The international airport “Sheremetyevo”, represented by_____, acting on the basis of the Charter, hereinafter referred to as “Trustee”, the company “_____”, represented by_____, acting on the basis of a power of attorney, hereinafter referred to as “Executor”, on the one hand, and the company “_____”, represented by _____, hereinafter called “Client”, on the other hand, have agreed as follows:
Subject of the Contract
1.1 The Client entrusts and the Executor undertakes to perform a complex of jobs on placement of advertising panels in arrivals halls. The design of the advertising panel forms an integral part of the Present Contract.
Rights and Obligations of the Parties
2.1 The Trustee shall provide electric power for lighting equipment of the Client’s advertising panels.
2.2 The Executor shall provide guarantee services for the Client’s lighting equipment and advertising panels for the duration of the present Contract.
2.3 Either party has the right to cancel the Contract by written notice 30 days in advance of the estimated date of termination. In this case the cost of placement from the time of the cancellation of the Contract till the agreed termination date shall be returned to the Client (rental payment for the remaining months).
Settlement Procedure
3.1 The Client shall make payment under the present Contract in the amount of GBP _____ into the settlement account of the Trustee within 14 banking days from the date of the present Contract.
Responsibility
4.1 In the event of the Client’s delay in payments in accordance with Article 3.1 of this Contract for more than 3 (three) banking days, the Trustee has the right to terminate the Contract unilaterally.
4.2 The Executor is liable for the proper condition of the panels and shall eliminate all defects at his own account within reasonable time from the moment they are discovered.
4.3 The Trustee guarantees that in the event of restructuring (liquidation) of the Executor, termination of the agency agreement between the Trustee and the Executor, the present Contract will not be revoked and the Trustee shall become legal successor to the Executor.
Dispute Resolution
5.1 All disputes arising in connection with this Contract shall be settled in an amicable way. Should the Parties fail to reach amicable settlement, the dispute shall be settled by the Court of Arbitration of the Russian Federation.
Force Majeure
6.1 Should any circumstances arise which make complete or partial fulfillment by either party of its obligations under the present Contract impossible, the time stipulated for the fulfillment of these obligations shall be extended for as long as these circumstances prevail.
Other Provisions
7.1 This Contract is executed in two copies, one for each party, both texts having equal legal validity.
7.2 All amendments and supplements to the present Contract shall be valid if made in written form by agreement of both parties.
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Agreement No. 10/2004-3A
This agreement is made the 6 day of October 2004 between company __ _____ a company incorporated under the laws of UK, having its registered address at ________, hereinafter referred to as "Principal", represented by the Attorney Mr. _______, acting by virtue of the Power of Attorney, of the one part and company _______a company incorporated under the laws of the United States of America, having its registered address _______, hereinafter referred to as "Agent", represented by the Director/Attorney _______, acting by virtue of the Charter/Power of Attorney, of the other part.
1. It is intended that the Principal will undertake the business activities described in Schedule 1 (the Business) acting by the Agent on an undisclosed basis.
2. The Principal appoints the Agent as its exclusive agent to conduct the Business in the territory described in Schedule 2 (The Territory) for a period of two years and thereafter until the appointment shall be determined by 6 calendar months notice in writing which may be given by either party to expire after the said two year period.
3. The Agent is to exercise all reasonable care and skill in the performance of its duties and shall act faithfully on behalf of the Principal, and on the basis of any instructions from the Principal.
4. The Principal will do all things reasonably necessary to enable the Agent to conduct the Business and will supply the Agent with such information as it may reasonably require for this purpose.
5. The remuneration of the Agent shall be way of commission and shall be at the rate:
5 percent of all sales proceeds if annual volume of sales is below USD 2 million;
4 percent of all sales proceeds if annual volume of sales is USD 2-5 million;
3 percent of all sales proceeds if annual volume of sales is above USD 5 million; for services provided by the Agent.
6. The Agent shall from time to time submit to the Principal Reports on the services provided by the Agent.
7. The remuneration of the Agent shall be paid on annual basis or more often by discretion of the Principal.
8. A. The Agent shall conduct the Business in its own name without disclosure of the interest of the Principal unless specifically instructed otherwise in relation to any particular matter. Without prejudice to the generality of this it is specifically agreed that all correspondence and contracts shall be written in the name of the Agent and all payments and receipts shall be made or received by the Agent in its own name using an account or accounts in the Agent's name. All sums received via the Agent shall after deduction of commission, be remitted to the account of the Principal within 45 days of receipt of such funds by the Agent.
8. B. The Agent has authority to undertake business on credit terms as it may agree from time to time but always subject to any restrictions that may be applied by the Principal in relation to any particular contract. Where credit terms are agreed by the Agent the Agent will indemnify and keep indemnified the Principal from all loss that may be caused by any breach or non observance on the part of the customer of the credit terms which, without prejudice to the generality of the foregoing, shall include both losses caused by the failure on the part of the customer to pay and any loss resulting from payment being made beyond the teams of the credit granted.
