BOZBAY AGENCY INDEPENDENT SOLUTION PARTNER AND REVENUE-SHARING FRAMEWORK AGREEMENT A long-term collaboration model for web, software, photography, video, creative, design, and other specialized services
Company: BOZBAY AGENCY [FULL BUSINESS NAME / Full Legal Name] Solution Partner [NAME / TITLE / Name or Entity] Effective Date [____/____/______] Contract No. [__________]
This agreement governs the independent commercial partnership and revenue-sharing model between the parties; it does not establish an employment contract, general partnership, agency, or franchise relationship.
1. Parties and Definitions
1.1. Company: BOZBAY AGENCY [full trade name], MERSIS No. [_____], Tax ID No. [_____], Commercial Registry No. [_____], address [_____], hereinafter referred to as “BOZBAY” or “Company.” 1.2. Solution Partner: [full name of natural person/legal entity], Turkish ID No./Tax ID No. [_____], address [_____], hereinafter referred to as the “Solution Partner.” 1.3. The Parties are collectively referred to as the “Parties.” 1.4. The Scope of Services refers to the area of expertise that the Solution Partner will carry out jointly with BOZBAY under this Agreement and which is explicitly defined in Annex 1. Examples: web development, application development, software, photography, video, post-production, 3D, graphic design, creative production, UI/UX, or other specialized services. 1.5. A “Project” is a client assignment identified by BOZBAY or the Solution Partner that falls within the Scope of Services, is recorded through the BOZBAY system, and has been approved.
2. The Legal Nature of the Contract
2.1. This Agreement is a framework agreement governing the principles of independent commercial cooperation and revenue sharing. The Solution Partner is not an employee, salaried worker, legal representative, agent, dealer, franchisee, or general partner of BOZBAY; none of these statuses shall arise unless otherwise established by a separate, written, and duly executed agreement. 2.2. The Solution Partner conducts its operations in its own name and on its own account; it is responsible for its own tax, Social Security, licensing, invoicing/e-documentation, and other legal obligations. However, customer standards, delivery schedules, security, quality, brand usage, and project coordination shall be carried out in accordance with BOZBAY’s project system and written procedures. 2.3. The Parties shall ensure that the actual implementation of the relationship is consistent with this independent status. Should the actual working conditions give rise to a different legal classification under mandatory legislation, such mandatory provisions shall prevail.
3. Purpose and Collaboration Model
3.1. The objective is to establish a long-term, transparent, and scalable partnership by combining the Solution Partner’s expertise with BOZBAY’s brand, sales, customer, project management, and operational systems. 3.2. The Solution Partner will execute both projects brought in by BOZBAY and projects identified through its own commercial activities that fall within the Scope of Services via the BOZBAY system. The Solution Partner is prohibited from concealing from BOZBAY and concluding outside the BOZBAY system any customers or opportunities that fall within the Scope of Services and are obtained during the term of this Agreement.
4. Scope of Services and Job Description
4.1. The Solution Partner’s specific area of expertise, deliverables, quality standards, responsibilities, capacity, response times, and tools to be used are to be specified in Appendix 1: Service and Scope of Work. Field Information to Be Filled In Expertise / Service [________________________________] Key Deliverables [________________________________] Technical Standards [________________________________] Monthly / Project Capacity [________________________________] Delivery Time / SLA [________________________________] Revision System [________________________________] Software / Tools Used [________________________________] Specific Responsibilities [________________________________]
5. Project and Client Source
5.1. Projects may be classified as (a) projects identified by BOZBAY, (b) projects identified by the Solution Partner, and (c) projects originating from joint marketing, referrals, advertising, franchising, or other channels. 5.2. All active opportunities falling within the Service Area must be recorded in BOZBAY’s CRM/project system within two business days at the latest from the date of initial contact. No unrecorded customer deals, confidential offers, confidential collections, or side agreements that exclude one party from the other may be made. 5.3. Project ownership and revenue sharing are determined according to the ratio specified in Appendix 2 for that project or project category, regardless of who first identified the client.
6. Revenue Sharing and Commercial Terms
6.1. The revenue-sharing ratio is not specified as a fixed rate in this Master Agreement. The parties shall sign Annex 2, the Commercial Terms Form, specifying the ratio, the calculation basis, and direct expenses on a Service Area or project basis. Commercial Item Agreement BOZBAY Share % [____] Solution Partner Share % [____] Calculation Basis [Net project revenue collected / gross service fee / other: ______] Direct Project Expenses [________________________________] Tax / Withholding / VAT Application [________________________________] Payment Term [________________________________]
6.2. Unless otherwise specified in Appendix 2, only amounts that have actually been collected from the customer and for which the risk of a refund or chargeback has ceased shall be used as the basis for distribution. The Solution Partner’s share does not become due for amounts not collected from the customer. 6.3. Each party issues an invoice or e-document in accordance with applicable regulations for its own share. The tax model is applied by a tax advisor based on the parties’ legal status. 6.4. BOZBAY provides a project reconciliation statement showing project collections, refunds, and offsets, direct expenses, and the share amount. The Solution Partner has the right to review reasonable records.
