Template of the contract to perform a specified task in Poland

1. Contract to perform a specified task
in Poland
Author
Julita Mortka – Lawyer, M&A expert, corporate and contract consultant
info@consuldimo.com | www.consuldimo.com | skype : julitamortka
Consuldimo is flexible and modern company which will provide you with all indispensable
tools to make your business work in Poland. Thanks to our experience in consulting and
outsourcing, we can make the process of fully integrating our resources into your
business needs as smooth and easy as possible.
When starting up in business it is essential to get off on the right foot. We provide a wide
range of legal and business services for private companies to ensure you to set up the
right framework in order to succeed in Poland. Depending on how you want to run your
business we can set up new companies of any type and convert company from one type
to another as well. We participate also in M&A transactions, prepare investment
agreements etc.
We offer also legal assistance regarding transfer of copyrights and grant of license. We
can provide you with full support regarding copyright agreements, software law, new
technology law, personal data protection and advertising law, intellectual property law.
We offer a document drafting and checking service (regarding agreements, contract of
collaboration, POA, acknowladges etc), this is perfect if you would like an expert to
complete or check a document for you.
We also provide you with fast access to most PL government forms. These forms are
mostly provided free on government websites. Even if government are free you'll have
knowing exactly how to complete it in compliance with polish law, where to send it and
what other documents are required to be sent with it.
Please don't hesitate to contact us for more information.
Note
Please note that all templates prepared by us comply with Polish law.
1

2. Contract to perform a specified task
concluded on ………......... in …………. between:
1. …............... [limited liability company] with its registered office in …...................., at
…..................., entered in the register of businesses with KRS number …............. at the
District Court for …................... in …............Commercial Division of the National Court
Register,
represented by …........................... – President of the Board,
hereinafter referred to as the Principal,
and
2. …………… residing in ……………… proving his identity with ……………..,
hereinafter referred to as the Author,
jointly referred to as the Parties
with the following content:
§1
1.1The Principal entrusts the Author with performing a task which
is________________ and the Author undertakes to perform it, hereinafter
referred to in this Agreement as the Work.
1.2The Author undertakes to perform work within period
of____________________.
§2
2.1 The Author declares that he has the necessary knowledge and skills to perform the
Work.
2.2 The Principal declares to dispose proper financial sources in order to pay a
remuneration to the Author.
§3
3.1 The Author represents that the he has the copyright in the Work mentioned in §1 and
this copyright is not limited within the scope covered by this contract.
3.2 The Work shall be performed from the Author's own materials, samples of which
have been presented to the Principal prior to signing this contract. The costs of these
materials shall be incurred by the Author. The signing of this contract constitutes
acceptance of the materials that shall be used for the purposes of performing the Work.
§4
4.1 The transfer of the Work shall take place on the basis of the acceptance protocol, a
template of which is contained in Appendix No. 1 to this contract. The Work shall be
considered as handed-over after it has been delivered to the Principal and the acceptance
protocol has been signed by the Principal and the Author.
2

3. 4.2 The transfer of the Work to the Principal shall take place at the Principal’s registered
office on the date of signing the acceptance protocol.
§5
5.1 The Author undertakes to notify the Principal in writing of his readiness to transfer
the Work.
5.2 The Principal is obliged to collect the Work performed in accordance with this contract
and free of defects within _________ days of the date on which he received written
notification from the Author informing him of his readiness to transfer the Work. In the
event of the Principal failing to collect the Work on the above date then the risk of
accidental destruction or damage to the Work passes to him, and he shall also be obliged
to cover the justified costs incurred by the Author that arose in connection with the need
to store the Work.
§6
6.1 The Author can entrust the partial performance of the Work to a sub-contractor
or sub-contractors. In this situation he is responsible for the activity or inactivity of
such sub-contractor or sub-contractors as if they were his own activity or inactivity.
6.2 The written consent of the Principal must be obtained in order for the Author to
entrust the performance of all the Work to another sub-contractor or sub-
contractors.
§7
7.1The Principal agrees to pay the Author remuneration of gross EUR …. (in words: gross
….. Euro).
7.2 The Author’s remuneration covers the making of, delivery, verification of correctness
and transfer of the Work to the Principal and assignment of rights to the Work to the
Principal within the extent covered by this Agreement.
7.3 The remuneration shall be paid to the Author in cash after delivery of the Work within
7 days from the day of transfer of the Work as specified in § 4.
7.4 The basis for paying the remuneration mentioned in section 1 shall be a VAT invoice
properly issued by the Author.
7.5 Not later than the day of delivery to the Principal of a VAT invoice mentioned in
section 5, the Author shall deliver to the Principal a residence certificate, ie. an official
confirmation that the Author is a tax resident in …. (country).
7.6 The Principal shall cease payment of the remuneration for the Author until the Author
submits the documents mentioned in sections 5 and 6 or the Principal shall pay the
Author his remuneration reduced by an advance income tax determined according to the
provisions of Polish law.
§8
8.1 The Principal undertakes to furnish the Author with all the information that is
necessary to perform the Work.
8.2 If the Principal refuses to grant information without which the performance of
the Work is not possible then the Author shall be able to withdraw from this
contract by _______________, however on condition that he grants the Principal
an additional ____________ day deadline to furnish this information and state that
3

4. after its ineffective expiry he shall be entitled to withdraw from the Contract.
§9
9.1 In the event of a delay in performing the Work the Principal shall be entitled to
a contractual penalty of ______ % of the remuneration defined in § 7 of this
Contract for each day of delay.
9.2 In the event of a delay exceeding __________ days the Principal can set an
additional deadline for the performance of the Work, and after its expiry he shall be
able to withdraw from this Contract whilst retaining the right to the contractual
penalty specifed in § 9, point 1 above.
9.3 The Principal is entitled to seek compensation according to general principles if
the damage caused to him exceeds the amount of the contractual penalty.
§ 10
10.1 The Author undertakes to deliver the Work performed in accordance with this
Contract and free of defects.
10.2 The Author is obliged to immediately inform the Principal of all circumstances
that might have an affect on him meeting the deadline for the performance of the
Work defined in this contract.
10.3 If the Work supplied by the Author has defects then the Principal shall be
entitled to set the Author a ______________ day deadline for their rectification.
After the ineffective expiry of this deadline the Principal shall, at his discretion, be
able to do the following:
a) ....refuse to accept the Work, if there are any significant defects and
withdraw from the Contract within _____________ days, or
b) ....collect the Work without the defects rectified and demand a reduction
in the remuneration.
§ 11
11.1 The Parties agree to keep confidential the information associated with entering
into this contract and its contents.
11.2 All amendments and supplements to this contract must be made in writing or
else shall be null and void.
11.3 The provisions of the Civil Code and other laws shall be applicable in issues
not governed by this Contract.
11.4 All disputes arising out of this Contract shall be resolved by the court at
______________.
§ 12
This Contract has been drawn up in two counterparts in a Polish language version
and two counterparts in an English language version, with one copy from each
language version for each Party. In the event of any discrepancies between the
Polish and English language versions then the binding version shall be the Polish
version.
_____________________ ____________________
4