<main>
<article id="editable">
<header>
<h1 class="headline">Development Contract</h1>
<div class="meta"> This Contract is between <address itemscope itemtype="http://schema.org/Company"
class="author">Zozany s.r.o Located at Velké kunratické 1406/26. 14800 Praha 4 DIC:CZ05951003 ICO:05951003
</address> (the "Client") and <address itemscope itemtype="http://schema.org/Person" class="author"> <a
itemprop="name" rel="author" href="http://www.mtkocak.net">Mutlu Kocak</a> Located at <span
itemprop="address" itemscope itemtype="http://schema.org/PostalAddress"> <span
itemprop="streetAddress">Parizska 5, Praha 1</span> <span itemprop="addressLocality">Prague</span>, <span
itemprop="postalCode">110 00</span> <span itemprop="addressCountry">Czech Republic</span> </span>
</address>(the "Developer"). The Contract is dated October 10, 2017. </div>
</div>
</header>
<section>
<h2>1. WORK AND PAYMENT.</h2>
<h3>1.1 Project.</h3>
<p> The Client is hiring the Developer to do the following: - Software Development of Ecommerce System of Cosmetic
Products and optimization of web presence.</p>
</section>
<section>
<h4>1. Gummyprofessional.cz</h4>
<p>We can use same engine of zozanycosmetics.cz without any theme customization and Payment Gateway configuration.
(5000Czk) Theme customization to clone gummyprofessional.com, adding czech and english language is (3000Czk)
Adding 10 Products is free. </p>
</section>
<section>
<h4>2. SEO analysis of ZozanyCosmetics.cz</h4>
<p>To analyze our main website using Google's and other service providers marketing tools. (1000 Czk) Adding
social tags, checking every product categories against google product categories. (1000 Czk) </p>
</section>
<section>
<h4>3. Digital Advertisement</h4>
<p>Digital advertisement panels are super complicated and choosing against which audience is difficult. Creating
instagram, facebook and google ads. Integrating Facebook business with online presence. (4000 Czk) One creation
of a facebook ad is free. </p>
</section>
<section>
<h4>4. 30 hours of onsite education and service.</h4>
<p>Normally 30 hours of onsite education and service is 22500 Czk as consultation cost. Hence we have been working
together, 5000 Czk for consultation costs is enough. If I work remote on this project and if we meet for
meetings in central prague, around Parizska street, you don't have to pay for onsite services. Total is
19000CZK. </p>
<h3>1.2 Schedule.</h3>
<p> The Developer will begin work on October 11, 2017 and must finish the work by November 18, 2017. </p>
<h3>1.3 Payment.</h3>
<p> The Client will pay the Developer a flat fee of 19000 Kč (CZK). Of this, the Client will pay the Developer
10,000.00 Kč (CZK) before work begins. </p>
<h3>1.4 Expenses.</h3>
<p> The Client will reimburse the Developer's expenses. Expenses do not need to be pre-approved by the Client.
Reimbursement is subject to the following: - Optional paid themes. - Extra demands like plugins - Server costs -
SSL Certificates - Agreements with Banks or Payment Services </p>
<h3>1.5 Invoices.</h3>
<p> The Developer will invoice the Client at the end of the project. The Client agrees to pay the amount owed
within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the
outstanding amount. </p>
<h3>1.6 Support.</h3>
<p> The Developer will provide support for the deliverable(s) under the following conditions: Any kind of extra
work demanded by customer is invoiced with 750 Czk. + VAT per hour. </p>
</section>
<section>
<h2>2. OWNERSHIP AND LICENSES.</h2>
<h3>2.1 Client Owns All Work Product.</h3><p> As part of this job, the Developer is creating “work product” for the Client.
