privacy policy :


2. Client Owns All Work Product. As part of this job, the Consultant 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 Consultant 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 Consultant hereby gives the Client this work product 
once the Client pays for it in full. This means the Consultant 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 Consultant also waives its moral 
right to the integrity of the work product. 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.
3. Consultant's Use Of Work Product. Once the Consultant gives the work product to 
the Client, the Consultant does not have any rights to it, except those that the Client 
explicitly gives the Consultant here. The Client gives permission to use the work product 
as part of portfolios and websites, in galleries, and in other media, so long as it is to 
showcase the work and not for any other purpose. The Client does not give permission 
to sell or otherwise use the work product to make money or for any other commercial 
use. The Client is not allowed to take back this license, even after the Contract ends.
4. Consultant's Help Securing Ownership. In the future, the Client may need the Consultant's help to show that the Client owns the work product or to complete the transfer. 
The Consultant agrees to help with that. For example, the Consultant may have to sign a 
patent application. The Client will pay any required expenses for this. If the Client can’t 
find the Consultant, the Consultant agrees that the Client can act on the Consultant's 
behalf to accomplish the same thing. The following language gives the Client that right: 
if the Client can’t find the Consultant after spending reasonable effort trying to do so, 
the Consultant hereby irrevocably designates and appoints the Client as the Consultant's agent and attorney-in-fact, which appointment is coupled with an interest, to act 
for the Consultant and on the Consultant's behalf to execute, verify, and file the required 
documents and to take any other legal action to accomplish the purposes of paragraph 
(Client Owns All Work Product)
5.  4 Consultant's IP That Is Not Work Product. The Consultant might include intellectual 
property that the Consultant owns or has licensed from a third party in the deliverable(s), but because this intellectual property was not created for the Client, it 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 Consultant is not giving the Client this background IP. But, as part 
of the contract, the Consultant is giving the Client a right to use and license (with the 
right to sublicense) the background IP as part of the deliverable(s) in which it is included. Once the Client pays the Consultant in full, 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 the deliverable(s) in which it is included. The Consultant 
cannot take back this grant, and this grant does not end when the contract is over.
6.  Consultant's Right To Use Client IP. The Consultant may need to use the Client’s 
intellectual property to do its job. For example, if the Client is hiring the Consultant to 
build a website, the Consultant may have to use the Client’s logo. The Client agrees to 
let the Consultant use the Client’s intellectual property and other intellectual property 
that the Client controls to the extent reasonably necessary to do the Consultant's job. 
Beyond that, the Client is not giving the Consultant any intellectual property rights, 
unless specifically stated otherwise in this Contract.


Until this Contract ends, the Consultant 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 
Consultant puts out a general ad and someone who happened to work for the Client 
responds. In that case, the Consultant may hire that candidate. The Consultant promises that it won’t do anything in this paragraph on behalf of itself or 


Overview. This section contains important promises between the parties.
 Overview. This section contains important promises between the parties.
Authority To Sign. 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.
Consultant Has Right To Give Client Work Product. The Consultant promises that it 
owns the work product, that the Consultant is able to give the work product to the Client, 
and that no other party will have a valid claim that it owns the work product. If the Consultant uses employees or subcontractors, the Consultant also promises that these 
employees and subcontractors have signed contracts with the Consultant giving the 
Consultant any rights that the employees or subcontractors have related to the Consultant's background IP and work product

Consultant Will Comply With Laws. The Consultant promises that the manner it does 
this job, its work product, and any background IP it uses comply with applicable Turkish 
and foreign laws and regulations

Work Product Does Not Infringe. The Consultant promises that its work product does 
not and will not infringe on someone else’s intellectual property rights, that the Consultant 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 Consultant has entered into or will enter into 
with someone else.

Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Consultant if the Consultant has questions regarding this project, 
and to provide timely feedback and decisions.