9. The Agent shall provide the Principal with such information as the Principal may request at any time in relation to the Business and to any accounts used in relation to the Business.
10. It has been unconditionally agreed upon by the Parties that the Principal is totally and solely responsible for all claims and actions brought by the customers of services in respect of the services quality.
11. In the event of the Agency lawfully being terminated by the Principal for any reason other than willful misconduct on the part of the Agent the Agent shall be entitled to a payment by the Principal by way of compensation for loss of goodwill suffered by the Agent. Such compensation shall be an amount equal to the average sum earned by the Agent in respect of commission under the Agency during the 5 years immediately proceeding the termination. In the event of the Agency having subsisted for a shorter period than 5 years the amount of the compensation shall be the average annual sum of the entire period of the Agency. Where the Agent has completed more than 5 years service as Agent for the Principal the amount to be paid in compensation shall be increased by 2% in respect of each completed additional year of service. Such compensation shall be payable 3 months after termination of the Agency.
12. Bank account of Agency is account__ opened in the name of______
13. This agreement shall be construed in all respects in accordance with British Law and for this purpose the parties hereby submit themselves to the jurisdiction of courts of the UK.
14. Nothing in this agreement shall prevent or restrict the Principal from conducting the business in the Territory.
_________________
Signed by
_________________
For and on behalf of _____________
_________________
Signed by
_________________
For and on behalf of ______________
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TRANSLATION AGREEMENT
Date of this Agreement:
[Translator's Name] ("Translator") [Translator's Address] and [Client's Name] ("Client") [Client's Address] hereby agree as follows:
1. Description of services. Translator, as an independent contractor, will provide the following service(s) [Identify item(s) to be translated and the
particular service(s) to be performed]:
Scheduled completion date is:
Translator shall make every effort to complete service(s) by the above date but shall not be responsible for delays in completion caused by events beyond Translator's control.
Method of delivery:______
Format of delivery:______
2. Fee for services. Client agrees to pay $ ____ as Translator's fee for the above service(s). Payment is due as follows: ____. The due dates for payment of fees and costs under this Agreement shall be the date(s) specified in this Agreement, provided that if no date is specified, the due date shall be the date of Translator's billing for the fees or costs. Any payments for fees or costs not received by Translator within days of the due date will be deemed late and shall be subject to a % per month late charge. Client agrees to be responsible for Translator's costs in collecting late payments due from Client, including reasonable attorneys' fees.
3. Cancellation or withdrawal by Client. If Client cancels or withdraws any portion of the item(s) described in paragraph 1 above prior to Translator's completion of the service(s), then, in consideration of Translator's scheduling and/or performing said service(s) Client shall pay Translator the portion of the above fee represented by the percentage of total service(s) performed, but in any event not less than _____% of said fee.
4. Additional fees. Additional fees will be payable, to be calculated as provided below, in the event the following additional services are required: (a) investigation, inquiry, or research beyond that normal to a routine translation is required because of ambiguities in the item(s) to be translated; (b) additional services are required because Client makes changes in the item(s) to be translated after the signing of this Agreement; and (c) Translator is requested to make changes in the translation after delivery of the translation, because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy. Such additional fees will be calculated as follows:________________________________.
5. Additional costs. Client shall reimburse Translator for necessary out-of-pocket expenses incurred by Translator that are not a normal part of routine translation procedure, such as overnight document delivery service requested by Client, long distance telephone and telefax expenses to clarify document ambiguity, etc.
6. Client's review of translation. Upon receipt of the translation from Translator, Client shall promptly review it, and within 30 days after receipt shall notify Translator of any requested corrections or changes. Translator shall correct, at no cost to Client, any errors made by Translator.
7. Confidentiality. All knowledge and information expressly identified by Client in writing as confidential which Translator acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Translator and, except as expressly authorized by Client in writing, shall not be divulged or published by Translator and shall not be authorized by Translator to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
a. Information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by
Translator of this paragraph.
b. Terminological glossary entries compiled by Translator in the course of Translator's performance of the translation service(s) under this
Agreement; provided, however, that Client and Translator may agree in writing that, upon payment by Client to Translator of an agreed-upon fee,
such terminological glossary entries shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.
8. Translation is property of client, copyright. Upon Client's completion of all payments provided herein, the translation of the item(s) described in paragraph 1 above shall be the property of Client. Translator has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, Translator shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 7 above.
9. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement.
10. Changes by others. Translator shall have no responsibility whatever as to any changes in the translation made by persons other than Translator.
11. Governing law. This Agreement shall be governed by the laws of the State of ______.
12. Additional provisions. [Add all additional provisions required by the parties.]
13. Complete agreement. This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in writing signed by both parties. This Agreement becomes a binding contract only upon signature by both parties and the delivery of fully signed copies to each party.
Translator: _______ Client: ____________
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