English translation of the Turkish agreement (intern-commission-agreement.html). In case of conflict, the Turkish version prevails unless the Parties agree otherwise in writing.
INDEPENDENT CONTRACTOR SERVICES AGREEMENT Commission, confidentiality, and intellectual property provisions — Turkey primary; additional U.S./Delaware remedies where nexus exists
This Independent Contractor Services Agreement (“Agreement”) is entered into by and between YGT Labs AI, LLC (“Company”), whose details appear below, and Eyüp Enes Vural (“Developer”), whose details appear below, and becomes effective upon mutual execution under the terms and exhibits set forth herein. The Company is a limited liability company organized under the laws of the State of Delaware. Applicable law is allocated by subject matter in Section 10.1. Exhibit 5 compares Turkish law with potential U.S./Delaware enforcement avenues; it does not assert automatic or equivalent application.
1. Parties
| Company | YGT Labs AI, LLC Delaware Limited Liability Company Address: 1111B S Governors Ave, Suite 54498, Dover, DE 19904, United States of America Email: hello@ygtlabs.ai |
| Developer | Eyüp Enes Vural Turkish National ID No: 40192574484 Address: İzmir, Esentepe Mahallesi, 8809/32. Sokak, Gencerler Sitesi A1 Blok, Kat 2, Daire 5, Turkey Email: sakaspriv@gmail.com Bank: Ziraat Bankası IBAN: TR59 0001 0090 1080 3794 7050 01 |
2. Definitions
2.1. Product portfolio: the following commercial platforms and services owned by the Company:
- ecutuningportal.com — primary multi-tenant ECU tuning software service;
- update.ecutuningportal.com — version upgrade and upsell platform for existing customers;
- trial.ecutuningportal.com — trial environments and trial subdomain platform;
- tuningwebsite.com — website development, sales, and delivery platform.
2.2. Company Work Product: all code, software, designs, documentation, and similar deliverables produced by the Developer on behalf of the Company under this Agreement.
2.3. Confidential Information: the Company’s business model, customer data, pricing, software architecture, source code, repository history, database schemas, configuration files, access credentials, sales processes, and any commercial or technical information not yet publicly disclosed.
2.6. Company source code: source code, object code, database schemas, migration files, configurations, continuous integration definitions, and all copies thereof maintained in the Company’s version control repositories, servers, or Company-provided environments.
2.4. Net Collected Amount: the amount actually collected by the Company from the customer, after deducting refunds, chargebacks, taxes and statutory withholdings, and payment processor fees.
2.5. Qualifying Sale: a sale within Company-approved product scope in which the Developer is marked in the customer relationship management system records as the source or closing contributor, and which does not belong to the Developer’s first-degree relative or an entity controlled by the Developer.
2.7. Restricted Activity: a hosted software service (SaaS) offering multi-tenant ECU tuning software or directly competing in the same product category as ecutuningportal.com, using the Company’s confidential information, source code, or customer data.
2.8. Restricted Customer: customers with whom the Company has an active contract or to whom it is actively providing services, and who are marked in the customer relationship management system records within the 24 (twenty-four) months preceding or on the Agreement termination date as having the Developer as source, closing contributor, or primary owner; excluding first-degree relatives or legal entities controlled by the Developer.
2.9. Restricted Territory: (a) the Republic of Turkey; and (b) countries in which the Company has at least one active customer in the ecutuningportal.com or product portfolio scope on the termination date; and (c) countries in which the Developer provided direct sales, installation, or support under this Agreement. Outside the Developer’s country of residence, the Restricted Territory is limited to countries under subsections (b) and (c) only.
2.10. Restricted Period: 12 (twelve) months from the Agreement termination date; alternatively, 9 (nine) months if a court of competent jurisdiction finds this period disproportionate (Section 7.9).
2.11. Conflict Risk: the Developer’s planned new product falls within the same product category as the product portfolio in Section 2.1. Product category is limited to: (a) multi-tenant ECU tuning software or hosted ECU tuning software service (SaaS), (b) customer website development, sales, and delivery platform, or (c) hosted software services directly competing with those categories. Products outside Section 2.11 do not carry Conflict Risk; the Exhibit 2.2 notification obligation does not apply to them. The existence of Conflict Risk is determined objectively under this definition; the Company’s discretion applies only to intellectual property conflict or confidentiality breach objections under Exhibit 2.2.