To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups,
hardware, designs, inventions, patents, code, and anything else that the Developer works on—that is, conceives,
creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before
the date of this Contract or after. The Developer hereby gives the Client this work product once the Client pays
for it in full. This means the Developer is giving the Client all of its rights, titles, and interests in and to
the work product (including intellectual property rights), and the Client will be the sole owner of it. The
Client can use the work product however it wants or it can decide not to use the work product at all. The
Client, for example, can modify, destroy, or sell it, as it sees fit. </h3>
<h3>2.2 Developer’s Use Of Work Product.</h3>
<p> Once the Developer gives the work product to the Client, the Developer does not have any rights to it, except
those that the Client explicitly gives the Developer here. The Client gives the Developer permission to use the
work product as part of the Developer's portfolio and websites, in galleries, and in other media, so long as it
is to showcase the Developer's work and not for any other purpose. The Developer is not allowed to sell or
otherwise use the work product to make money or for any other commercial use and is not responible for the
damages caused by third parties. The Client is not allowed to take back this license, even after the Contract
ends. </p>
<h3>2.3 Developer’s Help Securing Ownership.</h3>
<p> In the future, the Client may need the Developer’s help to show that the Client owns the work product or to
complete the transfer. The Developer agrees to help with that. For example, the Developer may have to sign a
patent application. The Client will pay any required expenses for this. If the Client can’t find the Developer,
the Developer agrees that the Client can act on the Developer’s behalf to accomplish the same thing. The
following language gives the Client that right: if the Client can’t find the Developer after spending reasonable
effort trying to do so, the Developer hereby irrevocably designates and appoints the Client as the Developer’s
agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Developer and on the
Developer’s behalf to execute, verify, and file the required documents and to take any other legal action to
accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).</p>
<p> </p>
<h3>2.4 Developer’s IP That Is Not Work Product.</h3>
<p> During the course of this project, the Developer might use intellectual property that the Developer owns or
has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.”
Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web
application tools. The Developer is not giving the Client this background IP. But, as part of the Contract, the
Developer is giving the Client a right to use and license (with the right to sublicense) the background IP to
develop, market, sell, and support the Client’s products and services. The Client may use this background IP
worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in
Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or
services. The Developer cannot take back this grant, and this grant does not end when the Contract is over. </p>
<h3>2.5 Developer’s Right To Use Client IP.</h3>
<p> The Developer may need to use the Client’s intellectual property to do its job. For example, if the Client is
hiring the Developer to build a website, the Developer may have to use the Client’s logo. The Client agrees to
let the Developer use the Client’s intellectual property and other intellectual property that the Client
controls to the extent reasonably necessary to do the Developer’s job. Beyond that, the Client is not giving the
Developer any intellectual property rights, unless specifically stated otherwise in this Contract. </p>
</section>
<section>
<h2>3. COMPETITIVE ENGAGEMENTS.</h2>
<p>The Developer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a
competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides
products or services that are substantially similar to the Client’s products or services. A competitor is also a
third party that plans to do any of those things. The one exception to this restriction is if the Developer asks
for permission beforehand and the Client agrees to it in writing. If the Developer uses employees or
subcontractors, the Developer must make sure they follow the obligations in this paragraph, as well. </p>
</section>
<section>
<h2>4. NON-SOLICITATION.</h2>
<p>Until this Contract ends, the Developer won’t: (a) encourage Client employees or service providers to stop
working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c)
hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is
if the Developer puts out a general ad and someone who happened to work for the Client responds. In that case,
the Developer may hire that candidate. The Developer promises that it won’t do anything in this paragraph on
behalf of itself or a third party. </p>
</section>
<section>
<h2>5. REPRESENTATIONS.</h2>
<h3>5.1 Overview.</h3> <p>This section contains important promises between the parties. </p>
<h3>5.2 Authority To Sign.</h3>
<p> Each party promises to the other party that it has the authority to enter into this Contract and to perform
all of its obligations under this Contract. </p>
<h3>5.3 Developer Has Right To Give Client Work Product.</h3>
<p> The Developer promises that it owns the work product, that the Developer is able to give the work product to
the Client, and that no other party will claim that it owns the work product. If the Developer uses employees or
subcontractors, the Developer also promises that these employees and subcontractors have signed contracts with
the Developer giving the Developer any rights that the employees or subcontractors have related to the
Developer’s background IP and work product. </p>
<h3>5.4 Developer Will Comply With Laws.</h3>
<p>The Developer promises that the manner it does this job, its work product, and any background IP it uses comply
with applicable U.S. and foreign laws and regulations. </p>
<h3>5.5 Work Product Does Not Infringe.</h3>
<p> The Developer promises that its work product does not and will not infringe on someone else’s intellectual
property rights, that the Developer has the right to let the Client use the background IP, and that this
Contract does not and will not violate any contract that the Developer has entered into or will enter into with
someone else. </p>
<h3>5.6 Client Will Review Work.</h3>
<p> The Client promises to review the work product, to be reasonably available to the Developer if the Developer
has questions regarding this project, and to provide timely feedback and decisions. </p>
<h3>5.7 Client-Supplied Material Does Not Infringe.</h3>
<p> If the Client provides the Developer with material to incorporate into the work product, the Client promises
that this material does not infringe on someone else’s intellectual property rights. </p>
</section>
<section>
<h2>6. TERM AND TERMINATION.</h2>
<p>This Contract ends on November 18, 2017, unless the Client or the Developer ends the contract before that time.
