Construction Contract (Studio Construction) Draft Contract

ARTICLE 1 – PARTIES

1.1. Employer: [Title/Name Surname], [Tax Number/National Identity Number], [Address], [Phone], [Email]

1.2. Contractor: [Title/Name Surname], [Tax Number/ID Number], [Address], [Phone], [Email]

The parties will be referred to collectively as “the Parties” and individually as “Party”.

ARTICLE 2 – DEFINITIONS

2.1. Employer: [EMPLOYER title/name].

2.2. Contractor: [CONTRACTOR title/name].

2.3. Subcontractor: Third parties and organizations that the Contractor may appoint with written approval.

2.4. Agreement: This document and its annexes.

2.5. Studio: The studio space to be established/structured at [Address] and its auxiliary volumes related to acoustics/isolation.

2.6. Project: The entirety of the studio sound insulation and room acoustics improvement works designed by the contractor and described in Annex-1 Proposal/Estimate and Annex-2 Project Drawings

2.7. Work Schedule: A calendar including start, interim and end dates, critical activities, and dependencies.

2.8. Acceptance: All provisional and final acceptance procedures.

ARTICLE 3 – SUBJECT OF THE AGREEMENT

The subject of this Agreement is the turnkey completion and delivery by the Contractor of insulation, acoustics, mechanical/electrical integration coordination and other ancillary works in the Studio space allocated for the Employer's use, in accordance with the project and technical specifications in Annex - 1 and Annex-2.

ARTICLE 4 – SCOPE OF SERVICE

4.1. The contractor undertakes to perform all work items in Annex-1 ( offer) and Annex-2 ( projects), including materials and labor, in accordance with the specifications , in exchange for the price stated in Article 11

4.2. Scope of work includes floating floors, suspended ceilings, floating curtain walls, impermeable doors, column claddings, acoustic panels, vibration isolation, sealing, all necessary auxiliary framing and support systems, paint and finishes.

4.3. Coordination of the site survey for mechanical (HVAC), electrical/lighting and building automation works; integration of layout, transition details and insulation solutions to ensure acoustic integrity is under the Contractor's coordination. (The Contractor is responsible for acoustic continuity even if the relevant works are to be carried out by third parties.)

ARTICLE 5 – USE OF SUBCONTRACTORS

5.1. The Contractor may not delegate the entire Project. For partial subcontracting, the Employer's prior written consent is required.

5.2. The Contractor is responsible for all acts and omissions of the subcontractors as if they were its own acts and omissions.

ARTICLE 6 – OBLIGATIONS OF THE CONTRACTOR

6.1. Durations:

• 6.1.1. Start date of employment: [//____].
• 6.1.2. Total duration: [__] days; intermediate delivery(s): [specify if any].
• 6.1.3. Delay penalty: For each day the work is unsuitable for filming/operation, of [USD/EUR/TRY] will be deducted from the payments.

6.2. Technical Performance:

• 6.2.1. Background ambient noise will be at NC-30 level; partition systems will be designed and implemented to provide laboratory equivalent performance with Rw 63 dB (± tolerance: [e.g., −0/+2 dB] ). Verification will be carried out with on- site measurements after implementation (Clause 17).

6.3. Coordination: Mechanical, electrical, architectural and lighting systems contractors will be informed by the Contractor regarding acoustics/layout; acoustic continuity of shafts, passages and penetrations will be ensured.

6.4. Occupational Health and Safety and Administrative Compliance: Compliance with occupational health and safety measures in accordance with Law No. 6331 and secondary legislation; and compliance with building/facility safety and administrative rules is the responsibility of the Contractor.

6.5. Personnel and Responsibilities: The Contractor is responsible for the wages, social security contributions, taxes, and other legal obligations of the employees.

6.6. Confidentiality: Project information, drawings, pricing, audio data, and trade secrets belonging to the Business Owner may not be disclosed to third parties without written permission. (Article 18)

6.7. Rectification of incomplete/defective work: Deficiencies identified after provisional acceptance [e.g., 10] days.

6.8. Discount: A discount of % [__] will be applied to the unit/m² prices in Appendix-1 .

ARTICLE 7 – TECHNICAL STANDARDS AND MATERIALS

7.1. The studio AES and related ISO/ASTM/EN standards and good engineering practices.

7.2. Materials shall be new, first-class, and certified. The use of equivalent materials requires the written consent of the Employer.