3. Subject Matter and Legal Character
3.1. This Agreement governs the Developer’s provision of services as an independent contractor for the products listed in Exhibit 1, payment of fees under Section 5, assignment of Company Work Product, and confidentiality obligations.
3.2. The relationship between the Parties does not create an employer-employee relationship under Turkish Labour Law No. 4857. The Developer acts as an independent professional who determines their own working hours and methods (subject to the Company’s quality, security, and brand standards and the planning provisions in Section 4.3). U.S. (where nexus exists): independent contractor under the Fair Labor Standards Act (FLSA) and Delaware worker classification; IRS independent contractor criteria (Rev. Rul. 87-41 and current IRS guidance).
3.3. The Developer is solely responsible for their own tax, social security (Bağ-Kur / 4-b self-employed regime), health insurance, and professional obligations. The Company does not pay insurance premiums, benefits, severance, notice pay, or similar employment compensation on the Developer’s behalf.
3.4. Representation authority and customer relations:
3.4.1. The Developer has no authority to represent or bind the Company; may not sign contracts on the Company’s behalf; and may not undertake binding formal legal acts for the Company.
3.4.2. Nevertheless, within the scope of services performed under Exhibit 1 and Section 4.2, the Developer may, in accordance with the Company’s published price list, standard package definitions, and current sales policies: (a) present offers to customers, (b) set installation and support schedules, (c) arrange allocation of trial environments, and (d) make oral or written commitments to customers regarding scope and delivery timelines consistent with the product’s existing technical features. Actions under this subsection are deemed part of the Developer’s contractual duties; separate written approval is not required for each action.
3.4.3. Discounts below the published price, off-package or custom pricing, additional warranties, free customization commitments, or commercial undertakings outside standard sales terms may be given only with the Company’s prior written approval or within authority limits defined in the customer relationship management system / approval workflow.
3.5. The Developer may develop their own products and projects outside the product portfolio; such activities are evaluated within the framework of Exhibit 2 and subject to the confidentiality and intellectual property limits in Sections 6–7.
4. Scope of Services and Software Security
4.1. The Developer’s service scope, areas of authority, and the Company’s exclusive areas are set out in Exhibit 1.
4.2. The Developer is responsible for evaluating prospective customers, managing demos and trials, software installation, tenant environment preparation, handling requests from customer communication channels, completing installation end-to-end, product development and maintenance, and sales processes.
4.3. Customer and sales matters take priority for the Developer. For product and technical work, the Parties agree each week on a written work plan; the approved plan is binding for that week. In urgent security or customer outage situations, Company priority applies.
4.4. The Developer uses only Company-provided infrastructure on Company projects; may not integrate externally copyleft-licensed open source or third-party libraries into Company products without the Company’s written approval.
4.5. The Company’s central content management system, admin panel core, payment infrastructure, and central tool database interface are the Company’s exclusive operational domain; the Developer may not make architectural changes in these areas and may not transfer source code to customers or third parties.
4.6. The Developer performs services primarily remotely from İzmir, Republic of Turkey; processes customer data in compliance with Turkish Personal Data Protection Law No. 6698 (KVKK) and, to the extent applicable, European Union data protection principles.
4.7. Repository access and copying prohibition: The Developer is granted time-limited, revocable access to Company source code solely for performance of services. Source code may be used only on the laptop allocated by the Company and in Company-approved environments. Cloning, downloading, backing up, forking, or permanent copying to a personal computer, external drive, personal cloud storage, personal version control account, or third-party environment is prohibited. Access keys and session credentials may not be shared with third parties. U.S. (where nexus exists): CFAA, 18 U.S.C. § 1030 — unauthorized access to or exceeding authorized access on the Company’s U.S. or U.S.-affecting computer systems; DMCA § 1201 only where technical protection measures are circumvented.
