the Client and the Contractor are collectively referred to as the “Parties” and each individually as the “Party”.
It is agreed as follows:
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Subject matter
1.1. Subject matter of Agreement
By signing this Agreement the Client instructs the Contractor, and the Contractor undertakes, to provide for a fee legal services and expert research services to the Client (the “Services”) on the terms and conditions set out in this Agreement.
Term of services provision: till 2 (two) calendar months
.
1.2. Scope of Services
This Agreement includes rendering of assistance Services on support and the successful execution of Client’s Projects. Services include:
a) Legal services which include: advising on legal, economic and commercial developments of the Clients activities; providing general advice regarding prevailing practices in the regions of Client’s activities; rendering verbal and written legal consultations; preparation and expertise of draft contracts and other legal documents; legal support of commercial and foreign economic activity of the Client; rendering other consultations upon the Client’s request and providing the Client with the information the Client is interested in; arranging for execution of the contracts (preparing documents, arranging for signature, delivery of documents to the Client); preparation of Company’s presentation as per Clients request; providing other consulting services as per Client’s request.
d) Expert research services which include: research in area of business of the Client, competitors, perspectives, offer and demand on relevant markets; identification and selection strategic partners for development of activities;
1.3 Remuneration for the Services:
a) In consideration of the Services to be rendered hereunder, the Client shall pay Contractor a Consultancy fee additionally agreed at Annexes to this Agreement agreements which are the integral part of the Agreement.
b) Disbursements connected with the fulfillment of the terms of present Agreement should be paid as specified in the Annexes to this Agreement and according the invoices, where the list of such disbursements should be indicated.
1.4 Form of provision of Services
The Services may be rendered verbally or in writing (including by facsimile or electronic mail).
1.5 Engagement of third parties
If necessary for the purpose of providing the Services, the Contractor shall be entitled to engage lawyers and other personnel of the correspondent firms to provide the Services.
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Total amount of Agreement
The total amount of the Agreement is the sum of all invoices issued under this Agreement.
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Payment for Services
The currency of payments under this Agreement shall be US dollars, but the Client has the right to pay in Euro at the exchange rate agreed in Additional agreements which are the integral part of the Agreement. The Client shall pay for the Services within five (5) business days after the receipt of the invoice of the Contractor via wire bank transfer to the bank account of the Contractor provided for in such invoice. The Contractor’s invoices may be paid by third parties.
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Force majeure
4.1. Force majeure
The Parties shall be relieved of liability for a full or partial failure to perform their respective obligations under this Agreement if such failure was a result of extraordinary circumstances, such as fires, floods, earthquakes, natural calamities, all of which are beyond the Parties’ reasonable control, and also hostilities, and military activities directly affecting performance under this Agreement; provided, however, that a Party relying on force majeure:
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has promptly after occurrence of such circumstances notified the other Party of them in writing ; and
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has used its best efforts to deal with or prevent the consequences of such force majeure circumstances and, if applicable, to resume performance of its obligations under this Agreement.
4.2. Right to terminate in case of continuing force majeure
If the force majeure circumstances continue for more than three (3) calendar months, then each of the Parties shall be entitled to refuse to further perform its obligations under this Agreement, in which case the mutual settlings will be conducted based on the fact of their performance and neither Party shall be entitled to compensation by the other Party of the potential losses.
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Term of Agreement
5.1. Term of Agreement
This Agreement shall take effect on the date of its signing by both Parties and shall continue in force until the Parties fully perform their obligations under this Agreement, but not later than until 31 December 2020.
5.2. Parties’ right to terminate
Any of the Parties shall be entitled to terminate this Agreement unilaterally without recourse to court by giving a written notice to the other Party not later than five (5) business days prior to the intended date of termination.
5.3. Consequences of termination of Agreement by Client
If the Client unilaterally terminates this Agreement pursuant to clause 5.2 (Parties’ right to terminate) of this Agreement, the Client shall within five (5) business days after such termination (1) pay to the Contractor for all Services provided prior to the date of such termination, including, but not limited to, Services, which were provided by the Contractor, but not delivered to the Client at the time of termination and (2) compensate all of the Contractor’s expenses actually incurred in association with such Services.
5.4. Consequences of termination of Agreement by Contractor
If the Contractor unilaterally terminates this Agreement pursuant to clause 5.2 (Parties’ right to terminate) of this Agreement, the Contractor shall within five (5) business days after such termination pay to the Client the amount of any advance payments for Services, which were not actually provided to the Client by the termination date.
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Confidentiality
All information relating to this Agreement and provided by the Parties to each other with respect to this Agreement shall be confidential. Confidential information shall not be disclosed to third parties during the effective term of this Agreement and for two (2) years after its termination, unless such information was disclosed: (1) with the consent of the other Party; or (2) to the governmental authorities in accordance with the requirements of applicable legislation. The requirements of this clause 6 (Confidentiality) shall not apply to information that:
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was available to the relevant Party on a non-confidential basis;
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was in lawful possession of the relevant Party before disclosure to it by the other Party;
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was in the public domain at the time of its receipt;
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subsequently comes into the public domain other than through the fault of either Party;
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is disclosed by the Party to its professional advisers, representatives and insurers where they require such information in order to reasonably provide their services to such Party; or
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Liability of Parties
7.1. Liability of Parties
In the event of breach of any provisions of this Agreement, the Parties shall be liable to each other in accordance with the applicable law.
7.2. No guarantee
Nothing contained in this Agreement or in any communications from the Contractor to the Client shall be construed as a promise or guarantee of the positive outcome of any matter or project of the Client or of its business success.
