AGREEMENT №

of paid translation services

_______________________________________, hereinafter referred to as “the Customer”, represented by __________________________________________, acting on the grounds of ______________ , as one party, and sole proprietor ______________________________________ , resident of Ukraine, holder of a passport of resident of Ukraine, series ___ , number _______ , issued by __________________ of Main Directorate of the Ministry of the Interior of Ukraine in Kharkiv region on ____________ , acting on the grounds of the Extract from the Unified State Register of Legal Entities and Sole Proprietors series ____ No. ___________ of _______________, under the number of entry into the Unified State Register of Legal Entities and Sole Proprietors __________________of _________, issued by Kharkiv district state administration of Kharkiv region, TIN ______________ , hereinafter referred to as “the Contractor”, as the other party, hereinafter jointly referred to as “the Parties”, have concluded this agreement on the following:

1. Subject of the Agreement

1.1. The Customer shall assign, and the Contractor shall agree to render services on performance of written translation from one language into another languages, as well as other services, as mutually agreed by the Parties (hereinafter referred to as “the Services”).

2. The order of rendering services and obligations of the Parties

2.1. Translation services shall be rendered by the Contractor after receipt of a request from the Customer by e-mail. The timing, cost and terms of performing the request shall be determined by the Customer and agreed with the Contractor.

2.2. Materials for translation shall be delivered by the Customer on magnetic carriers, or by electronic communication. On the Contractor’s request the Customer shall additionally provide reference materials (if available) such as a list of acronyms and abbreviations contained in the text with their expansion, as well as glossary of specific terms. Besides this, the Customer shall provide to the Contractor necessary consultations which can be needed in the course of performing the task.

2.3. The Contractor shall have the right to apply to the Customer with the purpose to receive a glossary containing a list of special terms, acronyms or abbreviations used in the incoming materials. The Contractor is obliged to use the provided term glossary in his work.

2.4. If a glossary or other reference-information materials are not provided, the Contractor shall base himself exclusively upon his own experience and knowledge, and at his own discretion shall use the translation of terms contained in universally available/specialized dictionaries. In absence of a glossary, the Contractor shall reserve the right to apply to the Customer to receive consultations on translation of special sector-specific terms, acronyms and abbreviations.

2.5. The Contractor is obliged to provide to the Customer a translation of good quality in electronic version within the time frames agreed with the Customer. In case of non-observance of the time established in the Order, the Customer shall have the right to deduct from payment a penalty for delay of performance of the Order, having specified this fact in the act of the works performed, but the amount of penalty cannot exceed 30% of the amount of the cost of translation.

2.6. Translation of good quality shall be understood as adequate translation of the text without distortion of sense, with observance of established terminology, and not containing grammar mistakes. Translation is made within the scope of language normative requirements. Translation must be terminologically correct, correspond to the sense of the initial text in the scope of micro- and macro context, must not contain spelling, grammar, stylistic mistakes and printing errors. Omission of paragraphs and lines is not allowed.

2.7 The Customer shall have the right to make well-grounded claims in respect of the quality of translation within 10 days after receipt of the translation from the Contractor; if a claim is received after the specified period of time, the Customer shall have the right not to consider this claim.

2.8. In case of receipt of well-grounded claims in respect of the quality of translation within the period of time specified in paragraph 2.6, the Contractor is obliged to eliminate all defects detected in the result of check, without additional payment, on condition they do not exceed the scope of the tasks specified in the Order. Other corrective actions shall be agreed by the parties.

2.9 The Customer shall have the right to make a well-grounded claim in respect of the quality of translation in case if the text contains distortions of sense, omissions, terminological inaccuracies and grammar mistakes. Claims in respect of terminological inaccuracies are not accepted if the Customer had not provided expansion of abbreviations, glossary of special terms, or had not conducted necessary consultations. Due to the fact that such notions as “beauty of style”, literary form of expression, “improvements” of the text of translation are not among exact and are not subject to unambiguous interpretation, claims on them shall not be accepted and shall not be considered, but can be only a subject of discussion for the following improvement at the discretion of the Customer.