5. Financial Terms and Fees
5.1. The Developer receives no fixed salary or wage; fees are earned only on completed Qualifying Sales and work at the commission rates below.
| Line item | Rate |
|---|---|
| New ecutuningportal.com sale (invoice line item) | 10% |
| Website development (invoice line item) | 50% |
| Solo custom development | 100% |
| Version upgrade (ready package) | 10% |
| Additional sales line items during upgrade | 20% |
5.2. Fees are calculated on the Net Collected Amount. Where ecutuningportal.com, tuningwebsite.com, and version upgrade line items are sold together, commissions are calculated separately and summed; a single blended rate is not applied to the package total.
5.3. For version upgrades under update.ecutuningportal.com, 10% of the relevant line item is paid only when the version line item is collected. Where an additional paid line item is sold in the same transaction, 20% applies to additional sales line items; the version line item remains at 10%. If an additional sales line item is subject to a higher rate under this section, the higher rate applies.
5.4. For solo custom development, no other developer or Company officer may participate in the project, and the entire process must be completed by the Developer.
5.5. Fees arise not upon signing the customer order but upon the Company’s actual collection of the relevant amount. A sale counts as a Qualifying Sale only if the conditions in Section 2.5 are met. Invoice and customer relationship management system records govern line item classification.
5.6. Payment: Fee payments are made by wire transfer to the bank account specified in this Agreement, or by such international transfer method as the Company deems appropriate, following delivery of work and customer or Company approval, and in any event no later than 15 (fifteen) business days after the relevant month’s reconciliation. Payment currency may be euro or Turkish lira; for Turkish lira payments, the Central Bank of the Republic of Turkey effective selling rate on the payment date applies.
5.7. Refunds and set-off: If a collected sale is reversed by refund or chargeback, the related fee is set off against subsequent payments; if no amount remains to set off, the Developer refunds within 30 days upon the Company’s written request.
5.8. Rate updates: Commission rates may be updated by written addendum signed by the Parties. Until such addendum is signed, the rates in this section remain in effect.
6. Assignment of Intellectual and Industrial Property Rights
6.1. The Developer agrees to assign to YGT Labs AI, LLC, without limitation as to territory, duration, or number, the economic rights under Turkish Law No. 5846 on Intellectual and Artistic Works (FSEK) — including adaptation, reproduction, distribution, performance, public transmission, and other economic rights (FSEK Arts. 20–25) — in Company Work Product produced under this Agreement (FSEK Arts. 52, 58). Moral rights are non-assignable; to the extent permitted by law, the Developer grants an irrevocable license for the Company to exercise moral rights; the Developer may prohibit uses harming honor and reputation (FSEK Arts. 14–17). Because the Developer is an independent contractor, the primary means of title transfer under U.S. copyright law is written assignment under 17 U.S.C. § 204 (Exhibit A). The Parties acknowledge that work made for hire status under 17 U.S.C. § 101(2) and § 201(b) may not apply to computer software produced by an independent contractor if it does not fall within the statute’s nine categories. U.S. (where nexus exists): 17 U.S.C. § 204 (primary copyright assignment); §§ 101, 201(b) (only if statutory WMFH conditions are met); Delaware contract law.
6.2. The Developer may not use, copy, publish, or license Company Work Product in their own portfolio, on open source platforms, or in third-party projects without the Company’s written permission.
6.3. All rights in the Company’s pre-existing software, source code, customer databases, trademarks, central technical infrastructure, and trade secrets remain exclusively with the Company. The Developer receives only a limited, revocable right of use for the Agreement term and for performance of services; this right terminates immediately upon termination of the Agreement.
6.4. The Developer may freely use general software knowledge and professional skills; however, may not reproduce, carry over, or use the Company’s source code, customer lists, or confidential information in competing products.
6.5. Intellectual property in the Developer’s original products under Exhibit 2 remains with the Developer; such products are not Company Work Product.
