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Теги: agreement
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NOW THEREFORE, the Parties hereto agree as follows:
1. TERMS AND DEFINITIONS
For the purposes of this Agreement, with the exception of those cases when directly provided for
otherwise or evident from context, the following terms shall have the following meanings, and terms
used in the singular (depending on context) shall have the same meaning in plural and vice versa:
1.1 ‘Act’
means the document signed by the Parties as set forth in Section 4.2.2 hereof which acknowledges
acceptance of the services provided by the Service Provider to the Customer during a billing quarter.
1.2 ‘Agreement’
means this Agreement, the Appendices hereto, and all amendments and/or supplements made hereto
in writing and signed by the Parties' authorized representatives.
1.3 ‘Agreement Price’
has the meaning set forth in Section 4 hereof.
1.4 ‘Banking Day’
means any day (with the exception of Saturdays, Sundays, and holidays) when banks work in the Russian
Federation or Norway.
1.5 ‘Customer’
has the meaning set forth in the commencement hereof.
1.6 'Know-how'
means any proprietary or technical information of the products, patents, unpatented technology and
inventions, manufacturing techniques, processes, recipes, formulas and other information as is used by
Service Provider,including any improvements developed
during the term of this Agreement whether in a written or otherwise reproducible form, which are used
by and/or in the possession of Service Provider for the manufacture and sale of the Products.
1.7‘Agreement on Use of Know-how’
means the Agreement on Use of Know-how dated 4 April 2012 and signed between£PHHflHH? Oy
and Metadynea LLC and the Amendments and Partial Assignment Agreement to the Agreement on Use
of Know-how dated 1st of April 2013 signed between f||^m^Oy, ^^m^^GmbH and
Metadynea LLC..
1.8 ‘Party’
has the meaning set forth in the commencement hereto.
1.9 'Products'
means the products listed in Appendix no 3 hereto.
1.10 ‘Service Provider’
has the meaning set forth in the commencement to this Agreement.
1.11 ‘Services’
has the meaning set forth in Section 2 hereto.
2. SUBJECT OF THE AGREEMENT
2.1 The Service Provider shall provide the Customer with technical assistance reasonably
requested by the Customer required for the purposes of supporting the Customer in
manufacturing the Products in the method and within the terms stated herein; and the
Customer shall duly accept and pay for the services rendered by the Service Provider (the
'Services').
2.2 Technical assistance shall be based on the information used by Service Provider,
GmbH and in their own manufacturing of the Products.
2.3 The scope of the Services being provided are defined in Section 3 hereof.
3. SERVICES
3.1 Scope of Services
3.1.1 The volume, form, subject, and requirements for the level and quality of the Services being
provided are defined by the Parties in Appendix No. 1A hereto, which is an integral part
hereof.
3.2 Use and Delivery of Know-how included in the Services
3.2.1 The Service Provider shall hand over the Know -how concerning the provided Services in the
English language in computer-readable form such as CD. If needed the Customer shall be
responsible for translating the material into the Russian language at its own expense.
3.2.2 The Customer shall make the decision whether the Know-how obtained during the provision of
Services is implemented and taken into use;
3.2.3 The Customer shall not be entitled whether directly or indirectly to make use of the received
Know-how for purposes other than those purposes expressed in this Agreement, in the
Agreement on use of Know-how or as otherwise agreed in writing between the Parties.
3.3 Amendments to the Scope of Services
3.3.1 Amendments to the level of Services (and the corresponding change in the Agreement Price, if
applicable) shall be documented by the Parties by signing an additional agreement hereto.
4. AGREEMENT PRICE
4.1 Fees
4.1.1 The fees for the Services are based on the actual time spent by the Service Provider's
employees to render the Services, as well as the level of qualifications of the employees
involved, unless another method for determining the fees for the Services has been agreed by
the Parties before commencement of the Services performance.
4.1.2 The fees for the Services shall be calculated on the basis of the Service Provider's personnel
daily or hourly rates indicated in Appendix No 1A hereto.