ARTICLE 8 – EMPLOYER'S OBLIGATIONS

8.1. Timely written notification of project changes and timely approval of decisions.

8.2. Ensuring coordination between the Contractor and other suppliers; providing site access and necessary energy/site space.

8.3. Performance of payment obligations in accordance with this Agreement.

ARTICLE 9 – WORK DESCRIPTION, QUANTITY MEASUREMENT AND PAYMENT

9.1. Sample Work Items and Unit Prices: (Detailed technical specifications Appendix 1.)

• Floating floor (impact/acoustic control) ~[] m²: **[] TL/m²**
• Suspended ceiling (noise control) ~[] m²: **[] TL/m²**
• Floating curtain wall – street side ~[] m²: **[] TL/m²**
• Floating cladding wall – radius ~[] m²: **[] TL/m²**
• Video wall back insulation ~[] m²: **[] TL/m²**
• Column cladding ~[] m²: **[] TL/m²**
• Studio suspended ceiling grid: [__] TL/fixed
• Impermeable door, single leaf: [__] TL/piece
• Impermeable double leaf door: [__] TL/piece

9.2. Quantity Surveying Basis: The final quantity survey is done upon completion of the work. The quantity survey length x width calculation; doors/windows and non-usable spaces are deducted.

9.3. Advance Payments and Receivables:

• Advance payment within 1 week of the start of work : [__] TL
• Second advance payment [__] days after the start : [__] TL
• Net quantity/payment amount is calculated upon provisional acceptance; the balance is paid within [__] days

9.4. Prices do not include VAT.

9.5. Taxes, duties, fees and funds relating to the implementation of the Agreement shall be shared equally (50%-50%) by the Parties . Stamp duty shall be paid on the same basis.

9.6. Price Difference/Exchange Rate: The contract is based on [lump sum/unit price] . If payment is based on an exchange rate, the calculation method is determined as [CBRT sales/average; date]

ARTICLE 10 – FORCE MAJEURE

10.1. Events beyond the control of the parties, such as strikes, lockouts, disasters, epidemics, war, administrative/judicial actions, transportation restrictions, etc., shall be considered force majeure.

10.2. In case of force majeure, obligations are suspended; a reasonable extension of time will be granted. If the parties cannot agree on the new terms, the contract may be terminated without compensation.

ARTICLE 11 – CONTRACT PRICE AND DURATION

11.1. The Agreement shall enter into force upon signature by the authorized representatives of the Parties; commencement of work [//____].

11.2. The total duration is [__] days. If the work is not completed by the end of this period, it may be extended weekly with the written consent of the Employer, under the same conditions.

ARTICLE 12 – TERMINATION

12.1. The parties may terminate the contract for just cause if the breach is not remedied despite written notification and a period of [e.g., 7] days for correction

12.2. The Contractor cannot terminate the contract unilaterally without cause.

12.3. In case of material breaches by the Contractor, the Employer may suspend payments with a second warning; the resulting damages will be deducted from the Contractor's due payments.

12.4. In cases of changes in company names/partnerships or mergers/divisions, the contract to the successors ; these circumstances alone do not constitute grounds for termination.

ARTICLE 13 – TRANSFER AND ASSIGNMENT

The transfer of the contract and all or part of the work to third parties, assignment of receivables or pledging of property to the written approval of the Employer .

ARTICLE 14 – INTEGRITY OF THE AGREEMENT AND AMENDMENTS

14.1. This agreement and its annexes constitute a whole.

14.2. Amendments shall only be valid through additional protocols signed in writing by the authorized officials of the Parties

14.3. Failure to exercise any right shall not be deemed a waiver.

ARTICLE 15 – WARRANTY, DEFECTS AND MAINTENANCE

15.1. The contractor shall provide a warranty against defects in materials and workmanship for a period of [e.g., 24] months from the date of final acceptance of the work .

15.2. Defects that arise during the warranty period [e.g., 10] days ; immediate action shall be taken in emergency cases.

15.3. Acoustic performance deficiencies identified during pilot/test runs will be improved free of charge by the Contractor according to the acceptance criteria.

ARTICLE 16 – INSURANCE AND GUARANTEES

16.1. The Contractor All-Risk Site Insurance and third-party liability insurance in effect throughout the duration of the work; and shall present the policies to the Employer.

16.2. A letter of guarantee in the amount of [e.g., 10%] will be provided in exchange for the advance payment ; it is valid until final acceptance.