6.6. Upon signing this Agreement, the Developer promptly signs the Copyright and Work Product Assignment in Exhibit A; if a patent application is involved, a Patent Assignment (35 U.S.C. § 261, to the extent applicable) upon request. Those documents confirm assignment under 17 U.S.C. § 204 and support U.S. Copyright Office registration; the primary transfer of Company Work Product is governed by Section 6.1. The Developer’s original products under Exhibit 2 per Section 6.5 are outside this section. Obligations under this section survive termination of the Agreement. U.S. (where nexus exists): 17 U.S.C. § 204; 35 U.S.C. § 261.
6.7. Derivative works prohibition: Under FSEK Art. 6, rights in all software outputs derived from Company source code, architecture, database design, user interface, or workflows belong exclusively to the Company. Changing file, class, or variable names, partial copying, or claims of rewrite do not eliminate this prohibition. Independent work claims are heard only upon written and technical proof of development from scratch without access to or use of Company source code; in case of doubt, the burden of proof rests on the Developer. U.S. (where nexus exists): 17 U.S.C. § 101 (derivative work definition); § 106(2) (exclusive right in derivative works); § 504 (copyright infringement damages and statutory damages).
6.8. The Developer may access Company source code only within authorized access defined in Exhibit 4; upon termination of access, immediately deletes or returns all copies.
7. Confidentiality and Customer Protection
7.1. The Developer may not copy confidential information for commercial purposes, share it with third parties, permanently transfer it to personal devices, or disclose it publicly. U.S. (where nexus exists): DTSA, 18 U.S.C. § 1836; DUTSA, Del. Code tit. 6, §§ 2001–2009 (for acts occurring in or directed at Delaware).
7.1a. DTSA whistleblower immunity notice: Under 18 U.S.C. § 1833(b), the Developer acknowledges that confidential disclosure to an attorney or government authority under court order, administrative order, or legal requirement may, under certain conditions, be exempt from criminal and civil liability.
7.2. Confidentiality obligations for trade secrets and source code are perpetual; for other confidential information, at least 5 (five) years from the termination date. U.S. (where nexus exists): DUTSA § 2003 (trade secret protection perpetual or for a reasonable period); DTSA § 1836(b) (federal cause of action).
7.3. The Developer processes customer and user data under KVKK only for performance of services and in accordance with the Company’s instructions. U.S. (where nexus exists): FTC Act, 15 U.S.C. § 45 — unfair data practices affecting U.S. consumers.
7.4. Upon termination of the Agreement, the Developer returns or destroys the allocated laptop (Section 8.2), all access credentials, copies, and Company materials within 5 business days; destruction is confirmed in writing.
7.5. Customer non-solicitation: During the Restricted Period and within the Restricted Territory, the Developer may not directly or indirectly (a) target, offer to, contract with, or redirect Restricted Customers for the purpose of moving them to a service within Restricted Activity; or (b) indirectly violate subsection (a) using the Company’s confidential information, customer lists, pricing, or CRM records. This section does not prevent the Developer from working freely with persons who are not Restricted Customers, acquiring customers through general advertising or marketing, or contracting with a Restricted Customer who approaches the Developer on their own initiative (without prior solicitation by the Developer). Former acquaintances who do not meet the Restricted Customer definition are outside this scope. U.S. (where nexus exists): Delaware non-solicitation; Restatement (Second) of Contracts § 188; DUTSA/DTSA (trade-secret-based solicitation).
7.6. Non-competition limits: (a) During the Agreement term, the Developer may not develop, operate, or partner in Restricted Activity using Company confidential information, source code, or customer data. (b) After termination, during the Restricted Period and within the Restricted Territory, the Developer may not engage in Restricted Activity (i) on their own account, (ii) on behalf of another, or (iii) through partnership or consultancy; however, activities using only general professional knowledge and skills, not based on Company source code, architecture, database design, customer lists, or confidential information, are outside this prohibition. (c) The Developer’s original products under Exhibit 2 — including existing products listed in Exhibit 2.5; without use of Company source code, customer lists, or confidential information and in compliance with the Exhibit 2.2 notification process — are outside this section. (d) Source code copying, forking, and derivative product prohibitions continue indefinitely under Section 6.7. (e) Proportionality: Sections 7.5 and 7.6 are subject to Turkish Code of Obligations (TBK) Arts. 54–56, Turkish Civil Code (MK) Art. 2, and Constitution Art. 48. Because the Developer is an independent contractor, TBK Arts. 444–447 do not apply directly; mandatory provisions apply if an employer-employee relationship is found. Restrictions apply only to the extent necessary to protect the Company’s legitimate interests. U.S. (where nexus exists): Delaware reasonableness test; Sunder Energy, LLC v. Jackson (Del. 2024).
