Freelance Developer Agreement

Version 1.0 – 9 October 2026

ADNYS FZE Freelance Developer Agreement · Version 1.0 – 9 October 2026

This agreement is between ADNYS FZE, a Free Zone Establishment licensed by the Sharjah Research, Technology and Innovation Park (SRTIP) Free Zone, Sharjah, United Arab Emirates (licence no. 9380, TRN 105077502000001) ("ADNYS"), and the person or business whose details are given on the partner sign-up form ("Developer").

1. What this agreement is for

1. The Developer provides software development, design, implementation or related IT services for ADNYS and its clients ("Services").
2. Each job is agreed in a work order sent by ADNYS by email or through ELMS ("Work Order"). A Work Order states the scope, price, milestones and deadline. If a Work Order and this agreement differ, the Work Order applies to that job.
3. The Developer is an independent contractor, not an employee, agent or legal partner of ADNYS. ADNYS does not provide a visa, salary, leave or benefits. The Developer uses their own equipment, pays their own taxes, and is responsible for holding any licence or permit needed to do freelance work where they live.
4. This arrangement is non-exclusive. ADNYS does not promise any minimum amount of work.

2. Sign-up and identity checks

1. The Developer must give true and complete information and a valid government ID, and keep them up to date.
2. ADNYS may verify the information, ask for more documents or a test task, and refuse or end the arrangement at its discretion.
3. The Developer confirms they are at least 18 years old and are not on any sanctions list.
4. This agreement takes effect when the Developer signs it electronically and ADNYS confirms approval by email.

3. How the work is done

1. The Developer does the work personally (or with their own staff, if ADNYS agrees in writing), with reasonable skill and care, on time, and following ADNYS's instructions and coding standards.
2. The Developer delivers all source code, files, designs and passwords to ADNYS's repository or storage, not only to the client.
3. The Developer may use open-source components only if their licences allow commercial use, and must list them on delivery. The Developer must not use code copied from others without permission, or add hidden access, tracking or malware.
4. ADNYS is the client's main contact. The Developer does not contact ADNYS clients about pricing or new work.

4. Acceptance and fixes

1. ADNYS checks each milestone and accepts it, or asks for corrections, within 7 days of delivery.
2. The Developer fixes faults in their work free of charge for 30 days after acceptance.

5. Fees and payment

1. Each Work Order states how the job is paid: either a fixed price (per job or per milestone), or by the hour at the Developer's hourly rate. The hourly rate is stated in the approval email or in the Work Order; a Work Order may set a maximum number of hours.
2. For hourly work, the Developer keeps an honest timesheet (date, task, hours) and sends it with the delivery or at the end of each month. Only hours ADNYS approves are paid. Hours above the Work Order maximum are paid only if ADNYS agreed them in writing first.
3. Accepted milestones and approved hours of a calendar month are paid by the 15th of the following month, by bank transfer to an account in the Developer's own name. The Developer sends a simple invoice or statement if ADNYS asks for it.
4. No payment is due for work that is not accepted or that breaks this agreement. Extra work is paid only if ADNYS agreed it in writing first.
5. Bank charges for international transfers are paid by the Developer.

6. Ownership of the work

1. All work the Developer creates for ADNYS or its clients, including source code, designs, documents and data ("Work Product"), belongs to ADNYS once it has been paid for. The Developer assigns to ADNYS all intellectual property rights in the Work Product, worldwide, without extra payment.
2. To the extent the law allows, the Developer waives moral rights in the Work Product and will sign any document ADNYS reasonably needs to confirm ADNYS's ownership.
3. The Developer must not reuse, sell, publish or show the Work Product, or the client's name, without ADNYS's written permission.

7. Confidentiality, data and security

1. The Developer keeps confidential all information about ADNYS, its clients and their projects, including passwords, data and source code, during this agreement and for 3 years after it ends (and for as long as the law requires for personal data).
2. The Developer handles personal data only as needed for the job, under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and deletes or returns it when the job ends.
3. The Developer uses the accounts ADNYS provides, keeps passwords secret, uses two-step verification where available, and reports any security incident to ADNYS within 24 hours.

8. No direct dealing with ADNYS clients

For 12 months after the Developer last works on a client's project, the Developer must not offer or provide services to that client directly or through others, cutting ADNYS out, unless ADNYS agrees in writing.

9. Liability

1. The Developer is responsible for losses caused by the Developer's breach of this agreement, infringement of others' rights, or security failures caused by the Developer.
2. Except for fraud, wilful misconduct, confidentiality or infringement, each party's total liability under a Work Order is limited to the price of that Work Order.

10. Ending the agreement

1. Either party may end this agreement, or a Work Order, with 7 days' notice by email.
2. ADNYS may end it immediately for a serious breach, missed deadlines without good reason, or a confidentiality or security breach.
3. On ending, the Developer hands over all work done and all ADNYS and client materials. ADNYS pays for milestones already accepted, and a fair share for work in progress that it accepts.

11. Electronic signature and records

The parties agree that this agreement may be signed electronically under UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. The Developer's typed full name, ticked confirmation, and the date, time and internet address (IP) recorded at signing make up the Developer's signature. ADNYS keeps a record of the signed version. ADNYS's approval email is its acceptance.

12. Changes

ADNYS may update this agreement by giving 30 days' notice by email. Work Orders already accepted continue under the version in force when they were accepted.

13. Law and disputes

This agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah. The courts of Sharjah have jurisdiction over any dispute. The parties will first try to resolve any dispute in good faith by email or meeting.