Either party may end this Contract for any reason by sending an email or letter to the other party, informing
the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract
officially ends once that time has passed. The party that is ending the Contract must provide notice by taking
the steps explained in Section 11.4. The Developer must immediately stop working as soon as it receives this
notice, unless the notice says otherwise. The Client will pay the Developer for the work done up until when the
Contract ends and will reimburse the Developer for any agreed-upon, non-cancellable expenses. The following
sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4
(Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10
(Indemnity); and 11 (General). </p>
</section>
<section>
<h2>7. INDEPENDENT CONTRACTOR.</h2>
<p>The Client is hiring the Developer as an independent contractor. The following statements accurately reflect
their relationship:
<ul>
<li>The Developer will use its own equipment, tools, and material to do the work.</li>
<li>The Client will not control how the job is performed on a day-to-day basis. Rather, the Developer is
responsible for determining when, where, and how it will carry out the work.</li>
<li>The Client will not provide the Developer with
any training.</li>
<li>The Client and the Developer do not have a partnership or employer-employee relationship. </li>
<li> The
Developer cannot enter into contracts, make promises, or act on behalf of the Client. </li>
<li> The Developer is not
entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation
days).
</li>
<li> The Developer is responsible for its own taxes.</li>
<li> The Client will not withhold taxes or make payments for
disability insurance, unemployment insurance, or workers compensation for the Developer or any of the
Developer’s employees or subcontractors.
</ul>
</p>
</section>
<section>
<h2>8. CONFIDENTIAL INFORMATION.</h2>
<h3>8.1 Overview.</h3> <p>This Contract imposes special restrictions on how the Client and the Developer must handle
confidential information. These obligations are explained in this section. </h3>
<h3>8.2 The Client’s Confidential Information.</h3>
<p> While working for the Client, the Developer may come across, or be given, Client information that is
confidential. This is information like customer lists, business strategies, research & development notes,
statistics about a website, and other information that is private. The Developer promises to treat this
information as if it is the Developer’s own confidential information. The Developer may use this information to
do its job under this Contract, but not for anything else. For example, if the Client lets the Developer use a
customer list to send out a newsletter, the Developer cannot use those email addresses for any other purpose.