7.7. Source code return and destruction: Upon termination of the Agreement or upon Company request, the Developer immediately and irreversibly destroys local version control folders, build outputs, database dumps, configuration copies, and all interim files containing Company source code. Delivers a destruction certificate to the Company within 48 hours. U.S. (where nexus exists): DUTSA § 2003(b) (return or destruction of trade secrets); DTSA § 1836(b)(3) (injunctive relief).
7.8. Audit and cooperation: The Company may audit Company-allocated devices for Company data in case of serious breach suspicion or for 24 months after termination. The Developer does not unreasonably obstruct evidence preservation and forensic examination. U.S. (where nexus exists): Federal Rules of Civil Procedure Rule 34 (electronic discovery); DTSA § 1836(b)(2)(A)(i) (injunctive relief and evidence preservation).
7.9. Reduction, severability, and consideration: (a) If a court or arbitrator finds Section 7.5 or 7.6 excessive as to duration, geography, or scope of activity, it may narrow the provision equitably under TBK Arts. 54–56 and MK Art. 2; if excess seriously endangers the Developer’s economic future, the relevant provision may be void in full. (b) Alternative scope (Delaware severability): If a court voids the primary scope, the Parties agree the following narrowed scope applies: Restricted Period 9 months; Restricted Territory limited to the Republic of Turkey only; non-compete limited to Restricted Activity based on source code or CRM data the Developer directly accessed under this Agreement. (c) Consideration: In exchange for restrictions under Sections 7.5 and 7.6, the Developer accepts commission rights, Company infrastructure and resource access, access to trade secrets, and training/know-how transfer as adequate consideration. The Parties declare restrictions reasonable in nature of the relationship without separate cash consideration. (d) Governing law (restrictions): Validity, interpretation, and reduction of Sections 7.5–7.6 are governed by the laws of the Republic of Turkey; the U.S./Delaware regime in Section 10.1 is reserved for trade secret, copyright, and source code violations. U.S. (where nexus exists): Sunder Energy, LLC v. Jackson (Del. 2024) severability; Restatement (Second) of Contracts § 184 (severability).
8. Company Resources and Allocation
8.1. The Company allocates an ASUS-brand laptop for the Developer to perform duties under this Agreement. Title to the device belongs exclusively to the Company; the Developer receives only a time-limited right of use.
8.2. Upon termination of the Agreement for any reason, the Developer returns the allocated laptop to the Company within 5 (five) business days in undamaged condition except for normal wear. The Company may claim damages for non-return or damage caused by intentional or grossly negligent conduct.
8.3. The Company provides software, AI development tools, trial and staging servers, and operational infrastructure access necessary for performance of services. The Developer uses these resources only under this Agreement and in compliance with Company usage policy.
8.4. Allocated devices, accounts, and access credentials may not be shared with third parties. The Company may suspend access in case of reasonable misuse or security risk.
8.5. Resources under this section do not create additional compensation or ownership rights for the Developer.
8.6. Access revocation: Upon suspected security breach, privilege escalation, or Agreement breach, the Company may immediately suspend or revoke repository, server, AI account, and all related access. Upon termination, all access is revoked; the Developer disables access keys within 24 hours and provides written confirmation. U.S. (where nexus exists): CFAA, 18 U.S.C. § 1030 — continued unauthorized access after revocation.
9. Breach and Termination
9.1. The Developer is prohibited from breaching confidentiality (Section 7), intellectual property (Section 6), repository access (Section 4.7), company resources (Section 8), personal data processing (Exhibit 3), or open source prohibition (Section 4.4).
9.2. Upon breach, the Developer compensates the Company’s direct damages. All rights of the Company under law and this Agreement are reserved. The Parties agree no separate liquidated damages amount is stipulated in this Agreement.
