Paid services contract No. _____ 1. SUBJECT MATTER OF THE CONTRACT 1.1. The Executor undertakes to perform the works and the services (collectively the “Services”) specified in the Statements of Services (Attachments hereto) during the period of ______ till ______. 2. RIGHTS AND OBLIGATIONS OF THE PARTIES 2.1 The Customer undertakes to: 2.1.1. Make payment according to the terms of this Contract; 2.1.2. In a reasonable time in advance provide Executor with all the information, documents and materials necessary for proper performance of the Services; 2.1.3. Sign the Certificate of Acceptance submitted by the Executor within five (5) business days upon receipt, if the Customer accepts the Services. If the Customer does not sign the Certificate of Acceptance, it shall serve a reasoned refusal to the Executor within five (5) business days after receipt of the proposed Certificate of Acceptance. In such case the Parties shall draw up a bilateral statement with a description of the defects of the Services and manner and terms of their remedy by the Executor. If the Customer refuses to sign the Certificate of Acceptance and does not send a reasoned refusal within the time specified above, the Services shall be deemed to have been performed properly and accepted by the Customer. 2.2 The Executor undertakes to: 2.2.1. Perform the Services; 2.2.2. Agree in a timely manner with the Customer on the list of documents and information required for performance the Services; 2.2.3. Use all the information received from the Customer for performance of the obligations stated in this Contract. 3. FEES 3.1 The total projected fees [and reimbursement of expenses] for the Services (“Budget”), if determined, are set forth in the Attachments hereto. The Budget pertains to Services only as set forth in Attachments hereto and is only for Services rendered by the Executor, unless specifically provided otherwise herein. 3.2 The Customer shall pay the full amount stated in Section 3.1 within five (5) business days from the date of the invoice issued by the Executor. 3.3 Payment shall be deemed made when the amount due is received in the Executor’s bank account. 4. INTELLECTUAL PROPERTY 4.1 Unless specifically provided for Attachments and paid for by the Customer, the Executor does not perform any searches, including but not limited to, trademark, copyright or patent searches, to determine if materials prepared or provided by it, or any portion thereof, may infringe the rights of any third party, and such searches and determinations are the responsibility of the Customer. Nothing in this Contract shall prohibit or prevent the Executor from using materials that are obtained from third parties pursuant to limited licenses. 4.2 Upon payment in full of all amounts due and owing the Executor with respect to the Services, the Executor will, upon the Customer’s request, assign all of its right, title and interest, including all of its trademark rights, in the materials the Executor creates in connection with such Services; provided, however, that the Customer shall obtain no ownership interest in (i) third-party materials, including without limitation, stock photography, (ii) materials prepared by the Executor prior to or outside the scope of this Agreement, even if customized for the Customer, and (iii) materials that the Executor considers proprietary, including but not limited to, media lists, media training guides, influencer lists, data bases and proposals the Executor submits to the Customer that the Customer does not engage the Executor to implementUpon the Customer’s request, and at the Customer’s expense, the Executor shall use reasonable efforts to obtain from any third party any and all assignments and releases necessary to grant the Customer the rights of such third party. 4.3 This Section 4 shall survive termination or expiration of this Agreement. 5. ASSIGNMENT 5.1 Neither Party may assign this Contract or any rights or obligations hereunder, whether directly or indirectly, without the prior written consent of the other Party; provided, however, that the Executor may regardless to the Customer’s consent (i) elect to engage subcontractors in connection with the performance of its Services hereunder, so long as the Executor shall remain responsible for performance of the Services and for the performance by the subcontractors; and/or (ii) assign the receivables from this Contract to any third party. 6. CONFIDENTIALITY 6.1 The Parties agree that information on the fact of the present Contract, activities of the Parties or activities of any other company pertaining to the Parties, that is not open and became known in connection with the conclusion and execution of the present Contract, is confidential. For the purposes of the present Contract, confidential information is information that has commercial value owing to its obscurity for the third persons, cannot be free and legally accessed and the information holder takes measures for its confidentiality protection (commercial secret), as well as information that does not contain commercial secrets according to the current legislation of the Russian Federation, but the Party that discloses such information declares it is confidential. 