The one exception to this is if the Client gives the Developer written permission to use the information for
another purpose, the Developer may use the information for that purpose, as well. When this Contract ends, the
Developer must give back or destroy all confidential information, and confirm that it has done so. The Developer
promises that it will not share confidential information with a third party, unless the Client gives the
Developer written permission first. The Developer must continue to follow these obligations, even after the
Contract ends. The Developer’s responsibilities only stop if the Developer can show any of the following: (i)
that the information was already public when the Developer came across it; (ii) the information became public
after the Developer came across it, but not because of anything the Developer did or didn’t do; (iii) the
Developer already knew the information when the Developer came across it and the Developer didn’t have any
obligation to keep it secret; (iv) a third party provided the Developer with the information without requiring
that the Developer keep it a secret; or (v) the Developer created the information on its own, without using
anything belonging to the Client. </p>
<h3>8.3 Third-Party Confidential Information.</h3>
<p> It’s possible the Client and the Developer each have access to confidential information that belongs to third
parties. The Client and the Developer each promise that it will not share with the other party confidential
information that belongs to third parties, unless it is allowed to do so. If the Client or the Developer is
allowed to share confidential information with the other party and does so, the sharing party promises to tell
the other party in writing of any special restrictions regarding that information. </p>
</section>
<section>
<h2>9. LIMITATION OF LIABILITY.</h2>
<p>Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have
foreseen when it entered this Contract. </p>
</section>
<section>
<h2>10. INDEMNITY.</h2>
<h3>10.1 Overview.</h3><p> This section transfers certain risks between the parties if a third party sues or goes after the
Client or the Developer or both. For example, if the Client gets sued for something that the Developer did, then
the Developer may promise to come to the Client’s defense or to reimburse the Client for any losses. </p>
<h3>10.2 Client Indemnity.</h3>
<p> In this Contract, the Developer agrees to indemnify the Client (and its affiliates and its and their
directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses
(including reasonable attorneys’ fees) related to a thirdparty claim or proceeding arising out of: (i) the work
the Developer has done under this Contract; (ii) a breach by the Developer of its obligations under this
Contract; or (iii) a breach by the Developer of the promises it is making in Section 5 (Representations). </p>
<h3>10.3 Developer Indemnity.</h3>
<p> In this Contract, the Client agrees to indemnify the Developer (and its affiliates and its and their
directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses
(including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by
the Client of its obligations under this Contract. </p>
</section>
<section>
<h2>11. GENERAL.</h2>
<h3>11.1 Assignment.</h3><p> This Contract applies only to the Client and the Developer. The Developer cannot assign its
rights or delegate its obligations under this Contract to a third-party (other than by will or intestate),
without first receiving the Client’s written permission. In contrast, the Client may assign its rights and
delegate its obligations under this Contract without the Developer’s permission. This is necessary in case, for
example, another Client buys out the Client or if the Client decides to sell the work product that results from
this Contract. </p>
<h3>11.2 Arbitration.</h3>
<p> As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this
Contract, a party may demand that the dispute be resolved by arbitration administered by the American
Arbitration Association in accordance with its commercial arbitration rules. </p>
<h3>11.3 Modification; Waiver.</h3>
<p> To change anything in this Contract, the Client and the Developer must agree to that change in writing and
sign a document showing their contract. Neither party can waive its rights under this Contract or release the
other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in
writing and signs a document that says so. </p>
<h3>11.4 Notices.</h3>
<p> (a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice
to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or
certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the
party’s address listed at the end of this Contract or to another address that the party has provided in writing
as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important.
To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is
considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of
receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is
considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept
notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is
considered received when the notice is rejected or unable to be delivered. If the notice is received after
5:00pm on a business day at the location specified in the address for that party, or on a day that is not a
business day, then the notice is considered received at 9:00am on the next business day. </p>
<h3>11.5 Severability.</h3>
<p> This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the
case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless
that change is not permitted by law, in which case the portion will be disregarded. If any portion of the
Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
</p>
<h3>11.6 Signatures.</h3>
<p> The Client and the Developer must sign this document online. These electronic signatures count as originals
for all purposes. </p>
<h3>11.7 Governing Law.</h3>
<p> The laws of Czech Republic govern the rights and obligations of the Client and the Developer under this
Contract, without regard to conflict of law principles of that country. </p>
<h3>11.8 Entire Contract.</h3>
<p> This Contract represents the parties’ final and complete understanding of this job and the subject matter
discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the
parties. THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW. <p>Mutlu T. Kocak
mtkocak@gmail.com
</p>
<p>Zozany s.r.o Located at Velké kunratické 1406/26. 14800 Praha 4 DIC:CZ05951003 ICO: 05951003</p>
</section>
</article>
</main>
!