9.3. In cases of material breach, the Company may terminate the Agreement immediately without compensation; unpaid but earned fees are paid unless offset due to breach.
9.4. Either Party may terminate the Agreement without cause upon 7 (seven) days’ prior written notice to the other Party. Termination does not eliminate fees that arose and were collected before the termination date.
9.5. Statutory remedies: Unlawful copying, disclosure, or use of source code in competing products may, if legal elements are met, constitute copyright infringement under FSEK, unfair competition under TBK Arts. 54–56, and criminal liability under Turkish Penal Code (TCK) Arts. 239, 243, and 244. This provision does not create criminal law obligations; investigative authority rests with public authorities. U.S. (where nexus exists): 17 U.S.C. §§ 501–505 (copyright); DTSA § 1836 (civil trade secret); 18 U.S.C. § 1832 (trade secret theft — criminal); § 1831 only where foreign government/agent benefit is alleged; CFAA § 1030 (unauthorized access to U.S. computer systems); Lanham Act § 1125(a), to the extent applicable. The Company may pursue legal remedies in Turkey and/or the United States in the appropriate forum depending on the nature of the breach and U.S. connection. Double recovery for the same harm may not be claimed (Section 10.3). The Developer agrees to reasonable cooperation in investigation and evidence gathering.
10. Effectiveness, Governing Law, and Jurisdiction
10.1. Governing law by subject matter:
- (a) Turkey (primary): Independent contractor status, payment and commission, termination, general contract law, unfair competition (TBK Arts. 54–56), personal data (KVKK), and disputes arising from the Developer’s activities in Turkey. Turkish Private International Law (MÖHUK) Arts. 5 (public policy) and 6 (overriding mandatory rules) are reserved.
- (b) Delaware (limited): Only intellectual property assignment, confidentiality undertakings, and contractual interpretation; FSEK Art. 52, MÖHUK Art. 23 (country seeking protection), and Turkish public policy take priority.
- (c) U.S. federal (conditional): Independent of the Parties’ choice; where U.S. nexus exists, 17 U.S.C., 18 U.S.C. §§ 1030, 1831–1839, and relevant federal causes of action may apply. Federal statutes are not a “governing law” choice but apply under their own conditions.
10.2. Jurisdiction: For general disputes (payment, termination, contractor status, KVKK), courts and enforcement offices in İzmir, Turkey have exclusive jurisdiction based on the Developer’s domicile and place of performance (HMK Art. 10; MÖHUK Art. 40). For non-compete disputes, the competent court is the Commercial Court of First Instance. For intellectual property, trade secret, copyright, and source code violations, the Parties accept Delaware state courts (Chancery Court for equity claims only) or U.S. federal courts (District of Delaware) as secondary forum; the Developer consents to personal jurisdiction and service of process in such actions. If an employer-employee relationship is found, mandatory provisions of MÖHUK Arts. 27 and 44 are reserved.
10.3. Double recovery prohibition: Full compensation for the same harm from the same act may not be claimed separately in Turkey and the United States. Court or arbitrator offsets compensation previously collected.
10.4. The Parties declare they have read, understood, and accepted all Agreement terms of their own free will.
10.5. This Agreement was signed and became effective on 19 June 2026.
Exhibit 1 — Product Responsibility and Areas of Authority
| Area | Developer authority | Company exclusive area |
|---|---|---|
| ecutuningportal.com | Sales, installation, first-level support, product development | Central CMS, payment core, pricing approval |
| update.ecutuningportal.com | Upgrade sales, installation, customer communication | Version package release, architecture |
| trial.ecutuningportal.com and trial subdomains | Trial environment management, customer trial setup | Infrastructure policies |
| tuningwebsite.com | Sales, development, delivery | Brand and pricing policy approval |
Exhibit 2 — YGT Venture Studio Framework
Exhibit 2.1. Scope. This exhibit applies to software, applications, and commercial products outside the product portfolio defined in Section 2.1. Activities outside the product portfolio are not Company Work Product; their intellectual property remains with the Developer under Section 6.5. The Developer’s existing products as of the signing date are listed in Exhibit 2.5; listed products are exempt from the Exhibit 2.2 notification obligation and are treated as outside the product portfolio; prohibitions on use of Company source code and confidential information under Sections 6.7 and 7 are reserved.