4.1.3 The estimated total contract value is defined in Appendix No 1A hereto.
4.2 Payment Method of the Agreement Price
4.2.1 Subject to what has been agreed in section 4.2 the terms of payment are defined in Appendix
No IB hereto.
4.2.2 The Service Provider shall send the Customer the Act simultaneously with the invoice
containing information on the scope, nature and cost of the Services provided. The Act, signed
by the Service Provider's authorized representative and affixed with the Service Provider's
seal, shall be provided to the Customer in the English language.
4.2.3 For the purposes of this Agreement, payment shall be deemed made when the funds are
withdrawn from the correspondent (intermediate) account of the bank servicing the
Customer.
4.2.4 In the event of refusal or delay of payments for more than thirty (30) calendar days by the
Customer, the Service Provider is entitled to suspend the fulfillment of its obligations under
this Agreement and it is entitled to claim default interest for overdue payments at the rate of
11% per annum, provided that this Section shall not apply where any invoice is subject to a
good faith dispute between the Parties.
4.3 Service Provider's Bank Account
4.3.1 All payments to the Service Provider under this Agreement shall be made to the following
account:
Account at Nordea Bank ASA Midelthuns gate 17, 0368 Oslo, Norway: International Banking
Account No IBAN N07860080447135, Swift code: NDEANOKK
4.3.2 or to any other account stated by the Service Provider in writing.
5. OBLIGATIONS OF THE PARTIES
5.1 Obligations of the Service Provider
5.1.1 As part of the due performance hereof, the Service Provider shall:
(a) Provide the Services with due care and in the scope and within the terms established
herein and in the appendices hereto.
(b) Provide the Customer with written reports on the Services rendered in the format
agreed by the Parties.
(c) Act reasonably, in good faith and in consideration of the Customer's interests, the
conditions hereof, and the requirements in the laws of the Russian Federation and
international standards when providing the Services.
(d) In the event of the divestment of business, assets, or subsidiaries of the Service
Provider, which may have effect on the rendering of Services under this Agreement,
the Service Provider shall take its best efforts to ensure that the acquirer shall
continue to provide the Services in accordance with this Agreement.
(e) Subject to Section OuinGKa! Mctomhmk coji/ikm He HaM^eH. hereof, during the term
of this Agreement, the Service Provider is not entitled to repudiate the Services
hereunder.
5.2 Obligations of the Customer
5.2.1 As part of the due performance hereof, the Customer shall:
(a) Accept the Services provided in the method and under the terms and conditions
defined herein.
(b) Pay for the Services provided in the method and within the terms set forth herein.
(c) In the event that the Service Provider requires additional documents and/or
information while providing the Services, the Customer shall, when possible, provide
these documents and/or information to the Service Provider after receiving a written
request which justifies the need to use the requested documents. In the event that
the Customer does not have the documents and/or information requested by the
Service Provider, the Customer shall provide all reasonable and necessary assistance
to receive these documents and/or information from third parties. Time spent by the
Parties gathering and using the documents stated in this section of the Agreement
shall not be added to the total period of work for the Service Provider under this
Agreement and shall not serve as grounds to amend the term for providing the
Services herein.
(d) The Service Provider is entitled to transfer information to contracted co-service
providers provided that confidentiality agreements have been concluded with them
on the non-disclosure of confidential information.
6. CONFIDENTIALITY
6.1 Each Party undertakes not to disclose to any third party and not to use, except for the
purposes of this Agreement, any information of confidential nature to the other Party such as
technical information and data, commercial information and know-how, price structures,
costs, administrative and operational information. Each Party shall take all steps to effectively
ensure the confidential nature of said information. The Parties shall permit access to, shall
disclose and shall distribute any material supplied to it hereunder by the other Party only to
such of its officers and employees as need to have access thereto for purposes of the
implementation of this Agreement, and shall commit to secrecy any such officer or employee
to whom the information is disclosed