General Terms of Contract for contracts where
GECO Deutschland GmbH is the Contracting Entity

(As of November 2011)


[Translation from the German language]


1. Area of Validity


a)The „General Terms of Contract" regulate the activities of an agent for GECO particularly in the fields of:


- Installation and maintenance of computer systems and system applications, including consultation,


- Support for user support and users,


- Conceptual design, creation and implementation of computer software programs.


These 'General Terms of Contract' establish the basic provisions. The project is only awarded after the project contract is closed.


The following „General Terms of contract" apply to all contracts rendered by agents for GECO Deutschland GmbH. They govern the general legal and commercial conditions that are the basis for the closing of a project contract. The „General Terms of Contract are not applicable to T-Systems projects. In these cases the relevant, separate contract terms are valid.


b)The 'General Terms of Contract' apply exclusively; we do not recognize conditions that contradict or deviate from our „General Terms of Contract" unless the deviations are agreed upon in writing in the project contract. If the agent mentions his own „General Terms of Contract" in the project confirmation, they are invalid as a legal basis for individual contracts.


c)The „General Terms of Contract" also apply to all future business with the agent.



2. Contract Implementation


a)The agent is employed by GECO as a self employed contractor.


b)The agent is responsible for all applicable taxes, social security payments and official requirements.


c)The agent completes the contract with his own tools and supplies for work that he has at his own cost.


d)The agent has no right to receive certain contracts or a certain volume of individual contracts.


e)In each individual project there will be a concrete contract which GECO will transfer to the agent to be carried out independently. The agent is subject to no restrictions from GECO about his or her working hours when completing the project. There is no intention on the part of the contracting entity to offer contractual employment to the agent when the project contract is closed.


f)The following sequence is standard when a project is implemented:

- Project contract

- Respective request for service

- General Terms of Contract

- Legal conditions


g)The agent agrees that his personal data and his qualifications can be forwarded to customers of GECO's for the purpose of a quotation.



3. Performance obligations of the agent


a)The agent is responsible for the manner and quality of the implementation of the accepted contract within the scope of his duties as a self employed contractor. The work must meet the most modern standards of science and technology at the time of the contract and all the valid legal conditions. All complaints and the necessary changes because of them are the responsibility of the agent.


b)The agent must be skilled in the qualifications listed in his or her profile. Any periods of adjustment that are needed to reach the necessary levels of knowledge are the responsibility of agent.


c)The agent must ensure that the services he provides are not violating the rights of others, especially patent, brand and copyright rights.


d)The agent will immediately inform GECO of difficulties and obstacles to the completion of the contract. This is especially important in the case that the contract will not be finished by the agreed upon deadline. In this case GECO has the right to cancel the agent's contract immediately. The right to additional demands remains with GECO.


e)The agent is required to document the services he or she has rendered in an appropriate way and to verify them to GECO when requested. When dealing with long term contracts the agent should keep GECO informed about the progress of the project.


f)In the case that GECO, GECO's customer or the end customer provides any kind of work materials or supplies for the agent, the agent must return the work materials the first time it is demanded of them. The work materials must be returned upon completion of the project at the latest or according to the arrangements made with GECO, GECO's customer or the end customer. There is no right to retention.


g)The agent will implement the project personally. The enlistment of third parties requires prior written consent from GECO. If the agent enlists the help of a third party with the consent of GECO it is ensured that the third party has the same requirements to him as he has to GECO. This obligates the third party to follow the conditions listed in this contract including the competition regulation, the customer enticement prohibition, the customer protection regulation, data protection and confidentiality obligations along with the contractual penalties included in this contract. The transfer of these contractual requirements ensure especially that GECO can make claims against the third party directly.


h)GECO can also demand changes to the contract duties or contract times in writing. In these cases the agent is required to inform GECO about whether he agrees to the changes and of the effects such changes will have on the previous agreements within 5 days of receiving notification of the change. If there is no response by the deadline, it will be assumed that the agent agrees to the changes. If the agent notifies GECO of his desire to adjust the contract conditions, these conditions will be added to the contract in writing. If he does not agree to the changes, the contract will continue as originally agreed upon. Both parties have the right to terminate the contract after the refusal of the changes with two weeks' notice and GECO's right to terminate the contract at an earlier time point remains in effect. (e.g. according to § 649 BGB).


i)The agent is prohibited from performing installations of any kind on machines that do not belong to him, whether they are GECO's, a customer's or an end customer's unless given express permission to do so. In the case of breach of contract the agent is responsible for all reimbursement of damages.


