# Baseline agreement

*Fictional. Drafted by an AI assistant from `brief.md`, without legal review. Kept as drafted, errors included. Fee amounts are left as placeholders.*

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# B2B SERVICES AGREEMENT

concluded in Warsaw on [date] between:

**Fernbrook Labs sp. z o.o.** with its registered office in Warsaw, entered in the National Court Register under KRS no. [number], NIP [number] (the **Client**), represented by [name], and

**Anna Kowal**, conducting business activity under the name Anna Kowal Software, NIP [number], entered in CEIDG (the **Contractor**),

together the **Parties**.

## § 1. Subject matter

1. The Client engages the Contractor to provide software development services as a Senior Backend Developer in the Client's Payments team (the **Services**).
2. The Contractor shall perform the Services personally and may not entrust them to third parties.
3. The Parties confirm that this Agreement is a civil-law contract and does not establish an employment relationship within the meaning of the Labour Code.

## § 2. Manner of performance

1. The Contractor shall perform the Services in accordance with the instructions of the Client's Head of Engineering, to whom the Contractor reports.
2. The Contractor shall participate in the team's daily stand-up meetings and be available during the Client's core hours of 10:00 to 16:00 on business days.
3. The Contractor shall take part in the on-call rota according to the schedule set by the Client.
4. The Contractor shall review code prepared by other members of the Payments team.
5. The Contractor shall comply with the Client's internal policies and regulations, including the Work Regulations, the Information Security Policy and the Code of Conduct.
6. The Contractor's performance shall be assessed annually in the Client's performance review process.

## § 3. Equipment

The Client shall provide the Contractor with a laptop, a company email account and access to the Client's systems, which the Contractor shall use exclusively for performing the Services.

## § 4. Breaks in the provision of Services

1. The Contractor is entitled to 26 business days of paid breaks in the provision of Services per calendar year, scheduled in agreement with the Head of Engineering and recorded in the Client's HR system.
2. In the event of illness confirmed by a medical certificate, the Contractor shall be entitled to a paid break of up to 14 days per calendar year.

## § 5. Remuneration

1. For the Services the Contractor shall receive a fixed monthly fee of [FEE] net, plus VAT.
2. The fee shall be paid within 14 days of receipt of a correctly issued invoice, issued after the end of each calendar month.
3. The Contractor shall be covered by the Client's benefits package (sports card and private medical care) on the same terms as the Client's employees.

## § 6. Exclusivity and non-competition

1. During the term of this Agreement the Contractor shall not provide services to any other entity.
2. For 12 months after termination of this Agreement the Contractor shall not conduct or provide services for any activity competitive with the Client's business.
3. No compensation is due to the Contractor for the obligations in this paragraph.

## § 7. Intellectual property

1. All copyright and related rights to works created by the Contractor in the course of the Services shall pass to the Client upon their creation, in all fields of exploitation, including those unknown at the time of conclusion of this Agreement.
2. The remuneration under § 5 includes remuneration for the transfer of rights.

## § 8. Liability and contractual penalties

1. The Contractor is liable for damage caused to the Client by non-performance or improper performance of the Services, up to an amount equal to three months' fees, unless the damage was caused intentionally.
2. For each sprint deliverable delivered late, the Contractor shall pay the Client a contractual penalty of 10% of the monthly fee.

## § 9. Confidentiality

The Contractor shall keep confidential all information obtained in connection with the Services, during the term of this Agreement and for 5 years after it ends.

## § 10. Term and termination

1. This Agreement is concluded for an indefinite period from 1 January 2027.
2. Either Party may terminate this Agreement with three months' notice, effective at the end of a calendar month.

## § 11. Final provisions

1. This Agreement is governed by Polish law.
2. Disputes shall be resolved by the court competent for the Client's registered office.
3. Amendments require written form under pain of nullity.
4. This Agreement has been drawn up in two identical copies, one for each Party.

**Client** ____________________  **Contractor** ____________________