Client-Supplied Material Does Not Infringe. If the Client provides the Consultant with 
material to incorporate into the work product, the Client promises that this material 
does not infringe on someone else’s intellectual property rights.

 Disclaimer. The Consultant disclaims all implied warranties, representations and 
conditions, including those that may be implied by statute, a course of dealing or a 
usage of trade. The only warranties, representations and conditions that the Consultant 
makes are those that are expressly set out in this Section 5 (Representations).


unless the Client or the Consultant 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 Consultant must immediately stop working as 
soon as it receives this notice, unless the notice says otherwise. The Client will pay the 
Consultant for the work done up until when the Contract ends and will reimburse the 
Consultant 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 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General)


Overview. This Contract imposes special restrictions on how the Client and the Consultant must handle confidential information. These obligations are explained in this 

The Client’s Confidential Information. While working for the Client, the Consultant 
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 a reasonable person would understand to be 
private. The Consultant promises to protect the confidentiality of this information as if it 
is the Consultant's own confidential information. The Consultant may use this information to do its job under this contract, but not for anything else. For example, if the Client 
gives the Consultant a customer list to use in sending out a newsletter, the Consultant 
cannot use those addresses for any other purpose. The one exception to this is if the 
Client gives the Consultant written permission to use the information for another 
purpose, the Consultant may use the information for that purpose, as well. When this 
contract ends, the Consultant must give back or destroy all confidential information, 
and confirm that it has done so. The Consultant promises that it will not share confidential information with a third party, unless the Client gives the Consultant written permission first. The Consultant must continue to follow these obligations, even after the contract ends. The Consultant's responsibilities only stop if the Consultant can show any of 
the following: (i) that the information was already public when the Consultant came 
across it; (ii) the information became public after the Consultant came across it, but not 
because of anything the Consultant did or didn’t do; (iii) the Consultant already knew 
the information when the Consultant came across it and the Consultant didn’t have any 
obligation to keep it secret; (iv) a third party provided the Consultant with the information without requiring that the Consultant keep it a secret; or (v) the Consultant created 
the information on its own, without using anything belonging to the Client.

Third-Party Confidential Information. It’s possible the Client and the Consultant each 
have access to confidential information that belongs to third parties. The Client and the 
Consultant 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 Consultant 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.


Except for damages that result from a breach of Section 7 (Confidential Information), 
neither party is liable for the other party’s lost profits, lost savings or lost business, or for 
other breach-of-contract damages that the breaching party could not reasonably have 
foreseen when it entered this contract. Except where a party breaches Section 7 (Confidential Information) or where a party indemnifies the other as described in Section 9 
(Indemnity), neither party will be liable to the other, for breach of contract, negligence 
or otherwise, in an amount that is more than the Client is obligated to pay the Consultant under this contract


Overview. This section transfers certain risks between the parties if a third party sues 
or goes after the Client or the Consultant or both. For example, if the Client gets sued for 
something that the Consultant did, then the Consultant may promise to come to the 
Client’s defense or to reimburse the Client for any losses

Client Indemnity. In this Contract, the Consultant agrees to indemnify the Client (and 
its affiliates and their directors, officers, employees, and agents) from and against all 
liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim that the work product or background IP infringes the third 
party’s intellectual property rights

Consultant Indemnity. In this Contract, the Client agrees to indemnify the Consultant 
(and its affiliates 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 that any material provided by the Client to incorporate into the 
work product infringes the third party’s intellectual property rights


Assignment. This Contract applies only to the Client and the Consultant. The Consultant 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 Consultant'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

Arbitration. 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 alternative dispute resolution administered by the İSTANBUL ADLİYESİ Institute in accordance with 

Modification; Waiver. To change anything in this Contract, the Client and the Consultant 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

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

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

Severability. 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

Governing Law. The laws in force in the province of Istanbul govern the rights and 
obligations of the Client and the Consultant under this Contract, without regard to conflict of law principles of that province

Entire Contract. 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 partie

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