6.2 The Parties agree not to disclose such information to the third parties and use it solely for the purpose of fulfilling the Contract both during the currency of the Contract and after it. Executor undertakes to limit number of people, which have access to such information down to the limit reasonable for the present Contract execution. 6.3 Executor is responsible to the Customer for fulfillment of terms of confidentiality by the third persons engaged by the Executor. 7. RESPONSIBILITIES OF THE PARTIES 7.1 In case the schedule for performing the Services is delayed through the fault of the Customer, the latter, after demand of the Executor, shall pay the extra expenses due to such delay. 7.2 In case the Customer delays payment under the Contract for over five (5) business days, the Executor is entitled to charge a delay penalty in the amount of 0.05% of the sum to be paid for each day of delay in payment, but not more than 10% of the sum stated in the appropriate Attachment. 7.3. In the event that the Services are performed with defects, the Executor shall remedy the defects within the term agreed with the Customer, and if such time is not agreed, then within a reasonable time. Should the Executor fail to remedy such defects as specified in the preceding sentence, the Customer, subject to Section 11, shall be entitled to terminate this Contract and require from the Executor reimbursement of the fees paid by Customer for such defective Services. 7.4. Remedies of the Customer provided in this Section 7 are the only remedies which the Customer may exercise with respect to this Contract, unless applicable law provides otherwise. 8. INDEMNIFICATION 8.1. The Customer represents and warrants that the materials and information it provides to the Executor are accurate and complete and that it is the owner or licensee of all intellectual property rights sufficient to enable the Executor to edit, reproduce and otherwise use, publish and distribute such materials in performing Services for the Customer. The Customer, in the manner provided for in this Contract and allowed by the applicable law, shall defend, indemnify and hold the Executor harmless from and against any third-party liabilities, actions, claims, damages, judgments or expenses, including reasonable attorneys’ fees and costs, (collectively – the “Claims”) that arise out of or relate to: (i) information, statements or materials (including any Claims relating to intellectual property rights therein), prepared or provided by the Customer, that the Customer directed the Executor to use or that were approved by the Customer, including, without limitation, any Claims of infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel (ii) product liability or death, personal injury or property damage arising out of, or relating to, the Customer’s acts or omissions or the Customer’s products, services or equipment; and/or (iii) the Customer’s negligence or willful misconduct. 8.2. The Executor, in the manner provided for in this Contract and allowed by the applicable law, shall defend, indemnify and hold the Customer harmless from and against any Claims that arise out of, or relate to the Executor’s gross negligence or willful misconduct in performing the Services under this Contract. 8.3. The indemnifying Party’s obligations under this Contract are conditioned upon (i) the other Party’s giving prompt, written notice of a Claim; (ii) the indemnifying Party having sole control of the defense and settlement of a Claim (provided that the indemnifying Party may not settle any Claim in a manner that would adversely affect the other Party’s rights, reputation or interests without the other Party’s prior written consent, which shall not be unreasonably withheld); and (iii) the other Party’s cooperation with the indemnifying Party, at the indemnifying Party’s expense, in the defense and settlement of the Claim, as the indemnifying Party may reasonably request. The Party seeking indemnification shall have the right to participate in the defense thereof with counsel of its choosing at its own expense. 8.4. This Clause 8 shall survive termination or expiration of this Agreement. 9. NON-SOLICITATION OF EMPLOYEES 9.1. During the term of this Contract and for one (1) year after its termination, Customer will not, without the written consent of Executor, knowingly solicit (either directly or indirectly) any Executor employee with whom Customer came into contact during the performance of this Contract, for the purpose of engaging such employee as an employee, consultant, agent or other independent contractor. In the event Customer does so solicit and employ or engage any person so employed by Executor, Customer shall pay Executor a fee equal to the total amount of such employee’s annual cash and non-cash compensation as a reimbursement to Executor of its recruitment and training costs. This Section shall survive termination or expiration of this Contract. 