4. Basic Principles of Supply of Services


a)The agent supplies the services independently and has sole responsibility for the services.


b)The agent must make a qualified response to every complaint made to GECO within one work day.


c)The agent is free in his choice of workplace within the framework of the contract. The agent is willing to supply services on GECO's customer's or the end customer's premises if the project requires without requiring any integration into the work organization of the customer or end customer. The particular workplaces will be agreed upon by the contract partners taking into account the project requirements and will be regulated by the project contract.


d)The agent is required to comply with all safety rules, accident prevention regulations and provisions dealing with order on the premises where the project is being carried out.



5. Work Times and Contractual Penalty


a)The appointments and deadlines listed in the individual contract for the completion of work are binding for the agent.


b)If the agent does not meet a deadline or appointment, GECO can deduct 0,5% of the value of the work for every week that begins but the contractual penalty can not exceed 5% of the work value. The acceptance of a delayed delivery should not be regarded as a waiver of the contractual penalty. Each singular act will be deemed an individual infringement. GECO's declaration of the delay of the delivery in the acceptance certificate will be regarded as an assertion of the contractual penalty. Additionally, GECO can assert the contractual penalty in other ways (e.g: written statement). GECO reserves the right to claim damages that exceed the contractual penalty from the agent.



6. Compensation


a)Compensation will be agreed upon for each project contract. Once the agreed compensation has been paid, the activites of the project shall be deemed satisfied. This does not apply to the reimbursement of travel and accommodation costs according to number 7 of these contract conditions.


b)Only the actual activities carried out will be compensated on the basis of detailed, validated ( signature from the project leader) proof of work which is only recognized as complete and correct after being reviewed by GECO. The compensation rates will be agreed upon by the contractual partners in the project contract.



7. Invoicing and Payment


a)Payment will be made at hourly rate based on a fixed price. The completed work will be invoiced by the agent monthly or at the end of a project. The proof of work from GECO or the customer will be the basis for the creation of the invoice.


b)Unless otherwise specified in the contract, GECO will render payment for the approved invoice with proof of work including value added tax within 14 days with a deduction of 2% service charge.


c)GECO only reimburses the agent for travel and accommodation if GECO expressly agreed to the cost transfer in advance. If the agent must perform duties away from the location agreed upon in the project contract, the agent can list the travel costs in the invoice only after receiving GECO's consent.


In the case that there is no detailed regulation of the travel costs in the project contract, the details must be agreed upon with GECO in advance.


The cost effective rule applies to the reimbursement of travel costs and appropriate documentation must be provided. Travel time will not be compensated unless there is a deviating regulation in the project contract.



8. Liability, Insurance


a)The agent is liable for damages caused to GECO and third parties according to laws dealing with damages. The agent is liable for the loss, damage or destruction of resources made available to him for project specific use as well as for their maintenance and for their prompt and proper return.


b)GECO does not provide insurance for objects the agent brings with him to GECO's premises or to the premises of a third party. The agent is responsible to get the appropriate insurance for theft, fire and other damages.


c)The agent ensures that the products and activities conform to all applicable European and German laws, norms and regulations. This also applies to technical standards and rules. If claims are made against GECO because of breaches of these laws, the agent must reimburse GECO for all costs that result from it (e.g. legal costs).


d)The liability of the agent for damages resulting from violation of the intellectual property rights of third parties is governed by supplementary number 15.


e)The agent is also required to reimburse other expenditures and costs which are the result of or in connection with a legitimate product recall by the contracting entity within the scope of product liability.


f)The agent is expressly recommended to get a commercial liability insurance with adequate coverage.



9. Guarantee


a)The agent guarantees the defect-free implementation of the agreed upon activities as required by the legal provisions. Likewise the right to cancel an individual or the complete contract remains with GECO. Additionally, in the case of defective work, the legal rights remain with GECO.


b)If the agent owes GECO another task, the parties agree to the following


The agent will provide GECO with the completed task after the end of the project contract. If the work corresponds to that which was agreed upon in the project contract, GECO will accept the transfer in writing and the agent will sign the acceptance certificate.