7. Exclusivity, Prohibition on Outside Work, and Conflict of Interest
7.1. During the term of this Agreement, the Solution Partner may not, directly or indirectly, conduct business with BOZBAY’s existing customers, active prospective customers, franchise offices, business partners, or business contacts met through BOZBAY within the Service Area defined in Exhibit 1 without BOZBAY’s written consent. 7.2. The Solution Partner may not undertake any new business falling within the Service Area in its own name, on behalf of another company, through a relative, employee, or freelancer, or via a third party, while concealing such business from BOZBAY. Any such opportunity must be reported to the BOZBAY system, and the commercial terms shall be determined by the Parties. 7.3. The Solution Partner is free to engage in activities outside the Service Area that have no connection to BOZBAY’s customers, information, resources, or brand assets. However, working with third parties within the Service Area is subject to BOZBAY’s prior written approval. This restriction shall be interpreted as intended to protect BOZBAY’s legitimate business interests. 7.4. Any conflict of interest must be disclosed in writing immediately. The Solution Partner may not accept any hidden commissions, referral fees, supplier shares, or other economic benefits from BOZBAY.
8. Customer Relations and Scope of Authority
The Solution Partner may not offer binding prices, discounts, terms, warranties, or legal commitments on behalf of BOZBAY; written authorization is required. Customer proposals, scope changes, and payment terms are subject to BOZBAY’s approval process. The Solution Partner records all significant discussions with the customer in the CRM/project system. Customer complaints, data breaches, payment issues, or project risks must be reported to BOZBAY immediately.
9. Project Management, Delivery, and Archiving Procedures
9.1. The Solution Partner shall regularly maintain all project deliverables, source files, briefs, versions, client approvals, licenses, code repositories, media files, and delivery packages within the folder, cloud storage, repository, or project management system designated by BOZBAY. 9.2. A single copy of project files may not be stored on a personal computer, in personal cloud storage, or in an account to which BOZBAY does not have access. Current working files are periodically synchronized with the central system. 9.3. Upon the closure of each project, the Solution Partner shall deliver the completed deliverables and, if necessary, source/open files, access information, license records, technical documentation, and handover notes to the BOZBAY system. 9.4. Failure to comply with file delivery and archiving standards may be considered a material breach if it jeopardizes the customer’s or the company’s business continuity.
10. Quality, Capacity, and Performance Standard
10.1. The Solution Partner undertakes to comply with the quality, delivery deadlines, capacity, response times, and technical standards specified in Annex 1. 10.2. In the event of repeated delays, incomplete deliveries, poor quality, lack of communication, or a continuous reduction in capacity without reasonable cause, BOZBAY may issue a written notice of correction and grant a reasonable period for improvement. 10.3. If a material or repeated breach is not remedied, BOZBAY may suspend the assignment of new projects, request a controlled handover of existing work, or terminate the Contract. This provision is not an employee disciplinary system but a commercial service standard.
11. Intellectual Property and Usage Rights
11.1. The rights to be transferred or licensed to the client for each project are determined in accordance with BOZBAY’s client agreement and project brief. The Solution Partner agrees to transfer to BOZBAY, or grant BOZBAY an exclusive right of use in favor of BOZBAY, to the extent necessary for BOZBAY to fulfill its obligations to the client, the economic rights it has created within the scope of the project and that are legally transferable; and, where necessary, a separate written assignment document shall be signed on a work-by-work and right-by-right basis. 11.2. In particular, with regard to software, websites, code, UI/UX, design, photographs, videos, animations, 3D models, renders, graphics, templates, text, campaign materials, strategy documents, project files, and similar deliverables, the chain of rights shall be established in a manner that does not prevent delivery to the customer. 11.3. Any tools, libraries, frameworks, presets, methodologies, or general know-how that the Solution Partner possessed prior to the contract shall remain with the Solution Partner; however, any third-party or pre-existing elements incorporated into the project must be disclosed to BOZBAY in writing in advance, and the license for their use must be specified. 11.4. The Solution Partner may not use work belonging to BOZBAY or the client, the client’s name, visuals, source files, or results in its portfolio, on social media, on its website, in a competition, or in a presentation to a third party; prior written approval from BOZBAY and, if necessary, the client is required.