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Details of Parties
the Client and the Firm are collectively referred to as the “Parties” and each individually as the “Party”.
It is agreed as follows:
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Subject matter
1.1. Subject matter of Agreement
By signing this Agreement the Client instructs the Firm, and the Firm undertakes, to provide for a fee legal services and expert research services to the Client (the “Services”) on the terms and conditions set out in this Agreement.
Term of services provision: till 2 (two) calendar months
.
1.2. Scope of Services
This Agreement includes rendering of assistance Services on support and the successful execution of Client’s Projects. Services include:
a) Legal services which include: advising on legal, economic and commercial developments of the Clients activities; providing general advice regarding prevailing practices in the regions of Client’s activities; rendering verbal and written legal consultations; preparation and expertise of draft contracts and other legal documents; legal support of commercial and foreign economic activity of the Client; rendering other consultations upon the Client’s request and providing the Client with the information the Client is interested in; arranging for execution of the contracts (preparing documents, arranging for signature, delivery of documents to the Client); preparation of Company’s presentation as per Clients request; providing other consulting services as per Client’s request.
d) Expert research services which include: research in area of business of the Client, competitors, perspectives, offer and demand on relevant markets; identification and selection strategic partners for development of activities;
1.3 Remuneration for the Services:
a) In consideration of the Services to be rendered hereunder, the Client shall pay Contractor a Consultancy fee additionally agreed at Annexes to this Agreement agreements which are the integral part of the Agreement.
b) Disbursements connected with the fulfillment of the terms of present Agreement should be paid as specified in the Annexes to this Agreement and according the invoices, where the list of such disbursements should be indicated.
1.4 Form of provision of Services
The Services may be rendered verbally or in writing (including by facsimile or electronic mail).
1.5 Engagement of third parties
If necessary for the purpose of providing the Services, the Firm shall be entitled to engage lawyers and other personnel of the correspondent firms to provide the Services.
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Total amount of Agreement
The total amount of the Agreement is the sum of all invoices issued under this Agreement.
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Payment for Services
The currency of payments under this Agreement shall be US dollars, but the Client has the right to pay in Euro at the exchange rate agreed in Additional agreements which are the integral part of the Agreement. The Client shall pay for the Services within five (5) business days after the receipt of the invoice of the Firm via wire bank transfer to the bank account of the Firm provided for in such invoice. The Firm’s invoices may be paid by third parties.
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Force majeure
4.1. Force majeure
The Parties shall be relieved of liability for a full or partial failure to perform their respective obligations under this Agreement if such failure was a result of extraordinary circumstances, such as fires, floods, earthquakes, natural calamities, all of which are beyond the Parties’ reasonable control, and also hostilities, and military activities directly affecting performance under this Agreement; provided, however, that a Party relying on force majeure:
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-
-
has promptly after occurrence of such circumstances notified the other Party of them in writing ; and
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has used its best efforts to deal with or prevent the consequences of such force majeure circumstances and, if applicable, to resume performance of its obligations under this Agreement.
4.2. Right to terminate in case of continuing force majeure
If the force majeure circumstances continue for more than three (3) calendar months, then each of the Parties shall be entitled to refuse to further perform its obligations under this Agreement, in which case the mutual settlings will be conducted based on the fact of their performance and neither Party shall be entitled to compensation by the other Party of the potential losses.
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Term of Agreement
5.1. Term of Agreement
This Agreement shall take effect on the date of its signing by both Parties and shall continue in force until the Parties fully perform their obligations under this Agreement, but not later than until 31 December 2020.
5.2. Parties’ right to terminate
Any of the Parties shall be entitled to terminate this Agreement unilaterally without recourse to court by giving a written notice to the other Party not later than five (5) business days prior to the intended date of termination.
5.3. Consequences of termination of Agreement by Client
If the Client unilaterally terminates this Agreement pursuant to clause 5.2 (Parties’ right to terminate) of this Agreement, the Client shall within five (5) business days after such termination (1) pay to the Firm for all Services provided prior to the date of such termination, including, but not limited to, Services, which were provided by the Firm, but not delivered to the Client at the time of termination and (2) compensate all of the Firm’s expenses actually incurred in association with such Services.
5.4. Consequences of termination of Agreement by Firm
If the Firm unilaterally terminates this Agreement pursuant to clause 5.2 (Parties’ right to terminate) of this Agreement, the Firm shall within five (5) business days after such termination pay to the Client the amount of any advance payments for Services, which were not actually provided to the Client by the termination date.
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Confidentiality
All information relating to this Agreement and provided by the Parties to each other with respect to this Agreement shall be confidential. Confidential information shall not be disclosed to third parties during the effective term of this Agreement and for two (2) years after its termination, unless such information was disclosed: (1) with the consent of the other Party; or (2) to the governmental authorities in accordance with the requirements of applicable legislation. The requirements of this clause 6 (Confidentiality) shall not apply to information that:
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-
-
was available to the relevant Party on a non-confidential basis;
-
was in lawful possession of the relevant Party before disclosure to it by the other Party;
-
was in the public domain at the time of its receipt;
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subsequently comes into the public domain other than through the fault of either Party;
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is disclosed by the Party to its professional advisers, representatives and insurers where they require such information in order to reasonably provide their services to such Party; or
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Liability of Parties
7.1. Liability of Parties
In the event of breach of any provisions of this Agreement, the Parties shall be liable to each other in accordance with the applicable law.
7.2. No guarantee
Nothing contained in this Agreement or in any communications from the Firm to the Client shall be construed as a promise or guarantee of the positive outcome of any matter or project of the Client or of its business success.
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Details of Parties
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