to the other Party.
14.5In the event of withdrawal the Partiesreturn any performance provided to that date.
15.1The Contractor agrees to refrain from disclosing or using any information on trade and/or production value that they may have learnt in connection with the performance hereof, including but not limited to disclosing or using.
15.1.1Any such information contained in this Agreement,
15.1.2A database of the customers of the Client, or their contact details,
15.1.3The pricing policy of the Client,
15.1.4The marketing policy of the Client,
15.1.5Information about any existing contracts and contractors of the Client,
15.1.6Operation principles of the business of the Client,
15.1.7Strategic decisions and business plans of the Client,
(hereinafter only the “Confidential Information”).
15.2.1The Client has granted its prior written consent to such disclosure or use of the Confidential Information.
15.2.2Legislation or a public authority requires such disclosure or use of the Confidential Information.
15.2.3Such disclosure or use of the Confidential Information is necessary for the performance of this Agreement.
15.2.4It has been permitted under a contract or agreement made by and between the Parties.
15.3The Confidential Information does not include any information that is publicly available at the time of its disclosure or use.
15.4The Client hereby gives its/his/her consent to the Contractor to mention the Client as its customer.
15.5The Contractor acknowledges that the Confidential Information constitutes the trade secret of the Client.
16.1If the Client is in default with the payment of the Price or a part thereof under Article5of 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.
16.2If the Contractor is in default with the handover of the Work under Paragraph6.3hereof, 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.
16.3If the Contractor breaches any of its non-disclosure obligations set out in Article15hereof, the Contractor shall be obliged to pay to the Client a contractual penalty in the amount ofby wordsfor each and every breach of any obligation specified therein.
16.4The contractual penaltydamagesand the harmed Party is not entitled to any compensation of any damage from the other Party.
17.1The 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.
17.2For 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, inundations, wars, strikes or any other events that are beyond the control of the Parties.
17.3As 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.
18.1This 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.
19.1In 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.
19.2Any unenforceable or invalid provisions contained herein do not influence enforceability or the 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.
19.3This Agreement constitutes a full arrangement between the Parties in relation to the subject-matter hereof and it replaces any previous arrangements related thereto.
19.4This Agreement may be modified by written amendments executed by both the Parties.
19.5This Agreement has been made in two counterparts. Each Party shall obtain one counterpart hereof.
19.6Each Party shall bear its own costs incurred as a result of the conclusion hereof.
19.7This Agreement comes into force and effect upon its execution by both Parties.
19.8The 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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