Subcontractor Agreement

between

le dot E-Solution Stanic, Mirko Stanic (hereinafter "Client") Birmensdorferstrasse 240, 8003 Zürich UID: CHE-130.745.803

and

[Contractor] (hereinafter "Subcontractor") [Contractor Address]

Art. 1 — Subject Matter

1.1 The Client engages the Subcontractor to provide services in connection with the project "[Project Name]". 1.2 The type and scope of services are defined in the appendix to this agreement. 1.3 This agreement enters into force on [Date].

Art. 2 — Independent Contractor Status

2.1 The Subcontractor provides services as a self-employed person within the meaning of AHVG Art. 9 and is not integrated into the Client's business organisation. 2.2 The Subcontractor uses their own tools and equipment unless otherwise agreed in writing. 2.3 The Subcontractor confirms that they are registered as self-employed with a social security compensation office (AHV-Ausgleichskasse) and shall provide corresponding proof upon request.

Art. 3 — Service Delivery

3.1 The place and time of service delivery are freely chosen by the Subcontractor, insofar as the project requirements permit. 3.2 Performance is assessed on the basis of results, not attendance or working hours. 3.3 Substitution pursuant to OR Art. 399 is only permitted with the Client's prior written consent.

Art. 4 — Compensation

4.1 The compensation is [Amount] CHF per hour / lump sum [Amount] CHF (select as applicable). 4.2 The Subcontractor shall invoice the Client on a monthly basis. A summary of services rendered must accompany each invoice. 4.3 The payment term is 30 days net from receipt of invoice. 4.4 The compensation is exclusive of VAT, unless the Subcontractor is subject to VAT (MWST).

Art. 5 — Social Insurance

5.1 The Subcontractor is solely responsible for all social insurance contributions, in particular:

• AHV / IV / EO
• Occupational pension (BVG)
• Accident insurance (UVG)
• Daily sickness benefits insurance (Krankentaggeldversicherung) 5.2 The Client does not make any social insurance contributions on behalf of the Subcontractor.

Art. 6 — Confidentiality

6.1 The Subcontractor undertakes to treat all information relating to the Client and the Client's customers as confidential. This includes, in particular, trade secrets, technical documentation, customer data, and internal processes. 6.2 The confidentiality obligation applies during the term of this agreement and for 3 years after its termination. 6.3 In the event of a breach of confidentiality, the Subcontractor shall owe a contractual penalty of CHF [Amount]. The right to claim damages exceeding this amount is reserved.

Art. 7 — Intellectual Property

7.1 All work results created under this agreement — including code, documentation, designs, and concepts — shall transfer to the Client upon full payment. The Client is entitled to pass these results on to their end customers. 7.2 The Subcontractor's own tools, libraries, and templates that existed prior to the start of this agreement or were developed independently of the engagement remain the property of the Subcontractor. Their use in the project does not constitute a transfer of ownership.

Art. 8 — Data Protection

8.1 The Subcontractor does not independently process personal data on behalf of the Client. 8.2 Insofar as access to personal data arises in the course of service delivery, the Client's instructions shall apply. The Subcontractor shall take appropriate technical and organisational measures to protect such data (DSG Art. 9). 8.3 If systematic data processing is required, the Parties shall conclude a separate data processing agreement (Auftragsverarbeitungsvertrag, AVV).

Art. 9 — Liability

9.1 The Subcontractor is liable for direct damages caused by wilful misconduct or gross negligence in the course of service delivery. 9.2 Liability is limited to the total contract value. 9.3 Liability for indirect damages and lost profits is excluded to the extent permitted by law.

Art. 10 — Termination

10.1 Either Party may terminate this agreement in writing with 30 days' notice. 10.2 Upon termination, work in progress shall be completed in an orderly manner and compensated based on actual effort. 10.3 The right to immediate termination for cause (wichtiger Grund) is reserved.

Art. 11 — Non-Compete Clause (optional — delete if not applicable)

11.1 During the term of this agreement and for [6] months after its termination, the Subcontractor shall not be entitled to work directly with end customers of the Client who became known in the context of this agreement, unless the Client gives prior written consent. 11.2 In the event of a breach of this article, the contractual penalty pursuant to Art. 6 Abs. 3 applies mutatis mutandis.

Art. 12 — Final Provisions

12.1 Written form: Amendments and supplements to this agreement require written form. 12.2 Severability clause: Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by an effective provision that most closely approximates the economic purpose. 12.3 Governing law: Swiss law applies. 12.4 Jurisdiction: The exclusive place of jurisdiction is Zürich.

Signatures

	Client	Subcontractor
Company	le dot E-Solution Stanic, Mirko Stanic	[Company/Organisation]
Name	Mirko Stanic	[Contractor]
Place, Date	Zürich, [Date]	[Place], [Date]
Signature	__	__

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References

• OR Art. 394–406 — Law of mandate (Auftragsrecht) (basis for service agreements)
• OR Art. 399 — Transfer of mandate execution to third parties (substitution)
• AHVG Art. 5 — Dependent employment (distinction criterion)
• AHVG Art. 9 — Self-employment (distinction criterion)
• DSG Art. 9 — Data security