1. Parties’ General Information

This Contract (this “Agreement”) is made as of this (Agreement Day/Date), (the “Effective Date”) by and between (client's Surname Name) located at (client's Address), (client's City), (“Client”) and Mertcan Yenidoğan located at Adnan Kahveci Caddesi 37/2, Ankara, (“Independent Contractor”). Client and Independent Contractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties.”

2. Independent Contractor’s Services

Independent Contractor shall provide to Client the services as

described in Exhibit A attached to this Agreement (the “Services”). In addition, Independant Contractor shal perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties.

3. Compensation

Inconsideration for Independant Contractor’s performance of the Services,

Client shall pay Independant Contractor (Hizmet Bedeli) after the Independant Contractor completes the services.

4. Expenses and Reimbursement

4.1. Independent Contractor

The Parties agree and acknowledge that Independent Contractor is an

independent contractor and is not for any purpose, an employee of Client.

Independent Contractor does not have any authority to enter into agreements or contracts on behalf of Client, and shall not represent that it possesses any such authority. Independent Contractor shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker’s compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship

4.2 Expenses

Except as otherwise specified in this Agreement, Client shall reimburse Independent Contractor for all pre-approved, reasonable and necessary costs and expenses incurred in connection with the performance of the Services.

5. Commencement and Termination of Services

Independant Contractor’s engagement with Client under this Agreement shall commence on Date/Period). The Parties agree and acknowledge that this Agreement and Independant Contractor’s engagement with Client under this Agreement shall terminate on Date/Period). At the time of termination, Independant Contractor agrees to return all Client property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and othe equipment and documents. Independant Contractor shall reimburse Client for any property lost or damaged in an amount equal to the market price of such property.

6. Confidentiality

Confidential and Proprietary Information. In the course of performing the

Services, Independent Contractor will be exposed to confidential and

proprietary information of Client. “Confidential Information” shall mean any

data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is valuable property of Client, developed over a long period of time at substantial expense and that it is worthy of protection.

Confidentiality Obligations. Except as otherwise expressly permitted in this

Agreement, Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Client’s prior written consent.

Rights in Confidential Information. All Confidential Information disclosed to

Independent Contractor by Client (i) is and shall remain the sole and exclusive property of Client, and (ii) is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Independent Contractor.

Irreparable Harm. Independent Contractor acknowledges that use or

disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Client shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by Client under this Section, Client shall be entitled to recover its attorney’s fees and costs from Independent Contractor.

7. Ownership of Work Product and Intellectual Property 

The Parties agree that all work product, information or other materials created and developed by Independent Contractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Client.

8. Insurance

For the term of this Agreement, Independent Contractor shall obtain and

maintain a policy of insurance, with appropriate and adequate coverage and limits, to cover any claims for bodily injury, property damage or other losses which might arise out of any negligent act or omission committed by Independent Contractor or Independent Contractor’s employees or agents, if any, in connection with the performance of the Services under this Agreement.

9. Non-compete

Independent Contractor agrees and covenants that during the term of this

Agreement, and for a period of two 2 months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, perform or engage in the same or similar activities as were performed for Client for any business that is directly or indirectly in completion with Client.

10. Indemnification

The Independent Contractor may indemnify and hold harmless Client from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.

11. Other Provisions

Mutual Representations and Warranties. Both Client and Independent

Contractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.

Independent Contractor Representation and Warranties. Independent Contractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the client’s guidelines and specifications and with the standard of care prevailing in the industry.

Governing Law. The terms of this Agreement and the rights of the Parties

hereto shall be governed exclusively by the laws of the Republic of Turkey,

without regarding its conflicts of law provisions.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Assignment. The interests of Independent Contractor are personal to

Independent Contractor and cannot be assigned, transferred or sold without the prior written consent of Client.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties.

Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the Parties.

Notices. Any notice or other communication given or made to either Party

under this Agreement shall be in writing and delivered by hand, sent by

overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery.

Waiver. Neither Party shall be deemed to have waived any provision of this

Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation

Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be

affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

12. Signatures and Agreement Date

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

Client Full Name

Client Signature

Mertcan Yenidoğan

Independent Contractor Signature



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