ARTICLE 17 – TESTING, INSPECTION AND ACCEPTANCE

17.1. The employer or their representatives may supervise the manufacturing process at every stage.

17.2. Prior to provisional acceptance; NC-30 background noise, field R' measurements, reverberation time (T20/T30), leak tightness and vibration tests are performed; results are reported. Measurement format and device class [ISO 16283/3382/AES12 etc.].

17.3. If the measurement results are below the acceptance criteria, the Contractor shall make corrections free of charge and cover the costs of re-measurement.

ARTICLE 18 – PRIVACY AND PERSONAL DATA

18.1. The confidentiality of technical/financial information disclosed between the parties shall be maintained; it shall be used solely for the purpose of performing the contract.

18.2. scope of Law are processed lawfully; necessary administrative and technical measures are taken.

ARTICLE 19 – INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

19.1. The ownership of the Contractor, while the usage license belongs to the Client. The Client may use these documents exclusively for this studio, indefinitely and without exclusivity.

19.2. In case of claims of rights violations by third parties, the Contractor assumes the necessary defense and compensation obligations.

ARTICLE 20 – PENALTY CLAUSE AND COMPENSATION

20.1. Penaltiesdo not preclude compensation for the resulting damages.

ARTICLE 21 – NOTIFICATION

21.1. The addresses of the parties are specified in Article 1. Written notifications shall be sent to these addresses; changes of address are subject to written notification

ARTICLE 22 – RESOLUTION OF DISPUTES

22.1. In case of disputes arising from this agreement, the [Istanbul (Central) Courts and Enforcement Offices] shall have jurisdiction.

Alternatively: The parties may also agree on arbitration in accordance with the rules of [ISTAC / Arbitration Venue] if they so wish

ARTICLE 23 – ENTRY INTO FORCE

23.1. The Agreement was signed in one copy/two copies and entered into force on [ / /____]

CONTRACTOR EMPLOYER
[Signature/Stamp/Authorized Person] [Signature/Stamp/Authorized Person]

APPENDICES

• Appendix 1: Contractor's Proposal/Estimate, unit prices, technical specifications (floating floor, suspended ceiling, curtain wall, doors, panels, etc.)
• Appendix 2: Project drawings (A-CAD/Revit/…); details, sections, penetration/sealing nodes
• Appendix 3: Work Programme (Gantt), critical path analysis.
• Appendix 4: Material technical data sheets and certificates (fire class, density, Rw/ΔL/NC, etc.)
• Appendix 5: Occupational Health and Safety Plan and Risk Assessment
• Appendix 6: Measurement Methodology and Acceptance Criteria
• Appendix 7: Sample Insurance Policies and Letters of Guarantee.

APPENDIX-1 (Excerpt from Sample Technical Recipes)

1) Floating Floor (Impact and Acoustic Noise Control)

• 2×18 mm OSB panels are laminated with an elastic layer of [brand/model] in between
• The prepared panels are placed on double-layer bearings (…×…×… mm) and applied floating on the existing concrete .
• In the perimeter, a desolidarization strip .
• Bottom cavity […] cm, [… ] kg/m³ rock wool.
• The final floor covering the Employer .
• Price: [……] TL/m².

2) Suspended Ceiling (Noise Control)

• The frame is constructed with galvanized U-C profiles at a distance of [...] cm from the axis; it is suspended from the floor with clips.
• Between layers […] kg/m³, […] cm stone wool; on the surface […] mm gypsum panel ×2; joint tape and putty.
• For acoustic improvement, […]×[…]×[…] cm fiberglass to the top surface.
• Price: [……] TL/m².

3) Floating Cladding Wall

• [...]×[...]×[...] mm box profiles with [...] cm axis spacing;
• High internal damping reinforced gypsum panels (not drywall) [… mm × 2/3 layers], laminated with non-woven felt in between;
• Back space [… cm] rock wool combination ([… kg/m³] + [… kg/m³]);
• Visible metal surfaces are painted black;
• Decorative square perforated acoustic panels and [… cm] foil-backed fiberglass backing;
• The walls will not touch each other; all joints are sealed with acoustic sealant.
• Price: [……] TL/m².

4) Impermeable Doors

• Single/double vane; multi-layered, circumferential magnetic seal; threshold drop-seal; certified Rw value [… dB].
• Price: [……] TL/unit.

Detailed material data sheets and application details Appendix 4; the measurement/acceptance method Appendix 6.