12. Confidentiality, Trade Secrets, and Data Security
12.1. Customer lists, lead information, prices, margins, contracts, proposals, financial information, designs, code, source files, passwords, strategies, CRM records, franchise information, employee/supplier information, processes, prompts, and know-how are confidential. 12.2. Confidential Information shall be used solely for the purpose of the Agreement and on a “need-to-know” basis. Disclosure to third parties, personal storage, unauthorized copying, or use for personal purposes is prohibited. 12.3. The confidentiality obligation shall continue after the termination of the Agreement for as long as the information retains its status as a trade secret; for other confidential information, it shall continue for at least five years. 12.4. If the processing of personal data is required, the Parties shall act in accordance with the Personal Data Protection Law (KVKK) and applicable data protection regulations; where necessary, a data processing addendum shall also be signed.
13. Non-Circumvention / Non-Bypass of the Parties
13.1. The Solution Partner may not, by excluding BOZBAY, directly or indirectly conduct the same or related business with any customer, lead, franchisee, supplier, or business partner with whom it has come into contact through BOZBAY. 13.2. BOZBAY shall not fraudulently exclude the Solution Partner from business activities explicitly recorded under this Agreement and conducted jointly, with the intent to eliminate the Solution Partner’s earned and agreed-upon revenue share. 13.3. This mutual protection shall continue for a period of [12/24] months following the termination of this Agreement with respect to customers who are active in the BOZBAY system or who have transacted within the last twelve months, to the extent permitted by applicable law.
14. Use of Brands, Names, and Digital Assets
14.1. The BOZBAY name, logo, domain names, social media accounts, presentation templates, and brand materials belong to BOZBAY. The Solution Partner has only a limited right of use for the project and in accordance with the written brand guidelines. 14.2. The Solution Partner may not use the BOZBAY name to establish a company, register a domain name or account, open an advertising account, or represent itself as a partner or authorized representative of BOZBAY; explicit written authorization is required.
15. Tools, Licenses, and Third-Party Components
15.1. Annex 1 or the project form specifies which software, equipment, hosting, stock content, fonts, add-ons, APIs, models, plugins, or licenses will be provided by whom. 15.2. The Solution Partner may not use unlicensed, pirated, or third-party content that jeopardizes the rights of the customer or BOZBAY; the Solution Partner shall notify BOZBAY of any third-party license terms.
16. Collections and Cash Flow
16.1. Unless otherwise agreed in writing, payments from the customer shall be made to BOZBAY’s official bank account or to the corporate payment channel designated in writing by BOZBAY. The Solution Partner may not accept payments on behalf of BOZBAY into a personal account. 16.2. Even if the customer was identified by the Solution Partner, the quotation, contracting, invoicing, and collection for work conducted under the BOZBAY brand or the joint project system shall be carried out through the BOZBAY system; a different model may be applied only on a project-by-project basis with written approval.
17. Taxes, Social Security, and Independent Status
17.1. The Solution Partner is solely responsible for its own tax, social security contributions, licensing, employee, subcontractor, and accounting obligations related to its business operations. 17.2. The Solution Partner shall manage its own employees or subcontractors in such a way that they are liable to BOZBAY; it may not grant access to customer data or confidential information without BOZBAY’s prior approval. 17.3. The revenue share under this Agreement does not constitute wages or salary; it is a revenue-sharing arrangement for independent commercial services and projects. This is subject to actual circumstances that may be classified differently under mandatory law.
18. Contract Term and Annual Commercial Review
18.1. This Agreement shall enter into force on the date of signature and shall remain in effect for an indefinite term/long term. The main agreement does not need to be re-signed each year. 18.2. The parties shall review the Service Scope, revenue sharing, capacity, pricing, SLA, and commercial objectives at least once a year. Changes may be made by updating Annex 1/Annex 2; the main agreement remains in effect.
19. Termination and Withdrawal Mechanism
19.1. Either Party may terminate this Agreement in the ordinary course by providing [60] days’ prior written notice following the initial [12]-month minimum cooperation period. The Parties may modify these time periods in Annex 3. 19.2. A breach of confidentiality, withholding of customers or revenue, unauthorized collection, serious IP infringement, forgery, fraud, unauthorized use of the BOZBAY trademark, data breach, poaching of customers, or a serious breach of trust that cannot be remedied, immediate termination for cause is permitted. 19.3. In cases of remediable breaches, the breaching party shall be given written notice and, as a general rule, a [10] business day period to remedy the breach. If the breach is not remedied within this period, the right to terminate arises.