10. Delay of Work


a)Both parties can agree to deadlines in the project contract for the completion of objectively defined parts of the contract or for the contract itself.


b)If a particular deadline is not met the agent is in default. In the case GECO has the right to demand either a reimbursement for the damages caused by the delay or to rescind the individual contract and to demand damages for the delay instead of work.



11. Confidentiality agreement


a)The agent is required to keep strictly confidential the content of the project and contract as well as any confidential information and business secrets from GECO, GECO's customers or the end customers that he may come into contact with while completing the project unless this information is made public without his breach of this agreement.


b)If the agent's duties include contact with protected personal data, it is prohibited for him to handle the data in any other way than specified in the project, to make the information public, to make the information accessible or to use the information in any other way. A specialized confidentiality agreement under §5 BDSG can be requested.


c)The documents made available by GECO or GECO's customers or end customers is the property of GECO, the customer or the end customer and after the completion of the project they must be returned to GECO by the agent if requested. The agent has no right of retention for the documents. The agent is required to irretrievably delete all copies of information he has saved in his data memory immediately after completion of the project.


d)This agreement remains in effect after the project has been completed.



12. Work for competitor companies and contractual penalty


a)The agent is not restricted from working for other companies during his occupation on the project as long as the proper and on time completion of the project is not endangered and the customer protection provision under number 13 is observed. The agent is required to immediately inform GECO if he is working for a competitor at the time of the contract negotiations or plans to be after the completion of the contract. Failure to observe this agreement constitutes a breach of contract and provides grounds for GECO to terminate the contract immediately with immediate compensation for work already completed.


b)The agent is required to pay a contractual penalty of € 5.000,00 for every breach of the agreements listed above. Each singular act will be deemed an individual infringement by the agent. Further requirements of GECO's are unaffected.



13. Customer protection and contractual penalty


a)The agent agrees that he will not agree to direct or indirect employment for the customer or end customer during the project or for one year after its completion unless there was a demonstrable agreement of business relations between the agent and the customer or end customer before closing the contract with GECO. In this case the disclosure obligation rests with the agent. The goal of this non-competition clause is to allow for the lasting and effective protection of GECO and GECO's customers in the business areas of companies served by them without hindering the work of the agent more than necessary in his specific project. For this reason customer protection will be made concrete. The end customer refers to any department or topic of business of the end customer and other activities that deal with the original contract or activity portfolio which may lead GECO to feel that their interests are being infringed upon when considered objectively.


b)The agent is required to pay a contractual penalty of € 50.000,00 to the contracting entity for every instance of breach of contract dealing with the preceding customer protection provisions under paragraph a) and the interpretations that follow from it (each singular act will be deemed an individual infringement.). GECO will contact the agent in the case of an infringement of the customer protection provision in order to negotiate the possibility of avoiding payment of the damages. GECO will only make use of this right after giving the freelancer the opportunity to make comments and when there is no solution found that prevents damages to GECO or GECO's customers. GECO's entitlement to further damages remains unaffected.


c)If the individual project situations require customer protection commitments that deviate from these rules, they will be agreed upon in the project contract.



14. Enticement of Personnel and Contractual Penalty


a)The agent is forbidden from enticing GECO's, the customer's or the end customer's personnel working on the projects during the project and for one year after the conclusion of the contract.


b)For each individual breach of paragraph 14a (each singular act will be deemed an individual infringement) damages equivalent to 7.500.00 are payable to GECO. GECO's other requirements remain unaffected.



