Note: This document is a template. All entries in square brackets […] must be replaced with actual project and client data before use. The contents should be reviewed and adapted to the specific engagement. Legal review is recommended.
Work Contract
between
le dot E-Solution Stanic, Mirko Stanic Birmensdorferstrasse 240, 8003 Zürich UID: CHE-130.745.803 Email: mail@le-dot.com (hereinafter "Contractor")
and
[Client] [Company/Organisation] [Client address] (hereinafter "Client")
(collectively "the Parties")
Art. 1 — Subject matter
1.1 The Contractor undertakes to produce and deliver the project "[Project name]" as a work in accordance with the specifications set out in this contract and in Annex A (Specification) (OR Art. 363).
1.2 The Client undertakes to pay the agreed remuneration.
Art. 2 — Scope of services
2.1 The detailed scope of services is defined in Annex A (Specification), which forms an integral part of this contract.
2.2 Services not listed in the specification are considered additional services and require a written agreement.
Art. 3 — Deadlines and milestones
3.1 The Parties agree on the following deadlines and milestones:
| Milestone | Description | Deadline |
|---|---|---|
| M1 | [Description] | [Date] |
| M2 | [Description] | [Date] |
| M3 | Delivery of the work | [Date] |
3.2 A delay only exists if it is attributable to the Contractor (OR Art. 366 Abs. 1). Delays due to the Client's failure to cooperate (Art. 8) extend the deadlines accordingly.
3.3 In the event of foreseeable deadline changes, the Contractor shall inform the Client without delay.
Art. 4 — Remuneration
4.1 The remuneration for the work amounts to CHF [Amount] (excl. VAT).
4.2 The remuneration is due as follows:
| Milestone | Share | Amount CHF |
|---|---|---|
| Contract signing | [X]% | [Amount] |
| Milestone M2 | [X]% | [Amount] |
| Acceptance | [X]% | [Amount] |
4.3 Invoices are payable within 30 days of the invoice date.
4.4 In the event of late payment, the Contractor is entitled to charge default interest of 5% p.a. (OR Art. 104 Abs. 1).
Art. 5 — Acceptance
5.1 The Contractor shall notify the Client in writing of the completion of the work or individual milestones.
5.2 The Client shall inspect the work within 14 days of delivery and either declare acceptance or report any defects in writing (OR Art. 367 Abs. 1).
5.3 If no written notice of defects is given within this period, the work shall be deemed accepted (OR Art. 370 Abs. 1). Minor defects do not preclude acceptance.
5.4 The Client is obligated to inspect the work insofar as is practicable in the ordinary course of business and to notify the Contractor of any defects (OR Art. 367 Abs. 1).
Art. 6 — Warranty
6.1 The Contractor warrants that the work conforms to the agreed specifications.
6.2 Hidden defects that were not recognisable upon careful inspection may be reported by the Client within 12 months of acceptance (OR Art. 371 Abs. 2).
6.3 In the event of justified defect claims, the Client is entitled to rectification by the Contractor. If rectification fails twice, the Client may demand a reduction in remuneration or — in the case of substantial defects — rescission of the contract (OR Art. 368).
Art. 7 — Liability
7.1 The Contractor is liable for direct damages attributable to intent or gross negligence.
7.2 The Contractor's liability is in any case limited to the total amount of the agreed remuneration (Art. 4.1).
7.3 Liability for indirect and consequential damages, in particular loss of profit, data loss, or business interruption, is excluded to the extent permitted by law.
Art. 8 — Client's duty to cooperate
8.1 The Client shall provide the Contractor in a timely manner with:
- a) Access to systems, infrastructure, and environments;
- b) Required data and documentation;
- c) A contact person with decision-making authority;
- d) Decisions and approvals within agreed deadlines.
8.2 Delays attributable to the Client's failure to cooperate shall not be borne by the Contractor.
Art. 9 — Intellectual property
9.1 All work results produced under this contract shall become the property of the Client upon full payment of the remuneration.
9.2 Tools, methods, frameworks, and libraries developed by the Contractor before or independently of this contract shall remain the property of the Contractor. The Client receives a non-exclusive, perpetual right of use within the scope of the contractual purpose.
9.3 Open-source components are subject to their respective licence terms and are excluded from the transfer of ownership.
Art. 10 — Confidentiality
10.1 The Parties undertake to keep confidential all confidential information received in the course of this contract and to use it only for the contractual purpose.
10.2 This obligation shall continue for a period of 3 years after the termination of this contract.
10.3 Excluded is information that is or becomes publicly known without the receiving party being responsible.
Art. 11 — Termination
11.1 The Client may terminate the contract at any time against payment of remuneration for work already performed and compensation to the Contractor for lost profit (OR Art. 377).
11.2 In the event of termination, partial services already rendered shall be remunerated and delivered.
Art. 12 — Final provisions
12.1 Written form: Amendments and supplements to this contract require written form and the signature of both Parties.
12.2 Severability clause: Should any provision of this contract be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision.
12.3 Applicable law: This contract is governed exclusively by Swiss law.
12.4 Jurisdiction: The exclusive place of jurisdiction is Zurich.
Signatures
| Contractor | Client | |
|---|---|---|
| Company | le dot E-Solution Stanic, Mirko Stanic | [Company/Organisation] |
| Name | Mirko Stanic | [Client] |
| Place, date | Zürich, [Date] | __ |
| Signature | __ | __ |
Annexes
- Annex A: Specification
References
- OR Art. 363 — Definition of the work contract (Werkvertrag)
- OR Art. 366 — Contractor's delay
- OR Art. 367 — Client's duty to inspect and report defects
- OR Art. 368 — Warranty rights for defects (rectification, reduction, rescission)
- OR Art. 370 — Approval of the work / implied acceptance
- OR Art. 371 — Limitation period for defect claims
- OR Art. 377 — Client's right of withdrawal against indemnification
- OR Art. 104 — Default interest