20. Post-Termination Projects and Handover
A written transition plan is prepared for ongoing projects to ensure that the client is not affected. The Solution Partner delivers all current files, source code, access rights, documentation, media, and project records. The revenue share for completed work that has been or will be collected is calculated in accordance with Appendix 2 and the project agreement. Use of the BOZBAY name, accounts, data, and customer information ceases immediately. Provisions regarding confidentiality, intellectual property, non-circumvention, payment, and dispute resolution shall remain in effect by their very nature.
21. Contractual Penalties, Damages, and Setoff
21.1. The parties may specify in Annex 3 the amount of the contractual penalty to be imposed for customer/revenue concealment, circumvention of BOZBAY, unauthorized use of confidential information or customer data, trademark misuse, and serious intellectual property infringement. 21.2. The enforceability of the penalty clause and its assessment by a court are subject to the mandatory provisions of Turkish law. BOZBAY reserves its rights with respect to damages exceeding the penalty clause that are legally recoverable.
22. Liability and Indemnification
22.1. Each party is liable for the other party’s direct damages resulting from its own negligence, unlawful act, license violation, breach of confidentiality or data breach, or unauthorized commitment. 22.2. The Solution Partner shall indemnify BOZBAY to the extent of its fault for any claims arising from the use of content or code by the Solution Partner or its authorized subcontractor that infringes the rights of third parties.
23. Dispute Resolution and Governing Law
23.1. This Agreement shall be governed by the laws of the Republic of Turkey. 23.2. The parties shall first seek a resolution through high-level negotiations; if mediation or other mandatory dispute resolution procedures are required as a prerequisite for litigation, these shall be followed. 23.3. Subject to the rules of exclusive jurisdiction, the Courts and Enforcement Offices of the location where BOZBAY’s headquarters are situated are agreed upon as the competent jurisdiction: [BURSA / ______].
24. Notices, Amendments, and Severability
24.1. The official notice addresses are listed in Appendix 3. Notices regarding commercial operations may be sent via the corporate email/project system; legal notices, such as those regarding termination or default, shall be made in accordance with the procedures prescribed by applicable law. 24.2. Amendments to this Agreement and its annexes shall not be valid unless made in writing and approved by authorized persons. 24.3. The invalidity of any provision shall not affect the validity of the other provisions; the invalid provision shall be replaced with the most closely applicable provision that achieves the intended purpose.
25. Integrity and Order of Priority
25.1. This Agreement, together with Annex 1 (Service and Scope of Work), Annex 2 (Commercial Terms and Revenue Sharing), and Annex 3 (Special Terms and Signature Information), constitutes a single, integrated whole. 25.2. If there is a conflict between the signed special terms for a specific project and the main agreement, the special terms shall take precedence solely with respect to that project; provisions regarding confidentiality, intellectual property, data security, and trademark protection shall remain in effect unless expressly waived.
APPENDIX 1 — SERVICE AND JOB DESCRIPTION Title To Be Filled in Solution Partner Expertise [____________________________] Scope of Services [____________________________] Exclusions [____________________________] Deliverables [____________________________] SLA / Delivery Timeframe [____________________________] Revision / Change Policy [____________________________] Quality Standard [____________________________] Monthly Capacity [____________________________] Systems to Be Used [____________________________] Archive / File Standard [____________________________] Customer Communication Authorization [____________________________] Use of Subcontractors [Permitted / Written Approval Required / Prohibited]
APPENDIX 2 — COMMERCIAL TERMS AND REVENUE SHARING Clause Agreement Project / Service Category [____________________________] BOZBAY Revenue Share % [____] Solution Partner Revenue Share % [____] Distribution Base [____________________________] Direct Expenses [____________________________] Collection Channel BOZBAY Official Bank Account / [other written model] Billing [____________________________] Payment Term [____] business days Refund / Chargeback [____________________________] Minimum Target / Capacity [____________________________] Annual Review Date [____/____]
APPENDIX 3 — SPECIAL TERMS, PENALTY CLAUSE, AND NOTIFICATION Heading Value Initial Minimum Cooperation Period [____] months Ordinary Termination Notice [____] days Remedy Period [____] business days Post-Termination Non-Circumvention [____] months Liquidated Damages [________ TL / project revenue x ___ / other] BOZBAY Notice Email [____________________________] Partner Notification Email [____________________________] Competent Court/Enforcement Office [____________________________]
SIGNATURE PAGE The parties hereby declare that they have read and understood the Agreement and its attachments, accept them of their own free will, and put them into effect with their authorized signatures. BOZBAY AGENCY SOLUTION PARTNER Full Name: ______________________ Name/Title: ______________________ Authorized Representative: _________________________ Authorized Representative/Person: ____________________ Position: __________________________ Turkish ID/Tax ID No.: __________________ Signature: ___________________________ Signature: __________________________ Date: ____/____/______ Date: ____/____/______