Exhibit 2.2. Independent development. The Developer may independently develop products outside the product portfolio in their own name; provided that (a) such products are not derived from Company source code, (b) they are not substantially similar to Company architecture or database schema, and (c) Company repositories are not used during development. Before starting development of a new product carrying Conflict Risk under Section 2.11, the Developer gives written notice to the Company; notice is not a permission application. The Company may object only if it identifies intellectual property conflict or confidentiality breach risk, and responds within a reasonable time. U.S. (where nexus exists): 17 U.S.C. § 106(2) derivative works prohibition; DUTSA — independent development defense (including reverse engineering limits).
Exhibit 2.3. Studio support and brand (optional). Upon request, the Developer may benefit from Company guidance, AI development tools, server and infrastructure support, sales channel, or the “YGT Labs AI Product” brand umbrella; the Company is not obligated to provide such support. Use of the brand umbrella is not mandatory; if not used, the Developer may market the product under their own brand. Where studio resources are used, terms are set by project-specific written addendum.
Exhibit 2.4. Addendum. A written addendum is required where (a) Company infrastructure, AI accounts, sales channel, brand umbrella, or joint marketing resources are used, or (b) revenue or commission sharing between the Parties is involved. For projects run entirely on the Developer’s own resources and brand without Company resources, no addendum is required; for products under Section 2.11, the Exhibit 2.2 notification obligation applies; for other products, only Sections 6 and 7 apply.
Exhibit 2.5. Existing products as of signing date (grandfather). Products listed in the table below are the Developer’s existing products as of the signing date; under Exhibit 2.1 second sentence and Section 6.5 they are not Company Work Product and are exempt from the Exhibit 2.2 notification obligation. The product portfolio in Section 2.1 may not be added to this list. The list is confirmed by the Parties’ signatures; post-signature additions require written addendum only. Prohibitions on use of Company source code and confidential information under Sections 6.7 and 7 are reserved.
| No. | Product / project name | Domain or short description |
|---|---|---|
| 1 | ||
| 2 | ||
| 3 | ||
| 4 | ||
| 5 |
If no products are registered under Exhibit 2.5, the Developer confirms before signing by writing “No registered products” in the table.
Exhibit 3 — Personal Data Protection Addendum
Exhibit 3.1. Data controller: YGT Labs AI, LLC. Data processor: Eyüp Enes Vural. The data controller is obliged to appoint a representative in Turkey (KVKK and related communiqués). Exhibit 3 is an integral part of the main Agreement; in case of conflict on personal data matters, Exhibit 3 prevails.
Exhibit 3.2. The data processor processes data only in accordance with the Company’s written instructions for software sales, installation, trials, version upgrades, upsells, support, and contract performance.
Exhibit 3.3. Data processed: identity and contact information, customer transaction records, technical logs, support content. Payment card data is not processed. Customer personal data may not be transferred in raw form to shared AI tools.
Exhibit 3.4. The data processor implements security measures under KVKK Art. 12. Upon learning of a possible data breach, notifies the data controller within 24 hours. The data controller is primarily responsible for notification to the Authority (KVKK Art. 12/5).
Exhibit 3.5. Upon termination of the Agreement or upon request, all personal data copies are returned or irreversibly destroyed within 5 business days. Cross-border transfer occurs only on data controller instruction, under KVKK Art. 9 and the Authority’s current standard contract or appropriate safeguards (e.g., Standard Contract-2: controller → processor).
Exhibit 3.6. The Parties are jointly responsible for technical and administrative security measures under KVKK Art. 12/1 per Art. 12/2. The data controller is primarily responsible for disclosure (Art. 10), data subject requests, and breach notification (Art. 12/5).
Exhibit 4 — Source Code and Repository Use Policy
Exhibit 4.1. Permitted access: Company-allocated laptop, Company version control account, and Company-approved remote development environment.