15. Violation of Copyright Laws


a)The agent agrees that the contractual activities will be conducted without the use of materials copyrighted by third parties (e.g patents, patent applications that have been made public, registered trademarks,utility patents, intellectual property rights ) whose protections exclude or restrict their use. The same rules apply to patent applications that have not been made public but which the agent was aware of.



b)The parties will notify each other immediately in writing if claims are made that they have infringed copyright protections. The agent will release GECO from any responsibility in the case that a copyright infringement claim is made against him. The agent will indemnify GECO from any claims made by third parties regarding copyright infringement.


c)The agent will indemnify GECO from any costs incurred and any connected claims if intellectual property rights are applicable and the contractual use is impaired . The freelancer is required to either change or replace the contractual activities at no cost to GECO so that they no longer fall under the protection of copyright laws but still meet the needs of the project or to obtain the unrestricted contractual right for GECO to use the protected activities. If the agent is not able to do this, GECO has the right to deduct from the compensation an amount equal to the reduction of value or to cancel the contract and to demand damages instead of the work.


d)The agent accepts sole, unlimited liability to third parties for infringements of copyrights assuming the infringements were not caused by guidelines or methods of GECO's.


e)Sections a) to d) are only applicable as far as the contractual activities are used according to the agreement and the copyright infringement was not caused by changes made by GECO or third parties.


f)In the case of disputes with a third party due to copyright infringement, the parties are required to have a statement acknowledging the claims made about the subject of copyright infringement which is effective for both parties and to agree by mutual consent upon the manner and extent of the legal defense activities.


16. Assignment of Rights, Work Results


a)The rights to the results of the activities completed by the agent for GECO belong exclusively to GECO, particularly programs, including object code and source code, recordings, calculations, etc... This also applies to results that were not mentioned in the project contract assuming they are linked to the business plans of GECO or GECO's customers or if they definitively have to do with experiences or work for GECO or of GECO's.


b)Provided the agent acquires GECO's written permission to bring third parties onto the project, he ensures that the same rights will be granted to GECO.


c)The agent grants GECO exclusive, transferable user rights unlimited by time, place or content for all copyright protected work results that are created for the project or in connection with the implemented project. GECO accepts this transfer here. This right also includes handling, changing, copying, publicizing and analyzing the work results. In addition GECO is permitted to transfer this right to third parties or to grant user rights to third parties in every individual case without special consent.


d)The parties agree that all claims to copyrights or any intellectual property rights shall be satisfied with the payment of the compensation.


e)In particular the agent expressly renounces the right to be nominated as creator.


f)This agreement remains in valid after the completion of the contract.


g)The following supplement applies to IT services and consulting: The agent informs GECO of his already standing patents and copyrights if these are relevant for the creation, use and analysis of the work. Information about the individuals authorized to use the rights is included. GECO receives a non-exclusive, transferable right of usage. Any claim for compensation in this context is covered by the agreed upon price.



17. Termination and Period of Validity of the Contract


a)The period of validity of project contracts closed on the basis of these Terms of Contract will be regulated by the respective project contract.


b)GECO has the right to instantly terminate the project contract without prior warning, particularly in the following cases:


a.Breach of contract by the agent regarding number 12 of the General Terms of Contract (Employment for Competitors)

b.Breach of contract by the agent regarding number 13 of the General Terms of Contract (Customer Protection)

c.Breach of contract by the agent regarding number 14 of the General Terms of Contract (Enticement of Personnel)

d.Breach of contract by the agent regarding number 20 of the General Terms of Contract (Integrity) has jurisdiction for all disputes resulting from or connected to project contracts provided the agent is a salesperson, a legal person under corporate law or a special fund under public law. However, GECO has the right to contact the court with jurisdiction in the agent's place of business.

e.Destruction of trust between the agent and GECO

f.Rejection of the agent by GECO's customers or end customers

g.Invoicing of hours not completed

h.Unexcused absence or retirement from the area of work or the rejection of the work

i.The agent's bankruptcy



18. Data Protection, Non-disclosure, Security


a)Both parties agree to keep confidential all information about the other party that they learn through the business relationship that was not previously public and not to use the confidential information for any reason for himself or a third party that is not related to this contract.


b)The agent must ensure that he and all persons entrusted with performing the contractual duties observe data protection laws as well as the data protection provisions required by GECO, the customer or the end customer and that these persons do not forward the information to third parties or use the information in any other way. GECO can demand a written commitment to this non-disclosure agreement as well as to the protection of data and telecommunication secrets.


c)The agent must protect data and documents made available to him against tampering and trespassing. All documents and data made available to the agent by GECO, the customer or the end customer remain the property of the company that made them available and must be permanently destroyed or returned to GECO, including all duplications and copies thereof.


d)The commitments from letters a) to c) continue to apply after the contract has been completed.


e)Maintenance work must be documented comprehensively.


f)Where required the agent must accept confidentiality rules dealing with data protection, confidentiality and security in addition to those named above. The details must be arranged by the parties.


g)GECO can cancel the contract partially or completely in the case of breach of contract against paragraph 18 or if he neglects data protection laws in a grossly negligent way.



