Framework Agreement

between

le dot - E-Solution Stanic, Mirko Stanic Birmensdorferstrasse 240, 8003 Zürich UID: CHE-130.745.803 E-Mail: mail@le-dot.com (hereinafter "Contractor")

and

[Client] [Company/Organisation] [Client Address] (hereinafter "Client")

(collectively "the Parties")

---

Art. 1: Purpose

1.1 This framework agreement governs the general terms of long-term collaboration between the Parties in the field of IT consulting and IT services.

1.2 Individual services are agreed upon through separate individual assignments (Art. 3) based on this framework agreement.

Art. 2: Individual Assignments

2.1 Individual assignments are agreed in writing and contain at minimum:

• a) Description of the service;
• b) Duration or deadlines;
• c) Compensation (fixed fee, hourly or daily rate);
• d) Contact persons.

2.2 Upon signature by both Parties, an individual assignment becomes an integral part of this framework agreement.

2.3 This framework agreement does not establish any entitlement to the award of individual assignments.

Art. 3: Order of Precedence

3.1 In the event of contradictions between the framework agreement and an individual assignment, the individual assignment shall prevail.

3.2 For matters not addressed in the individual assignment, the provisions of this framework agreement shall apply.

Art. 4: Compensation

4.1 Compensation is based on the hourly and daily rates set out in Annex B (Rate Schedule), unless the individual assignment provides for different compensation.

4.2 The rates may be adjusted annually by the Parties as of 1 January. Changes must be communicated in writing at least 3 months in advance.

4.3 Adjusted rates apply to new individual assignments. Ongoing individual assignments remain subject to the originally agreed terms.

Art. 5: Payment Terms

5.1 The Contractor issues monthly invoices for services rendered in the preceding month.

5.2 Invoices are due for payment within 30 days of the invoice date.

5.3 In the event of late payment, the Contractor is entitled to charge default interest of 5% per annum (OR Art. 104 Abs. 1).

Art. 6: Term

6.1 This framework agreement enters into force on [Date] and is concluded for an indefinite period.

6.2 Optional: The minimum term is [X] months from entry into force.

Art. 7: Termination

7.1 After expiry of any minimum term, either Party may terminate this framework agreement with 3 months' notice effective at the end of a calendar quarter.

7.2 Individual assignments in progress at the time of termination shall be completed in an orderly manner, unless the Parties agree otherwise.

7.3 The right to terminate without notice for good cause remains reserved. Good cause exists in particular where, in good faith, the terminating Party can no longer reasonably be expected to continue the collaboration. The principles developed for the termination of continuing obligations for good cause (cf. OR Art. 337 applied by analogy) may be drawn upon accordingly.

Art. 8: Liability

8.1 Liability is governed by the Contractor's general terms and conditions or by the liability provisions of the respective individual assignment.

8.2 Unless otherwise agreed, the following principles apply:

• a) The Contractor is liable for direct damages in cases of intent or gross negligence.
• b) Liability per individual assignment is limited to the respective assignment value.
• c) Indirect damages and consequential damages are excluded to the extent permitted by law.
• d) Mandatory law is reserved, in particular liability for intent and gross negligence (OR Art. 100).

Art. 9: Confidentiality

9.1 The Parties undertake to keep confidential all confidential information received in the course of this collaboration and to use it solely for the contractual purpose.

9.2 This obligation shall survive the termination of this agreement for a period of 3 years.

9.3 Where required, the Parties shall enter into a separate non-disclosure agreement (NDA), which shall take precedence over the provisions of this article.

Art. 10: Data Protection

10.1 To the extent that the Contractor processes personal data on behalf of the Client in the course of providing services, the Parties shall enter into a separate data processing agreement (Auftragsverarbeitungsvertrag, AVV) in accordance with Swiss Data Protection Act (DSG Art. 9).

10.2 Both Parties undertake to comply with applicable data protection legislation, in particular the Swiss Federal Act on Data Protection (DSG) and the Ordinance on Data Protection (VDSG).

Art. 11: Final Provisions

11.1 Written form: Amendments and supplements to this agreement require written form and the signatures of both Parties.

11.2 Severability clause: Should any provision of this agreement 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 reflects the economic purpose of the invalid provision.

11.3 Applicable law: This agreement is governed exclusively by Swiss law.

11.4 Place of jurisdiction: The exclusive place of jurisdiction is Zurich.

---

Signatures

Contractor: le dot - E-Solution Stanic, Mirko Stanic, represented by Mirko Stanic

Place, date: Zürich, [Date]

Signature: ___________________________________

Client: [Company/Organisation], represented by [Client]

Place, date: ___________________________________

Signature: ___________________________________

---

Annexes

• Annex A: Individual assignment template
• Annex B: Rate schedule (hourly/daily rates)

---

Legal References

• OR Art. 1 ff.: General provisions on contract law (innominate contract)
• OR Art. 104: Default interest
• OR Art. 337 (by analogy): Termination without notice for good cause (an employment-law provision, drawn upon here only as an analogy)
• OR Art. 394 ff.: Mandate law (applicable subsidiarily)
• OR Art. 100: Voidness of advance exclusions of liability for intent and gross negligence
• DSG Art. 9: Processing of personal data by a processor