Exhibit 4.2. Prohibited: cloning to personal device or personal account; forking; creating mirror copies; transferring to external storage; uploading source code to AI tools without Company approval; storing production database dumps in local environment. U.S. (where nexus exists): CFAA § 1030; DTSA § 1832 (trade secret misappropriation, criminal — where nexus exists).
Exhibit 4.3. After termination: all access is revoked; the Developer signs destruction and return certificate; the Company retrieves the device.
Exhibit 4.4. Authorized repositories and access levels are communicated in writing by the Company; the Exhibit 4.4 list is confirmed upon signing.
Exhibit 5 — Turkish Law and Potential U.S./Delaware Enforcement Avenues
The table below is explanatory; it does not assert automatic or equivalent application. U.S./Delaware avenues may apply only where U.S. nexus exists and the relevant statute’s own applicability conditions are met. In case of conflict, the main text (Section 10.1) governs.
| Agreement subject | Turkish law (primary) | U.S. / Delaware (conditional, where nexus exists) |
|---|---|---|
| Independent contractor (Section 3.2) | Labour Law No. 4857 — does not create employer-employee relationship | FLSA; IRS independent contractor criteria (Rev. Rul. 87-41) |
| Repository cloning (Sections 4.7, 8.6) | TCK Arts. 243, 244 — if legal elements are met | CFAA § 1030 — unauthorized access to U.S. computer systems; DMCA § 1201 only for TPM circumvention |
| Copyright assignment (Sections 6.1, 6.6, Exhibit A) | FSEK Arts. 20–25, 52, 58 — economic rights assignment; moral rights license | 17 U.S.C. § 204 (primary assignment); §§ 101, 201(b) only if WMFH conditions met |
| Derivative works (Section 6.7) | FSEK Art. 6 | 17 U.S.C. § 101, § 106(2), § 504 |
| Confidentiality / trade secret (Sections 7.1, 7.2) | TBK; TCK Art. 239 — conditional | DTSA § 1836 (federal); DUTSA — acts occurring in Delaware |
| Personal data (Section 7.3, Exhibit 3) | KVKK Arts. 9, 12; Authority standard contract | FTC Act § 5 — practices affecting U.S. consumers |
| Customer non-solicitation (Section 7.5) | TBK Arts. 54–56; Turkish Commercial Code Art. 55 | Delaware non-solicitation doctrine |
| Non-compete limits (Sections 7.6, 7.9) | TBK Arts. 54–56; MK Art. 2; Constitution Art. 48 | Delaware reasonableness test; Sunder (Del. 2024) |
| Source code destruction (Section 7.7) | FSEK; TBK | DTSA § 1836(b)(3) injunctive relief — where nexus exists |
| Unfair competition (Section 9.5) | TBK Arts. 54–56; Industrial Property Law — to the extent applicable | Lanham Act § 1125(a) — where nexus exists |
| Trade secret criminal (Section 9.5) | TCK Art. 239 — conditional | 18 U.S.C. § 1832 (theft); § 1831 only where government benefit alleged |
| Governing law (Section 10.1) | Turkish laws; MÖHUK Arts. 24, 40 | Delaware (limited IP interpretation); federal (on own terms) |
| Jurisdiction (Section 10.2) | İzmir — exclusive for general disputes | Delaware / District of Delaware — secondary forum for IP/trade secret |
Exhibit 5.1. The Company may pursue legal remedies in Turkey and/or the U.S. depending on the nature of the breach and U.S. connection. The Developer accepts that U.S. remedies depend on personal jurisdiction, nexus, and enforceability of judgment. Double recovery for the same harm may not be claimed (Section 10.3).
Exhibit 5.2. Documents to be provided to the Developer upon signing are integral parts of this Agreement: Exhibit A — Copyright and Work Product Assignment (ek-a-copyright-assignment.html); Restrictive Covenant Acknowledgment (restrictive-covenant-acknowledgment.html). Signed under Section 6.6.
(Company)
Authorized Name: Ercan Yiğit
Title: Managing Member
Signature: _________________________
Date: 19 June 2026
Name: Eyüp Enes Vural
Signature: _________________________
Date: 19 June 2026