2.10 All Customer’s claims in respect of the quality of translation must be well-grounded and reasonable, and made in the form of a separate file with expansion (.doc), name of the file “Claims on the order No. “___”_______ .

2.11 In case if the Customer’s claims are linguistically and grammatically correct, the Customer shall reserve the right to demand from the Contractor a compensation for the loss caused by bad quality of the Contractor’s work, by the way of deduction of penalty from the amount of payment for the Contractor’s services. The amount of penalty is calculated based on the volume of the task performed with bad quality and the cost of these services, but the amount of penalty cannot exceed 50% of the amount of the cost of the translation.

2.12. The Customer is obliged to accept and to pay to the Contractor for the services rendered, based on signed Acts of transfer and acceptance, invoice, the Register of orders performed, with the amount that shall correspond to the amount agreed by the Parties, not later than within 15 (fifteen) bank days from the moment of receipt from the Contractor of duly issued Acts of transfer and acceptance, and the invoice.

3. The order of acceptance and transfer of services rendered

3.1. The fact of services rendering by the Contractor and transfer of ready materials to the Customer on traditional carriers or by electronic means of communication shall be confirmed by the Parties (authorized representatives of the Parties) by the Deed of transfer and acceptance of services rendered – Appendix 1 to this agreement.

3.2. The Parties are obliged to sign the Deed of transfer and acceptance not later than 5 (five) business days from the moment of rendering of services under the Agreement. In case if this Deed is not signed from the Customer’s side within 5 (five) business days, the Deed of transfer and acceptance of services rendered shall be deemed signed. The Contractor, along with the Deed of transfer and acceptance of services rendered signed from his side, is obliged to provide to the Customer the invoice for payment – Appendix 2 to this agreement.

3.2. The invoice, the Deed of transfer and acceptance and the Register of orders performed (Appendix 3 to this agreement) shall be sent by the Contractor to the Customer by e-mail or transferred by fax communication or in any other way.

4. The cost of services and the procedure of settlement

4.1. The cost of the Contractor’s services determined based on the Register of orders performed (Appendix 3 to this agreement), is established in (agreement currency) for 1 standard page of text, and is specified in the Deeds of transfer and acceptance, which are signed by authorized representatives of the Parties.

4.2 The prices are negotiated, and they are established individually for each order.

4.3. Under this agreement, the unit of calculation is a standard page containing 1800 (One thousand eight hundred) characters with spaces according to Microsoft Word statistics. A standard page in software different from Microsoft Word is 250 (Two hundred fifty) words.

4.3. Payment for the services under this Agreement shall be made by transfer of monetary means to the Contractor’s current account, or in another way not prohibited by valid legislation of ________.

4.4. The Customer is obliged to pay for the Contractor’s services within 5 (five) business days after signing the Deed of transfer and acceptance.

4.5 In case if the Customer failed to pay for the Contractor’s services within the time specified in paragraph 4.4, a fine for each day of delay is charged in the amount of 1% of the sum of delayed payment.

5. Liability of the parties and the order of disputes consideration

5.1. In case of non-fulfilment or undue fulfilment of their obligations under this agreement, the faulty party shall bear responsibility in accordance with valid legislation of __________.

5.2. In case of early termination of the Agreement, the Parties are obliged to notify each other in advance, 15 (fifteen) days before the moment of such termination. The mentioned period of time is calculated from the day of receipt of notification about termination of the Agreement by the opposite party.

5.3. All disputes and disagreements that occurred in conclusion, fulfillment and amendment of this agreement, not settled by the way of negotiations, shall be passed for consideration to the Arbitration court of the city _______.

6. Force majeure circumstances

6.1. In case of occurrence of circumstances of irresistible force qualified as force majeure in international legislation (governmental orders, acts of nature etc.) and preventing fulfilment of the terms of this Agreement, the Parties shall not bear responsibility for non-fulfilment of the terms of the Agreement for all the time of existence of these circumstances.