19. Representation


a)The agent is required to protect the rights and interests of GECO while carrying out the project. He is not permitted to represent GECO to third parties or to act as GECO's representative without prior written power of attorney.


b)GECO has no responsibility for the results of behavior in breach of contract according to the laws of power attorney committed by the agent or his staff.



20. Integrity


a)The parties are required to follow all necessary measures to avoid economically damaging behavior, such as corruption. Both parties reserve the right to immediately cancel this contract if such behavior becomes known to them.


b)If the work is being done on premises where safety is an issue, safety checks are the responsibility of the agent and he is also responsible to ensure that the staff working on the project has passed the safety tests required by safety assurance laws.



21. Transmission of Rights and Responsibilities


a)The agent may only pass on the rights and responsibilities from the project contract and the related individual contracts to third parties with express written consent from GECO.


b)The agent only has rights of set off regarding legally established or undisputed claims. The agent is only entitled to the right of retention on the basis of counterclaims that arise from the same individual contract or order as the delivery claim. In addition, the right to retention is only given when the counterclaim is legally established or undisputed.



22. Export Regulations


a)Products (hardware, software, activities, etc.) which are the subject matter of this contract can be subject to European, German, American or other export regulations. The agent is required to support GECO with all necessary documents and, where applicable, to obtain reexport permission from the appropriate authorities.


b)The agent agrees to obtain all necessary legal export permissions at his own cost and on his own authority when making deliveries that cross national borders on behalf of GECO.


c)When dealing with products partially or completely drawn from a third party, the agent guarantees to have drawn them from safe sources, and that the products were exported or imported while observing and adhering to the export laws of the production/sender country.


d)Special restrictions and prohibitions apply to goods which originate in the USA. The agent guarantees that these restrictions will be adhered to and that these products will not be delivered to countries in which the delivery of American goods is prohibited.


e)Furthermore the agent agrees to adhere to the German foreign trade regulations and the American reexport laws, in the framework of the European legislation.



23. Applicable Terms of Contract


a)The conditions of this contract including attachments and integrated documents apply exclusively. Because the parties will strive to deal with individual orders and demands as automatically as possible under the terms of this contract and will possibly be unintentionally referred to additional General Terms of Contract or a reference is omitted from these Terms of Contract, the parties agree to the following:


b)Any contradictory or deviating conditions of the agent are not valid. This includes situations when order confirmations, offers, etc. that apply to the contract do not refer to these General Terms of Contract or when GECO does not contradict the integration of conditions into the Terms of Contract. Deviating conditions are only valid if they were expressly agreed upon in writing as changes to the project contract by the contacts named in the project contract.




24. Other Agreements (Written form, Applicable Laws, Jurisdiction, Severability Clause)


a)The laws of the Federal Republic of Germany are exclusively applicable..


b)Claims about a project contract must be made in writing within one year after their formation assuming there was no deviating agreement as far as legally admissible.


c)Additional agreements and changes to these Terms of Contract must be made in written form to be effective. This formal requirement can not be waived orally or silently. Oral agreements have no effect.


d)If, for any reason, individual provisions of this agreement are held invalid, the invalidity of the other provisions does not follow. If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect.

In addition the parties commit to agree to the most similar possible provisions in the case that a provision becomes invalid. This also applies to vacancies in the agreement.


e)If the contractual partner is a merchant, a legal person under public law, or a special fund under public law, the location of our registered office is agreed as the exclusive place of jurisdiction for all claims that result from or because of this contract. The same applies to persons who do not have a general place of jurisdiction in Germany and persons who have relocated their permanent or usual place of residence to a location outside of Germany following the conclusion of the contract or whose permanent or usual place of residence is unknown at the time the claim is filed.



As of November 2011

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