10. FORCE-MAJEURE 10.1. Neither of the Parties shall be liable for partial or complete non-fulfillment of any of its obligations under this Contract, if it proves that such non-fulfillment is caused by the circumstances of force majeure: military actions, strikes or other social, political or economic circumstances, which could not be foreseen or prevented by the Parties and which prevent fulfillment by the Parties of their respective obligations under this Contract. 10.2. In case of such circumstances the time period stipulated in the Contract for execution of obligations is extended correspondingly for a period during which such circumstances last or terminated by the Contract of the Parties. 11. TERMINATION. REFUSAL TO PERFORM 11.1. The Customer shall have the right to refuse to perform the Contract (and in this event the Contract terminates) upon giving [thirty (30) days] prior written notice if it pays to the Executor (i) the fees for the Services actually performed before the day of termination of the Contract; (ii) compensation of expenses of the Executor which the latter beard in order to perform this Contract, including reasonable expenses made for preparations to this Agreement performance. 11.2. Either Party may refuse to perform (terminate) this Contract for any reason by providing the other Party with not less than thirty (30) days’ written notice. 11.3. In addition, either Party may refuse to perform (terminate) this Contract upon ten (10) days’ written notice to the other Party in the event of a material breach of this Contract (including non-payment of any invoice), if such breach is not corrected by the other Party within the ten-day period. 11.4. Either Party may immediately refuse to perform (terminate) this Agreement if the other becomes insolvent; is unable to pay its debts as they mature; is the subject of a petition in bankruptcy or of any other proceeding under bankruptcy, insolvency or similar laws; makes an assignment for the benefit of creditors, or is named in, or its property is subjected to, a suit for the appointment of a receiver; or is dissolved or liquidated. 11.5. The respective rights and duties of the Parties shall continue in full force and effect during the notice period. 11.6. Upon expiration or termination of this Contract, the Customer shall pay the Executor fees through the termination date and reimburse the Executor for expenses incurred through the termination date. In addition, the Customer shall either assume liability or pay the Executor for non-cancelable expenses committed to be incurred prior to the termination date. 11.7. This Clause 11 shall survive termination or expiration of this Contract. 12. TERM; ALTERATIONS 12.1. The Contract comes into force from the moment of signing it by the both Parties and is valid till complete fulfillment of the obligation by the Parties. 12.2. All alterations and supplements should be made in a written form as agreed by Parties. 12.3. All notices and communications sent in the context of subject or execution of this Contract should be sent by courier. 13. COMPLIANCE WITH LAWS 13.1. In carrying out its obligations and exercising its rights under this Contract and in utilizing the Services and any works provided by the Executor pursuant to this Contract, the Customer shall comply with and be in compliance with all applicable legislation, including but not limited to legislation relating to competition in the marketplace, advertising, protection of personal data, trade secrets, intellectual property, money laundering, taxation, commercial bribery and other bribery, environmental, health and safety requirements, labor standards, and licensing requirements. 14. ENTIRE AGREEMENT 14.1. This Agreement, along with any and all exhibits and attachments, constitutes a single agreement, as well as the entire agreement with respect to the subject matter hereof, supersedes any prior or contemporaneous agreement between the Parties, whether written or oral, with respect to the subject matter hereof, and may be modified or amended only by a writing signed by the Party to be charged. 15. GOVERNING LAW AND DISPUTES RESOLUTION 15.1. This Contract shall be governed by the substantive laws of the Russian Federation, without consideration of conflict of laws principles. 15.2. All disputes, differences or claims which may arise out of this Contract or in connection with same regarding its existence, validity or termination are to be settled by the Arbitrazh Court of the city of Moscow. 15.3. In case if any discrepancies arise between the Russian and English versions of the present Contract the Russian text shall prevail.