7. Confidentiality

7.1. Confidential information shall be understood as any information provided documentarily or in verbal form, or which can be obtained by the way of observation or analysis of any kind of commercial, financial and other activity of the Customer, including, but not limited to, scientific, business and commercial data, know-how, formulas, processes, elaborations, sketches, photos, plans, drawings, technical specifications, samples of reports, models, lists of clients, price lists, investigations, obtained data, computer programs, inventions, ideas, as well as any other information.

7.2. The Contractor is obliged not to disclose confidential information to the third parties, except for cases when confidential information can be disclosed, with the Customer’s permit, in the process of work under the agreement concluded between the Customer and the Contractor. The Contractor limits disclosure of confidential information, providing access to it only to those Customer’s employees for whose activity knowledge of such information is necessary. The above mentioned employees can clearly understand that they are obliged to preserve confidentiality of information and to limit its use in the scope of this Agreement.

7.3. The Contractor recognizes that obligations on confidentiality preservation are applied in respect of confidential information passed to him by the Customer before, as well as after the date of conclusion of this Agreement.

7.4. Obligations on preservation of confidentiality shall be kept in force for 6 (six) months after termination of this Agreement.

7.5. Obligations on preservation of confidentiality of information set out in this Agreement are not applied to confidential information that:

- had been known to the Contractor before the Customer provided this information to him;

- is already part of the public domain;

7.6. Press statements, public and advertising announcements related to this Agreement can be made by one of the parties only on preliminary written approval of the other party.

7.7. In case if the above mentioned paragraphs do not include any necessary conditions or requirements of the Customer in respect of confidentiality, it is possible to sign an additional agreement on confidentiality.

8. Additional terms

8.1. In all other issues not stipulated by this Agreement the parties shall be guided by valid legislation of ________

8.2. The Agreement takes effect from the moment of its signing. The Agreement shall be valid during one year. In case if neither of the Parties notifies in written form about termination of this Agreement after its expiration, the Agreement shall be deemed prolonged for the same period.

8.3. This Agreement is made in two copies, one copy for each Party.

9. List of Appendices

The following are applied to the Agreement and form its integral part:

Appendix No.1 – Deed of transfer and acceptance.

Appendix No.2 – Invoice.

Appendix No.3 – Register of orders performed

10. Addresses, bank details and signatures of the Parties

CONFIDENTIALITY AGREEMENT

____________________________________________ represented by _________________________, acting on the grounds of ___________________, as one party, and _____________________, acting on the grounds of the certificate of state registration, as the other party, individually hereinafter referred to as “a Party”, or correspondingly “the Disclosing Party” and “the Accepting Party”, and jointly- “the Parties”, have concluded this Agreement on the following:

1. The Parties have agreed that the following is to be understood as a “Party”: all affiliated persons and subsidiaries, corporations and commercial organizations of each of the Parties, on condition that the Accepting Party has concluded with the persons specified in this paragraph a confidentiality agreement according to which these persons assume exactly the same obligations as the Accepting Party assumes in accordance with the terms of this Agreement.

2. The subject of this Agreement is mutual obligations of each of the Parties on non-disclosure of Confidential information exchange of which will be carried out between the Parties during this Agreement validity period, or Confidential information which the Disclosing Party will transfer or disclose to the Accepting Party.

3. For the purposes of this Agreement “Confidential information” should be understood as any information in verbal, written or electronic form which is transferred by the Disclosing Party to the Accepting Party, exclusively for its limited use by the Accepting Party, with the purpose determined by written and/or verbal agreements and arrangements of the Parties based on which they cooperate, and which has actual or potential commercial value due to the fact that it is unknown to an unlimited scope of third persons and to which there’s no free access on lawful grounds, and before transfer of which the Disclosing Party had notified the Accepting Party about confidential character of such information by placing a corresponding mark on the carrier of such information (for example, “Confidential”). In particular, such information includes data, technologies, inventions, discoveries, processes, formulations, useful models, equipment, algorithms, software, documents, specifications, information related to scientific and research activity and/or commercial secrets, etc.

Information covered by the action of normative documents determining the list of data representing bank and commercial secret, as well as information related to existing, planned or proposed for production products, marketing and commercial plans, forecasts, projects and analyses, any financial information, and information about clients of any of the Parties shall be also deemed confidential information.

The parties herewith also agree to consider confidential the information about the fact and results of negotiations between them on the matters of this Agreement conclusion, as well as the contracts being concluded on its basis

Any documents and their copies made using or based on original documents containing the Confidential Information, are also categorized as Confidential Information.

The Disclosing Party shall have the right to determine at its own discretion which information and materials can be provided to the other Party.

For the purposes of this Agreement, the terms the “Accepting Party” and the “Disclosing Party” are applied only to the Parties of this Agreement, as it was determined above.

4. The Accepting Party undertakes not to copy and not to use the Confidential Information for purposes not related to cooperation with the Disclosing Party, including for its own needs.

5. The Accepting Party undertakes to treat the Confidential Information strictly confidentially and to provide the same level of its protection as it applies in respect of its own Confidential Information, including:

5.1. to limit access to this information by minimally necessary scope of persons from the number of its employees to whom such information is necessary for performance of tasks set in the scope of cooperation with the Disclosing Party.

5.2. to provide for undertaking by persons admitted to work with the Confidential Information obligations on its non-disclosure similar to obligations stipulated by this Agreement.

5.3. not to disclose or in another way to provide the Confidential Information to any third party or person without receipt in written form of preliminary consent of the Disclosing Party, except for cases in which provision of such information is necessary for performance of tasks set in the scope of cooperation with the Disclosing Party, as well as in other cases stipulated by the legislation of Ukraine.

5.4. to carry out unconditionally any additional lawful requirements on the use of the Confidential Information which the Disclosing party will attach in written form in the moment of transfer of information.

5.4. to use the Confidential Information only for the purposes determined by the Disclosing Party.

6. For the purposes of this Agreement information shall not be deemed confidential, if such information:

6.1. is already known to the Accepting Party or accessible to an unlimited scope of persons at the moment of its disclosure to the Accepting Party;

6.2. had been known to the Accepting Party before the moment of disclosure from other sources than the Disclosing Party;

6.3. was provided to the Accepting Party by any other third party which, according to the information of the Accepting Party, does not violate any requirements on observance of confidentiality;

6.4. was received by the Accepting Party without use of the Confidential Information provided by the Disclosing Party.

7. The Party stating that there exist one or several terms specified above for its exemption from fulfilment of the terms of this Agreement, shall bear the burden of documentary proof of this circumstance.

8. This Agreement shall be regulated by the law of Ukraine. The fact of violation of the terms of this agreement can be established only in court.

9. The Accepting Party recognizes that violation of the terms of this Agreement committed in the results of its acts or omissions can cause a significant material damage to the other Party. In this case the Disclosing Party shall have the right for full compensation of the caused damage in the order stipulated by the legislation of Ukraine.

9.1. The Party guilty in violation of this Agreement, besides compensation of material loss, is obliged, on demand of the other Party, to pay to its benefit a penalty in the amount of 50000,00 hryvnias (fifty thousand UAH 00 kop.) for each such violation. The transfer (disclosure) of information in the scope of rendering of any services provided to the Disclosing party by the Accepting Party, including those related to preparation, submission and receipt of documentation in state and commercial organizations, as well as to employees of the Accepting Party for carrying out such measures can be the exception.

10. This Agreement is made in two copies in Ukrainian language, one copy for each of the Parties.

11. This Agreement shall take effect from the moment of its signing by the Parties and shall be valid during 25 (twenty five) years from the date of signing.

12. Obligations of the Parties on keeping the Confidential Information in secret shall be valid for 5 (five) years after its transfer to the Accepting Party, if another term is not stipulated in the mark on the term of validity of the disclosure prohibition which is made on the carrier of such information.

13. Each of the Parties guarantees that the transfer of personal data of physical persons to the other Party is carried out with observance of the requirements of the Law of Ukraine “On protection of personal data”.

14. Information which will be transferred by one Party to the other Party, according to the terms of this agreement, is the property of the Disclosing Party.

Details of the Parties: