Marketing agreement. Rags - Russian archive of state standards, as well as building codes and regulations (SNIP) and samples of legal documents

________________ "___"________ ___ _______________________________________, hereinafter referred to as "Customer", (full name or name) represented by ___________, acting on the basis of ___________, on the one hand, and __________________________________, hereinafter referred to as "Executor" ", (full name or name) represented by ___________, acting on the basis of __________, on the other hand, collectively also referred to as the "Parties", have entered into this Agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Contractor undertakes, on the instructions of the Customer, to provide services for the analysis of factors influencing the consumer behavior of potential buyers of goods (services, works) defined by the Customer in the Terms of Reference, to develop recommendations for maximizing and satisfying consumer demand for goods (works, services) specified by the Customer (hereinafter - “marketing services”), and the Customer undertakes to pay the Contractor remuneration and reimburse expenses in the amount, manner and terms established by this Agreement.

1.2. Marketing services include:

1) determination of product, geographical, product boundaries of the market, calculation of its real and potential capacity, periodic definition degree of market saturation by monitoring the media and the Internet;

2) analysis of factors influencing changes in the boundaries and capacity of the market;

3) market segmentation and determination of consumer types according to basic characteristics: age, gender, income, profession, social status, place of residence, objective need for the product offered, etc.;

4) study of the capacity of the Customer’s trade and distribution network and the networks of competitors serving each market, identifying their vulnerabilities;

6) search for potential buyers of goods (work, services) specified by the Customer;

7) providing assistance in drawing up an agreement (contract) for the supply of goods (performance of work, provision of services) taking into account the requirements of the law Russian Federation;

8) analysis of prices for goods (works, services) and/or their transportation, as well as recommendations for setting price levels.

1.3. If necessary, the Contractor, upon written instructions from the Customer, provides the following additional services:

1.3.1. Development of a marketing policy at the Customer’s enterprise based on an analysis of the consumer properties of manufactured products and forecasting consumer demand and market conditions.

1.3.2. Conducting research on the main factors shaping the dynamics of consumer demand for similar types of goods (work, services), identifying technical and other consumer qualities competing goods (works, services).

1.3.3. Participation in the preparation of promising and current plans production and sale of goods (works, services).

1.3.4. Collection and analysis of commercial and economic information, creation of a data bank on the marketing of goods (works, services) of the Customer (supply requests, production contracts, inventory availability, etc.).

1.3.6. Preparation of proposals for the formation of the corporate style of the Customer’s enterprise and corporate design of advertising products.

1.3.7. Participation, together with departments of the Customer’s enterprise, in the development of proposals and recommendations for changing the technical, economic and other characteristics of goods (works, services) in order to improve their consumer qualities and stimulate sales.

1.3.8. Preparation of proposals for technically sound planning and production of spare parts (by quantity and nomenclature).

1.3.9. Conducting office work within its competence, generating and sending/receiving correspondence and other information on electronic channels communications.

1.4. The Contractor provides services at its location.

If necessary, travel to other settlements all expenses of the Contractor are paid by the Customer based on:

Tickets: _________________________;

Accommodation (hotel): ________ rubles per day;

Meals: ________ rubles per day.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Contractor undertakes:

2.1.1. Provide the Customer with the services provided for in clause 1.2 of this Agreement and, if necessary, provided for in clause 1.3 of this Agreement.

2.1.2. Provide the Customer for review with a list of its employees who have special education and professional skills that will provide marketing services under this Agreement.

2.1.3. Do not transfer or show to third parties the Customer’s documentation in the possession of the Contractor.

2.1.4. Cooperate in the provision of services under this Agreement with other contractors of the Customer.

2.1.5. Provide the Customer with written reports on the progress of the provision of services under this Agreement in the manner and within the time limits established by this Agreement.

2.1.6. Provide the Customer with materials and conclusions in electronic form via network communication channels or on magnetic media, and, if necessary, printed materials and conclusions.

2.1.7. Provide, at the request of the Customer, explanations to interested parties, including government and judicial authorities, on the materials provided by the Contractor in accordance with this Agreement.

2.2. The customer undertakes:

2.2.1. (if necessary) Provide the Contractor with premises equipped with workstations, office equipment, and communications equipment.

2.2.2. Provide the Contractor with documentation and other materials necessary for the provision of services under this Agreement.

2.2.3. Pay for the Contractor's services in the manner, terms and conditions established by this Agreement.

2.2.4. Provide the Contractor with information and materials necessary for the Contractor to fulfill its obligations under this Agreement.

2.2.5. Sign in a timely manner Certificates of provision of services by the Contractor.

2.3. The performer has the right:

2.3.1. Receive from the Customer any information necessary to fulfill its obligations under this Agreement. In case of failure to provide or incomplete or incorrect provision of information by the Customer, the Contractor has the right to suspend the performance of its obligations under this Agreement until the necessary information is provided.

2.3.2. Receive remuneration for the provision of services under this Agreement.

2.3.3. The Contractor has the right to refuse to fulfill obligations under the contract only if the Customer is fully compensated for losses.

2.4. The customer has the right:

2.4.1. Require the provision of services by the Contractor in accordance with clauses 1.2 and 1.3 of this Agreement.

2.4.2. The Customer has the right to refuse to fulfill the contract, subject to payment to the Contractor for the expenses actually incurred by him.

2.5. The Parties undertake to keep confidential commercial, financial and other confidential information received from the other Party during the execution of this Agreement.

3. PROCEDURE FOR EXECUTION OF THE AGREEMENT

3.1. The Contractor provides the services provided for in clause 1.2 of this Agreement in the following order:

Stage 1 - from "___"________ ___ to "___"________ ___ includes: _____________________________________.

Stage 2 - from "___"________ ___ to "___"________ ___ includes: _____________________________________.

Stage 3 - from "___"________ ___ to "___"________ ___ includes: _____________________________________.

3.2. The Contractor submits to the Customer monthly (option: quarterly, at the end of each stage) written reports on the progress of the provision of services under this Agreement, on the basis of which the Parties draw up and sign a Certificate of Provision of Services.

3.3. The Service Provision Certificates signed by the Parties are confirmation of the provision of services by the Contractor to the Customer.

3.4. Reports are submitted by the Contractor by the ___ day of the month following the reporting period.

3.4.1. A report on the provision of services is drawn up and signed by the Parties within ___ (______) business days from the date of submission of the report, provided that the Customer does not have any claims to the services provided by the Contractor. If there are disagreements when drawing up and signing the Certificate of Provision of Services, the Parties agree on all the disagreements that have arisen, after which they sign the Certificate of Provision of Services.

3.5. If there is a need to provide additional services provided for in clause 1.3 of this Agreement, the Contractor undertakes to provide services within _____________________ from the date of receipt of the relevant written assignment from the Customer.

(Option: if there is a need to provide additional services provided for in clause 1.3 of this Agreement, the Parties agree on the procedure for their provision by concluding an additional agreement to this Agreement).

4. PAYMENT PROCEDURE

4.1. The cost of marketing services (Contractor's remuneration) is: ______ (______) rubles, including VAT ________ (______) rubles, and includes:

4.1.1. The cost of stage 1 is ______ (______) rubles, including VAT ______ (______) rubles.

4.1.2. The cost of stage 2 is ______ (______) rubles, including VAT ______ (______) rubles.

4.1.3. The cost of stage 3 is ______ (______) rubles, including VAT ______ (______) rubles.

4.2. The Contractor's reimbursable expenses for ____________________________ (types of expenses) amount to ______ (______) rubles, including VAT ______ (______) rubles.

4.3. Other expenses not specified in clause 4.2 of this Agreement will be reimbursed by the Contractor at the expense of his remuneration.

4.4. The remuneration is paid by the Customer by transferring it to the Contractor's bank account.

4.5. The date of payment of the remuneration is the day the funds are credited to the Contractor's current account.

4.6. The cost of additional services specified in clause 1.3 of this Agreement is ______ (______) rubles, including VAT ______ (______) rubles.

(Option: if there is a need to provide additional services provided for in clause 1.3 of this Agreement, the Parties agree on their cost, as well as the procedure and terms of payment, by concluding an additional agreement to this Agreement).

4.7. In case of impossibility of performance due to the fault of the Customer, services are subject to payment in full.

4.8. In the event that the impossibility of performance arose due to circumstances for which neither Party is responsible, the Customer shall reimburse the Contractor for the actual expenses incurred.

5. RESPONSIBILITY OF THE PARTIES

5.1. For failure to fulfill or improper fulfillment of their obligations under this Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

5.2. Neither Party will be liable for complete or partial failure to fulfill its obligations under this Agreement if such failure is a consequence of force majeure circumstances, such as fire, flood, earthquake, strikes and other natural disasters, war and hostilities or other circumstances that are beyond the control of the Parties, that impede the implementation of this Agreement and that arose after its conclusion.

If any of such circumstances directly affected the failure to fulfill the obligation within the period specified in the Agreement, then this period is proportionately extended for the duration of the relevant circumstance.

5.3. The Party for which it has become impossible to fulfill its obligations under the Agreement is obliged, no later than ____ days from the moment of their occurrence and termination, to notify the other Party in writing of the occurrence, expected duration and termination of the above circumstances.

6. PROCEDURE FOR CONSIDERATION OF DISPUTES

6.1. All disputes and disagreements under this Agreement that may arise between the Parties will be resolved through negotiations.

6.2. If it is impossible to resolve controversial issues during negotiations, disputes are subject to consideration in Arbitration Court G. ______________.

7. TERM OF THE AGREEMENT

7.1. The validity period of this Agreement is from "___"_______ ___ to "___"_______ ___.

7.2. This Agreement may be terminated by mutual agreement of the Parties.

7.3. If neither Party declares its desire to terminate this Agreement _____ (_______) days before the end of its validity period, this Agreement is considered extended for the next _________________ (specify period) on the same terms.

7.4. All changes and additions to this Agreement are considered valid provided that they are made in writing and signed by authorized representatives of both Parties.

8. OTHER TERMS

8.1. All additional agreements of the Parties, Acts and other Appendices to this Agreement, signed by the Parties when executing this Agreement, are an integral part of it.

8.2. This Agreement is drawn up in two copies having equal legal force, one for each Party.

9. ADDRESSES AND DETAILS OF THE PARTIES

Customer: ________________________________________________________________

_________________________________________________________________________

Performer: ____________________________________________________________

_________________________________________________________________________

SIGNATURES OF THE PARTIES:

Customer: Contractor: __________________________ _________________________ M.P. M.P.

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Are marketing services subject to VAT? Let's look at this issue in more detail. Marketing expenses are always of interest to tax authorities. The taxpayer has to prove the validity of such expenses tax authorities, and also confirm them with documents.

What is marketing?

Marketing (from the English “market”, that is, “market”) is an economic term that is not defined either in tax, civil, or accounting legislation. This means that for legal regulation This concept in each case requires an analysis of the content embedded in it.

Marketing in the classical sense is entrepreneurial activity, managing the promotion of various services and goods to consumers from the manufacturer.

Most often, this concept refers to activities aimed at studying the state of the market in this moment, identifying its trends for further change, which allows us to develop the most optimal business strategy. Do you always need to pay VAT on marketing services?

Legal nature of the agreement

Relations based on an agreement for the provision of marketing services are regulated by the norms of Chapter 39 of the Civil Code of the Russian Federation “Paid provision of services”. This agreement is bilateral in nature. The parties to the contract are the customer and the contractor. Both individuals and legal entities can be parties to the contract in cases where otherwise is not provided for at the legislative level or does not follow from the specifics of the service.

The obligation of the performer under a marketing services agreement is to perform certain actions based on terms of reference the customer, and he, in turn, must pay for the results completed works.

When is the contract considered concluded?

An agreement will be concluded when it lists specific actions that the contractor undertakes to perform, or specifies certain activities. We will consider the cost of marketing services below.

When such services are provided, that is, certain actions are performed that are provided for in the contract, there is no tangible result.

But if civil law does not require recording the result when providing marketing services, since this is not part of the list of terms of the agreement for the provision of services (or it is necessary to conclude a contract agreement otherwise), from the point of view of tax law, it is required to provide a document that fixes them rendering. Marketing services are subject to VAT.

Types of marketing services

In the All-Russian Classifier of Species economic activity There are no terms such as “marketing research” and “provision of marketing services”. Instead, the concepts of “activities to identify public opinion” and “market research” are used. Under market research it is possible to carry out such procedures as:

determining the nature and size of the market;
analysis of factors that influence market development;
determining the level of market saturation, etc.;
calculation of potential and actual market capacity;
establishing the specifics of the analysis of the regional and product market;
market segmentation and identification of consumer types according to their main characteristics, such as gender, age, profession, income level, social status, objective need for a particular product, place of residence, etc.;
analysis of external incentives influencing market development;
the presence of wholesale and retail trade enterprises, as well as the provision of auxiliary and warehouse trade premises, etc.;
study of the strength of the commodity supply (trade and distribution) network that serves a given market.

It is worth noting that the documents of the Russian State Statistics Committee use the term “marketing research”.

What is the VAT rate for marketing services?

According to Art. 164 of the Tax Code of the Russian Federation, throughout the country a VAT rate of 18% is established for services. There are, however, exceptions to this rule. We'll talk about them below.

Tax accounting

In accordance with Art. 252 clause 1 of the Tax Code of the Russian Federation, any documents that confirm expenses must be drawn up in accordance with the legislative norms of the Russian Federation (tax, accounting, civil, etc.).

It must be remembered that the recognition of transactions in accounting, depending on their economic content, may not necessarily coincide with the recognition of the same transactions in tax accounting, since for the latter both the economic content and legal form.

Thus, the legal form of a transaction in tax accounting is necessarily related to its economic content, and only on the basis of an integrated assessment will a decision be made on the use of one or another option. In this regard, the tax consequences of agreements for the provision of marketing services are determined directly by the way the transaction is formalized.

In Art. 264 subclause 27 of the Tax Code of the Russian Federation provides that the costs of ongoing research (study) of market conditions, collection various information, which is directly caused by the sale and production of goods, services, works, are taken into account as other expenses associated with the sale and/or production, if the requirement of Art. 252 clause 1 of this Code. Individual entrepreneurs also provide marketing services. They are payers of value added tax, but only on the basic level.

The above-mentioned norm of the code shows that the Tax Code of the Russian Federation does not use such terms as “marketing research” and “marketing services”. Art. 11 clause 1 of the Tax Code of the Russian Federation also emphasizes that the terms, concepts and institutions of the family, civil and other legislative branches of the Russian Federation, which are used in this code, function in the meaning in which they are applied in these branches of legislation, unless otherwise provided for in the Tax Code of the Russian Federation .

What type of contract should I choose?

In this regard, it is recommended to designate in this case the type of contract not as an agreement for the provision of marketing services, but as an agreement for the provision of services for the current research (study) of market conditions. VAT is charged on marketing services in any case.

In such an agreement, the maximum detail of the subject of this agreement is necessary and its formulation in such a way that the terminology functioning in the text corresponds verbatim to the defined norms of the Tax Code of the Russian Federation. How are marketing services subject to VAT?

In tax accounting, the recognition of expenses for ongoing research (study) of market conditions, collection of information directly related to the sale and production of services, works and goods does not directly depend on the presence in the structure of the institution of relevant services (marketing department) or officials who perform the relevant functional responsibilities.

However, it must be taken into account that when duplicating the functions of your own marketing department, as well as the activities of a third party who works with this organization on the basis of a contract, the principle of rationality is not observed. This means that if employees do not have a marketing department (or other department) job responsibilities, which involves researching market conditions, as well as collecting the necessary information directly related to the sale and production of services, works and goods performed by a third-party organization, you can pay for its services with costs included in the cost of sales for the purpose of calculating income tax.

So, the costs of ongoing research (study) of market conditions, as well as the collection of information that is directly related to the sale and production of services, works and goods, if they are related to the current activities of the organization, reduce the taxable profit of a given tax reporting period. They relate to expenses of an indirect nature, and they are written off in full to reduce the tax base in the tax reporting period in which they were located.

VAT on marketing services to non-residents

If a resident transfers money to a non-resident for services provided, and the place of sale of the services provided is the territory of the Russian Federation, then the resident is obliged to pay VAT to the country’s budget simultaneously with the payment.

The procedure by which the place of sale of services is determined is established by the Tax Code of the Russian Federation. Confirmation of the transaction is the contract and act certifying the fact of provision of the service. And although the VAT payer is a foreign legal entity, the tax base is determined by the tax agent, who is considered a resident. That is, a Russian organization has an obligation to calculate, withhold and pay tax in the appropriate amount.

The VAT amount must be transferred to the budget simultaneously with the payment to the foreign partner. The control over the implementation of VAT payments should be carried out by the bank's currency control. An order from a tax agent to transfer funds in favor of a non-resident for services under an agreement will not be accepted if tax agent The tax order was also not submitted to the bank. Are such services always subject to VAT?

However, Russia is not always the place where services are sold. It is in this case that the resident has no obligation to pay VAT to the budget of the Russian Federation, but at the same time he needs to provide an explanatory letter to the bank’s currency control.

Cost of marketing services

The cost of such services is calculated for each customer individually and consists of the corresponding list of services. Most often, the entire scope of work consists of a number of components, assessed based on the following factors:

cost of the consultant's time;
estimated prices and terms for certain types of work;
the cost of work of persons who are hired additionally if necessary.

Specific numbers

For example, quantitative customer research can be carried out for about two or two and a half months and have a cost ranging from 5,000 to 15,000 USD. e., which is determined by the selected configuration - the volume of the questionnaire (from twenty to one hundred questions), the number of samples (from 30 to 1500 subjects), the complexity of processing, etc. An internal marketing audit can be carried out with less effort in one or two months and cost from two to five thousand. Of course, the final figures will depend on the volume and list of work.

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AGREEMENT for the provision of marketing services No.

in a person acting on the basis, hereinafter referred to as " Customer", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Executor", on the other hand, hereinafter referred to as " Parties", have entered into this agreement, hereinafter referred to as the "Agreement", as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Contractor undertakes to provide the Customer with services and/or perform work for the Customer aimed at advertising the Customer’s services (works) and/or goods, as well as a range of services and/or work in the field of corporate and public communications in the manner and on the terms provided for in the Agreement, and The Customer undertakes to accept the services provided and/or the results of the work performed and pay for the services and/or work of the Contractor in the manner and on the terms provided for in the Agreement. A specific list of services and/or work provided and performed by the Contractor to the Customer under the Agreement is agreed upon by the Parties in the manner prescribed by the Agreement.

1.2. Services are provided and/or work under the Agreement is performed by the Contractor for the Customer as necessary on the basis of the Appendices concluded by the Parties to the Agreement, which are an additional agreement to the Agreement and its integral part. In the Appendices, the Parties agree on the list, volume, cost, terms, procedure, as well as other conditions for the provision of services and/or performance of work. The Parties hereby establish that each separate Appendix for the provision of services by the Contractor and/or performance of work by the Contractor for the Customer, concluded by the Parties to the Agreement, is a separate transaction, the conclusion and execution of which is governed by the terms and conditions of the relevant Appendix, and the terms and conditions of the Agreement.

2. PROCEDURE FOR EXECUTION OF THE AGREEMENT

2.1. The Contractor is notified by the Customer of the need to provide services and/or perform work under the Contract.

2.2. Within no more than business days from the date of receipt of the Customer’s notice, the Contractor draws up an Appendix to the Agreement and/or agrees on it with the Customer. In the process of approving the Appendix, the Parties have the right to make changes and additions to it.

2.3. The Annex to the Agreement is considered agreed upon by the Parties from the date of signing of the Annex by duly authorized representatives of the Parties. From the date of signing the Appendix to the Agreement, the type, list, volume, cost, terms, procedure for the provision of services and/or performance of work under the Appendix are considered agreed upon, and the Appendix is subject to execution by the Parties in accordance with the terms agreed upon therein. The signed Annex may be amended by the Parties by signing an additional agreement to the Annex by the Parties.

2.4. During the approval process, the Appendix and the documents attached to it may be sent by the Parties to each other, both in writing and by electronic or fax.

2.5. In order to fulfill the Agreement, each Party appoints its representative responsible for the implementation of the Agreement. Any Party may replace its representative during the execution of the Agreement. In the event of such a replacement, the Party replacing its representative must notify the other Party in writing of such replacement business days before the date of replacement. The replacement comes into force on the date the Party receives the relevant notification. Notification of the replacement of the representative must be sent by post, telegraph, teletype, electronic, facsimile or other communication that makes it possible to reliably establish that the document comes from the Party under the Agreement.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Contractor undertakes:

3.1.1. Provide services to the Customer and perform work for the Customer in strict accordance with the terms of the Agreement and its Appendices, with due professional skills and integrity.

3.1.2. Provide the Customer with the results of the work performed within the timeframe agreed upon by the Parties. Upon completion of the provision of services and/or performance of work, provide the Customer with Acceptance Certificates for approval and signing.

3.1.3. Timely and fully inform the Customer about all circumstances that impede or make it impossible to provide services and/or perform work under the Agreement and the Appendices to the Agreement.

3.1.4. Do not disclose confidential information and information constituting a trade secret of the Customer, which may be disclosed by the Customer to the Contractor in connection with the execution of the Agreement.

3.1.5. If, during the provision of services and/or performance of work under the relevant Appendix to the Agreement, the Contractor needs to provide information materials and documents subject to approval by the Customer for approval by the Customer, then the Contractor shall provide them for approval to the Customer in the manner and within the time limits agreed upon and specified. by the Parties in the relevant Appendix to the Agreement.

3.2. The performer has the right:

3.2.1. If the relevant Appendix to the Agreement by the Parties agrees and specifies the Customer’s obligation to transfer an advance payment to the Contractor before the date of commencement of the provision of services and/or performance of work, the Contractor has the right, without imposing penalties on him, not to begin providing services and/or performance of work under the Appendix, until the date of transfer by the Customer to the Contractor of the advance payment in the amount specified in the relevant Appendix. The deadlines for the provision of services and/or performance of work under the relevant Appendix are postponed in proportion to the time of delay in payment of the advance on the part of the Customer.

3.2.2. The Contractor has the right, without imposing penalties on him, not to begin providing services and/or performing work under the Application or to suspend the provision of services and/or performing work under the Application, which was accepted by the Contractor for execution, in the event of a delay by the Customer in paying for the services and/or work of the Contractor according to the previous Appendix until the date of payment by the Customer for the specified services and/or works of the Contractor. The deadlines for the provision of services and/or performance of work under the Application are postponed in proportion to the time of delay in payment of services and/or work to the Contractor on the part of the Customer.

3.2.3. If the relevant Appendix to the Agreement by the Parties agrees and specifies the Customer’s obligation to provide the Contractor with information, documents and materials necessary for the Contractor to provide services and/or perform work, the Contractor has the right, without imposing penalties on him, not to begin providing services and/or performing work on the relevant Appendix before the date of provision by the Customer necessary documents, information and materials. The deadlines for the provision of services and/or performance of work by the Contractor are postponed in proportion to the time of delay in the provision of materials, information and documents on the part of the Customer.

3.2.4. The Contractor has the right to engage third parties to provide services and/or perform work under the Agreement, while remaining responsible to the Customer for the results of providing services and/or performing work.

3.3. The customer undertakes:

3.3.1. Provide the Contractor with explanations regarding the provision of services and/or performance of work under the Agreement and Appendices.

3.3.2. Upon completion of the provision of services and/or performance of work, accept or accept a reasoned refusal from the Contractor for the services provided and/or the results of the work performed according to the Acceptance Certificates.

3.3.3. Pay for the services and/or work of the Contractor in the manner and on the terms provided for in the Agreement and the Appendices to the Agreement.

3.3.4. Provide to the Contractor starting materials and information necessary for the Contractor to provide services and/or perform work in the manner, terms and conditions agreed upon and specified by the Parties in the relevant Appendices to the Agreement.

3.3.5. Review, comment, coordinate and approve materials and documents prepared and provided by the Contractor to the Customer for approval and approval, in the manner, terms and conditions agreed upon and specified by the Parties in the relevant Appendices to the Agreement. The Parties may coordinate and approve these materials and documents via electronic and fax communications.

3.3.6. Do not disclose confidential information and information constituting a trade secret of the Contractor, which may be disclosed by the Contractor to the Customer in connection with the execution of the Agreement.

3.3.7. Timely and fully inform the Contractor about all circumstances that impede or make it impossible to provide services and/or perform work under the Agreement and the Appendices to the Agreement.

3.4. The customer has the right:

3.4.1. Check the progress and quality of provision of services and/or performance of work without interfering with the professional activities of the Contractor.

3.4.2. Require the Contractor to provide information on the progress of the provision of services and/or performance of work provided and/or performed by the Contractor.

4. COST OF SERVICES AND/OR WORK. PAYMENT ORDER

4.1. The total cost of the Contractor's services and/or work under the Agreement is determined by adding the cost of the Contractor's services and/or work for all Appendices concluded by the Parties to the Agreement. The cost of the Contractor's services and/or work provided and/or performed by the Contractor for the Customer on the basis of the Appendix agreed and signed to the Agreement is determined and indicated by the Parties in the Appendix to the Agreement.

4.2. Payment for the Contractor's services and/or work is carried out separately for each Application in rubles by bank transfer of funds to the Contractor's bank account. The Contractor's services and/or work are paid by the Customer, taking into account value added tax, which is subject to accrual on the cost of the Contractor's services and/or work in the amount provided for by the current legislation of the Russian Federation.

4.3. The procedure for payment for the Contractor's services and/or work under the relevant Appendix to the Agreement is agreed upon and indicated by the Parties in the relevant Appendix to the Agreement.

4.4. The Customer bears bank expenses related to payments under the Agreement in the Customer's bank; bank expenses related to payments under the Agreement in the Contractor's bank are carried out at the expense of the Contractor.

4.5. The date of payment is the date of receipt of funds to the Contractor's bank account.

5. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES AND WORK

5.1. Upon completion of the provision of services and/or performance of work in accordance with the relevant Appendix, the Parties sign the Acceptance Certificate within the time limits agreed upon and specified by the Parties in the relevant Appendix to the Agreement.

5.2. The Customer undertakes to review the Acceptance Certificate within working days from the date of its submission by the Contractor, and if there are no objections to the services provided and/or the results of the work performed, sign the Acceptance Certificate and hand over one signed copy to the Contractor, and if there are any objections, in written motivated form notify the Contractor of any objections and agree with the Contractor on the timing and procedure for eliminating justified shortcomings and deficiencies in the services provided and/or the results of the work performed and the procedure for resolving the Customer's claims. In this case, the Parties draw up a bilateral act with a list of necessary improvements and deadlines for their implementation and/or containing a procedure for resolving the Customer’s claims. If, after working days from the date of receipt of the Acceptance Certificate from the Contractor, the Customer has not signed it and has not notified the Contractor of any objections to the services provided and/or the results of the work performed, the services provided by the Contractor and/or the results of the work performed by the Contractor are considered unconditionally accepted by the Customer without comments, and the Acceptance Certificate signed by the Customer without objections. One copy of the signed Acceptance Certificate is subject to unconditional transfer to the Contractor.

6. TERM OF THE AGREEMENT

6.1. The Agreement comes into force on the date of its signing by duly authorized representatives of the Parties.

6.2. The contract was concluded for a period of one year. The Agreement is automatically extended for a similar period of validity on similar conditions if neither Party, days before the expiration date of the Agreement, notifies the other Party of its reluctance to renew the Agreement.

6.3. The Annexes to the Agreement come into force from the date of their signing by duly authorized representatives of the Parties and are valid until the date of full fulfillment by the Parties of their obligations arising from the Agreement.

6.4. The Customer has the right to terminate the Agreement in unilaterally without going to court, notifying the Contractor days before the date of termination of the Contract, provided that on the date of termination of the Contract, the services provided by the Contractor and/or the work performed by the Contractor were fully paid for by the Customer.

6.5. The Contractor has the right to unilaterally, without going to court and without imposing penalties on him, terminate the Agreement by notifying the Customer days before the date of termination of the Agreement, provided that on the date of termination of the Agreement the Contractor does not provide services to the Customer and/or does not perform work under the Application to the Agreement.

6.6. After termination of the Agreement for any reason, neither Party will no longer be bound to the other Party by any additional obligations, with the exception of obligations arising from the Agreement and not fulfilled by the Parties before the date of termination of the Agreement. Regarding unfulfilled obligations, the Agreement will be valid until the date of their full fulfillment.

7. COPYRIGHT AND INTELLECTUAL PROPERTY

7.1. The Parties agree that neither the fact of conclusion of the Agreement by the Parties, nor the fact of disclosure by the Customer to the Contractor of confidential information and/or information constituting a trade secret will mean or imply the transfer by the Customer to the Contractor of any rights to the objects intellectual property the Customer or confidential information and/or information constituting a trade secret of the Customer. The above means, among other things, that the Contractor will not have the right to use or include in advertising materials, as well as allow other persons to use the Customer’s trademarks and trade names without the prior written consent of the latter.

7.2. The Parties agree that neither the fact of conclusion of the Agreement by the Parties, nor the fact of disclosure by the Contractor to the Customer of confidential information and/or information constituting a trade secret, will mean or imply the transfer by the Contractor to the Customer of any rights to the Contractor’s intellectual property or to confidential information and/or information , constituting a trade secret of the Contractor. The above also means that the Customer will not have the right to use or include in advertising materials, as well as allow other persons to use the Contractor’s trademarks and trade names without the latter’s prior written consent.

7.3. The Parties also guarantee each other that if, during the execution of the Agreement and the Appendices to the Agreement, any of the Parties needs to use the corporate style of the other Party or its individual elements, then the Parties will preliminarily agree on such use, including methods of use.

7.4. Unless otherwise provided by the relevant Appendices to the Agreement, then:

7.4.1. The Parties hereby acknowledge that if the Contractor creates results during the provision of services and/or performance of work under the relevant Appendix to the Agreement creative activity(results of intellectual activity) regardless of the method of their expression (scripts, creative and design developments, logos, slogans, elements of corporate identity, plans, drawings, sketches, layouts, drawings, etc.), which can be recognized as objects of intellectual property and objects of copyright, in accordance with the current legislation of the Russian Federation, hereinafter referred to as “Works”, then the exclusive rights to the Works created by the Contractor in the course of providing services/performing work under the relevant Appendix to the Agreement belong to the Contractor.

7.4.2. The Contractor transfers to the Customer in full the exclusive rights to the Works created by the Contractor during the provision of services and/or performance of work under the relevant Appendix to the Agreement from the date of signing the Acceptance Certificate - Transfer of exclusive rights to the Works (hereinafter referred to as the Transfer and Acceptance Certificate) provided full payment for the services and/or work of the Contractor, during the provision and/or performance of which these Works were created by the Contractor. In the event that the Contractor transfers to the Customer exclusive rights to the Works created by the Contractor during the provision of services and/or performance of work under the relevant Appendix to the Agreement, on the basis of the Acceptance and Transfer Certificate, the specified rights to the Works are transferred in accordance with Art. 1234 of the Civil Code of the Russian Federation as amended, valid at the time of signing the Transfer and Acceptance Certificate.

7.4.3. Exclusive rights to the Works created by the Contractor in the course of providing services and/or performing work under the relevant Appendix to the Agreement are transferred for the entire period of protection in accordance with the legislation of the Russian Federation to the territory of the whole world without limiting the number of copies of reproduction.

7.4.4. The Customer has the right to transfer exclusive rights to the Works that are transferred to him in accordance with the Agreement to any third parties.

7.4.5. The Parties agree that the Contractor's remuneration for the transfer of exclusive rights to the Works is included in the cost of services and/or work provided and/or performed by the Contractor to the Customer under the relevant Appendix to the Agreement, during the provision and/or performance of which the specified Works were created by the Contractor.

7.4.6. The Contractor guarantees to the Customer that all Works, the exclusive rights to which are transferred to the Customer, are not subject to any rights of third parties that could prevent the Customer from using the Works.

7.4.7. The Contractor has the right to use (mention) the Works, the exclusive rights to which were transferred to the Customer, for the purpose of advertising its activities.

7.4.8. Works created by the Contractor during the provision of services and/or performance of work under the relevant Appendix to the Agreement, which were not finally accepted (approved) by the Customer and/or the exclusive rights to which were not transferred by the Contractor to the Customer under the Transfer and Acceptance Certificate, remain the property of the Contractor and cannot be used by the Customer for any purpose, cannot be modified or edited by the Customer, disclosed or disclosed, made public or made available to any person, firm or corporation without the prior consent of the Contractor and without payment to the Contractor of additional remuneration.

7.5. In the relevant Appendices to the Agreement, the Parties have the right to agree and indicate additions or restrictions on the methods, terms, scope of exclusive rights to the Works, the territory of use of the Works, as well as the conditions for paying remuneration to the Contractor for the transfer of exclusive rights to the Works, in comparison with what is provided for in clause 7.4 of the Agreement.

8. PRIVACY CONDITION

8.1. The Parties hereby acknowledge that a certain part of the information that is transferred by the Parties to each other to provide services and/or perform work under the Agreement is confidential information and/or information constituting a trade secret of the Parties.

8.2. The Parties undertake not to disclose information that has become known to them as a result of the execution of the Agreement, which is confidential and/or constitutes a trade secret of the Parties. By “Trade secret” the Parties will mean scientific, technical, technological, production, financial, economic or other information recorded on a tangible medium ( including the component of production secrets (know-how)), which has actual or potential commercial value due to its unknownness to third parties, to which there is no free access legally to third parties and in respect of which the Party, as the owner of such information, has introduced a commercial regime secrets. Information constituting a trade secret is transferred by the Parties to each other only with the indication “Trade secret”. “Confidential Information” means any, without limitation, financial, technical, operational and any other information belonging to the disclosing Party about its subsidiaries, services, works, goods, clients, intellectual property, potential clients etc., with the exception of information that cannot be confidential by law, communicated orally or shown visually with an indication of its confidentiality and/or transmitted on media by the disclosing Party to the receiving Party with the indication: “Confidential”.

8.3. The Parties undertake not to disclose confidential information and/or information constituting a trade secret of the Parties that has become known to them, both during the term of the Agreement and for years from the date of expiration of the Agreement.

8.4. For the disclosure of confidential information and information constituting a trade secret, the Parties will bear responsibility under the current legislation of the Russian Federation.

8.5. Subject to the requirements of clause 8.1. – 8.4. of this section of the Agreement, no Party that has disclosed to third parties confidential information and/or information constituting a trade secret belonging to the other Party shall be held liable for the disclosure of said confidential information and/or information constituting a trade secret in the following cases:

if such confidential information and/or information constituting a trade secret was known to the disclosing Party from other sources before the entry into force of the Agreement;
if the disclosure of confidential information and/or information constituting a trade secret occurred with the knowledge of the other Party - the owner of the said confidential information and/or information constituting a trade secret;
if the disclosure of confidential information and/or information constituting a trade secret occurred in accordance with an act of a competent government agency or court that entered into legal force;
if the confidential information and/or information constituting a trade secret was received by the disclosing Party from a third party, provided that such source is not bound by a confidentiality agreement regarding such confidential information and/or information constituting a trade secret or is otherwise not said confidential information and/or trade secret information is prohibited from being disclosed to the disclosing Party in connection with a contractual, legal or fiduciary obligation, and said source obtained such confidential information and/or trade secret information through lawful means.

9. RESPONSIBILITY OF THE PARTIES

9.1. For failure to fulfill or improper fulfillment of their duties and obligations under the Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

9.2. If it is impossible to execute the relevant Application due to the fault of the Customer, as well as in the event of the Customer’s unilateral refusal to execute the relevant Application and provide services and/or perform work, the Customer undertakes to pay the Contractor for the services actually rendered and/or work performed, as well as reimburse the Contractor for actual expenses, incurred by the Contractor in order to implement the relevant Application and provide services and/or perform work on the basis of primary documents confirming the expenses incurred. In this case, the services and/or work of the Contractor must be paid, and the actual expenses of the Contractor must be reimbursed by the Customer within banking days from the date the Contractor issues an invoice for payment in the amount indicated in the invoice. Actual expenses incurred mean cash, transferred (paid) by the Contractor to third parties in the amount of services actually rendered, engaged by the Contractor to provide services/perform work, penalties (fines) and deductions paid by the Contractor to the specified persons, in pursuance of the Agreement and its Appendices, as well as other expenses incurred by the Contractor in pursuance of the Agreement and its Annexes.

9.3. For late payment for the Contractor's services and/or work in accordance with the relevant Appendix, the Contractor has the right to require the Customer to pay a penalty in the amount of % of the overdue amount payable for each day of delay, but not more than % of the total cost of the Contractor's services and/or work in accordance with the relevant Application.

9.4. For delays in the provision of services and/or work in accordance with the relevant Appendix, the Customer has the right to demand from the Contractor payment of a penalty in the amount of % of the cost of the services and/or work of the Contractor, the terms of provision and/or completion of which were overdue by the Contractor, for each day of delay, but no more % of the total cost of the Contractor’s services and/or work under the relevant Appendix. The Contractor is not responsible for delays in the provision of services and/or performance of work if the delay on the part of the Contractor arose through the fault of the Customer.

9.5. The obligation to pay penalties arises from the date the guilty Party receives the request of the injured Party for the accrual and payment of penalties.

9.6. Payment of the penalty does not relieve the Party from fulfilling its obligations.

9.7. The Contractor is not responsible for the quality, adequacy and reliability of information, documents and materials provided by the Customer for the purpose of the Contractor providing services and/or performing work under the relevant Appendix to the Agreement.

10. SPECIAL PROVISIONS

10.1. If, under the Agreement, the Contractor provides services to the Customer and/or performs work for the Customer aimed at advertising the Customer’s services (works) and/or goods, then the Parties hereby establish the following conditions for the provision of such services and/or performance of such work, if the relevant Appendices to The agreement does not provide otherwise:

10.1.1. The Contractor is not responsible for the actual quality of the advertised goods, works and services of the Customer.

10.1.2. If the Customer’s activities are subject to licensing or if the Customer’s advertised goods/services/works are subject to mandatory certification, the Customer is obliged to provide the Contractor with the appropriate licenses, certificates of conformity or their certified copies. The license number, as well as the name of the authority that issued the license, must be placed in advertising materials in accordance with the requirements of the current legislation of the Russian Federation regarding advertising of such goods/services/works. Failure by the Customer to provide certified copies of the relevant licenses/certificates gives the Contractor the right to suspend the provision of services and/or performance of work on the Application until the date the Customer provides the specified documents to the Contractor.

10.1.3. The Contractor is not responsible for violation of the current legislation of the Russian Federation on advertising or infringement of the rights of third parties, which arises from the transfer to third parties of any advertising materials provided by the Customer, and in the event of claims from third parties and/or government agencies in relation to advertising materials provided by the Customer that violate the current legislation of the Russian Federation on advertising, the Customer undertakes to compensate the Contractor for all damage incurred in connection with this by the Contractor.

10.1.4. The Customer guarantees to the Contractor that he has all the necessary rights to any forms of intellectual property used in advertising materials provided by the Customer, and bears full responsibility for the use of any forms of intellectual property in advertising materials transferred to the Contractor for placement in the media, including, but not limited to: copyright, related and other rights, before the owners of these rights and before the persons representing them, as well as before the state and judicial authorities of the Russian Federation Federation.

10.2. In the relevant Appendices to the Agreement, the Parties have the right to agree on and indicate additions or other conditions for the provision of services and/or performance of work aimed at advertising the Customer’s services (work) and/or goods.

11. FORCE MAJEURE CIRCUMSTANCES

11.1. The Parties are not responsible for complete or partial failure to fulfill their obligations under the Agreement if this failure was caused by force majeure circumstances beyond the control of the Parties, which the Parties could not help but foresee or prevent on their own.

11.2. A Party that cannot fulfill its obligations under the Agreement due to force majeure circumstances must notify the other Party in writing of the date of occurrence of these circumstances and the expected duration of these circumstances, within business days from the date of occurrence of force majeure circumstances. The notification must be accompanied by a corresponding certificate of the occurrence of force majeure circumstances in the relevant region, issued by authorized organizations, otherwise they will be deprived of the right to refer.

11.3. If force majeure circumstances persist for more than a day, the Parties have the right to terminate the Agreement.

12. PROCEDURE FOR CONSIDERATION AND RESOLUTION OF DISPUTES

12.1. All disputes and disagreements that arise from the Agreement will be resolved by the Parties through negotiations, and if agreement is not reached, in court.

12.2. All disputes are subject to consideration in the Arbitration Court of the city.

12.3. The applicable law is the substantive and procedural law Russian Federation.

13. PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

13.1. The Agreement may be amended only by agreement of the Parties, drawn up in writing.

13.2. The Agreement may be terminated by agreement of the Parties, as well as unilaterally in cases provided for by the Agreement and the norms of the current legislation of the Russian Federation.

14. FINAL PROVISIONS

14.1. The Parties hereby guarantee to each other that:

they have everything legal rights and the authority to enter into the Agreement, observe and implement its provisions;
there is no provision of any existing contract, agreement or other document under which either Party comes into conflict with the Agreement or the performance of any of its provisions;
The parties have received or will duly receive, before the commencement of activities provided for by the Agreement, all permits, approvals, consents and licenses necessary under the legislation of the Russian Federation for the conclusion and implementation of the Agreement.

14.2. The headings of the sections of the Agreement are given for convenience and should not be taken into account by the Parties when interpreting and applying the Agreement.

14.3. If one or more provisions of the Agreement are declared invalid, the invalidity of these provisions will not affect the validity of other, valid provisions of the Agreement, which will continue to be valid for the relations of the Parties arising from the Agreement.

14.4. After signing the Agreement, all previous written and oral agreements, correspondence, negotiations between the Parties related to the Agreement become invalid.

14.5. The Parties have the right to send each other notices, notices, statements, assignments, instructions and other documents necessary for the Parties to fulfill their obligations under the Agreement or otherwise related to the execution of the Agreement or arising from it, by electronic, telephone or fax, except in cases when the terms of the Agreement provide for written or other strictly definite shape exchange of documents. All written notifications, notices, statements, assignments, instructions and other documents necessary for the Parties to fulfill their obligations under the Agreement or otherwise related to the execution of the Agreement or arising from it will be considered to be in writing, corresponding to the Agreement, if they are made in writing form, signed by an authorized person, certified by a seal (in cases where this is provided for by applicable legal acts) and were delivered by courier against signature, by registered mail with acknowledgment of delivery, registered airmail or telegram, telex or telefax (with telephone confirmation of receipt).

14.6. The Parties are obliged to notify each other of changes in their location, banking and other details that may affect the Parties’ performance of their obligations arising from the Agreement within business days from the date of change in the relevant details.

14.7. In everything that is not regulated by the Agreement, the Parties will be guided by the norms of the current legislation of the Russian Federation.

14.8. The Agreement is drawn up in two copies in Russian, having equal legal force - one for each of the Parties to the Agreement, and comes into force on the date of its signing by the Parties.

15. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

Customer

Legal address:
Mailing address:
Phone fax:
INN/KPP:
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provision of marketing services in a person acting on the basis, hereinafter referred to as " Customer", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Executor", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:

1. THE SUBJECT OF THE AGREEMENT

2. PROCEDURE FOR EXECUTION OF THE AGREEMENT

2.1. The Contractor is notified by the Customer of the need to provide services and/or perform work under the Contract.

2.4. During the approval process, the Appendix and the documents attached to it may be sent by the Parties to each other, both in writing and by electronic or fax.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Contractor undertakes:

3.1.1. Provide services to the Customer and perform work for the Customer in strict accordance with the terms of the Agreement and its Appendices, with due professional skills and integrity.

3.1.3. Timely and fully inform the Customer about all circumstances that impede or make it impossible to provide services and/or perform work under the Agreement and the Appendices to the Agreement.

3.2. The performer has the right:

3.2.3. If the relevant Appendix to the Agreement by the Parties agrees and specifies the Customer’s obligation to provide the Contractor with information, documents and materials necessary for the Contractor to provide services and/or perform work, the Contractor has the right, without imposing penalties on him, not to begin providing services and/or performing work on the relevant Appendix until the date the Customer provides the necessary documents, information and materials. The deadlines for the provision of services and/or performance of work by the Contractor are postponed in proportion to the time of delay in the provision of materials, information and documents on the part of the Customer.

3.3. The customer undertakes:

3.3.1. Provide the Contractor with explanations regarding the provision of services and/or performance of work under the Agreement and Appendices.

3.3.3. Pay for the services and/or work of the Contractor in the manner and on the terms provided for in the Agreement and the Appendices to the Agreement.

3.3.4. Provide the Contractor with the source materials and information necessary for the Contractor to provide services and/or perform work in the manner, terms and conditions agreed upon and specified by the Parties in the relevant Appendices to the Agreement.

3.4. The customer has the right:

3.4.1. Check the progress and quality of provision of services and/or performance of work without interfering with the professional activities of the Contractor.

3.4.2. Require the Contractor to provide information on the progress of the provision of services and/or performance of work provided and/or performed by the Contractor.

4. COST OF SERVICES AND/OR WORK. PAYMENT ORDER

4.5. The date of payment is the date of receipt of funds to the Contractor's bank account.

5. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES AND WORK

6. TERM OF THE AGREEMENT

6.1. The Agreement comes into force on the date of its signing by duly authorized representatives of the Parties.

6.2. The contract was concluded for a period of . The Agreement is automatically extended for a similar period of validity on similar conditions if neither Party, days before the expiration date of the Agreement, notifies the other Party of its reluctance to renew the Agreement.

6.4. The Customer has the right to terminate the Agreement unilaterally without going to court by notifying the Contractor days before the date of termination of the Agreement, provided that on the date of termination of the Agreement, the services provided by the Contractor and/or the work performed by the Contractor were fully paid for by the Customer.

7. COPYRIGHT AND INTELLECTUAL PROPERTY

7.1. The Parties agree that neither the fact of conclusion of the Agreement by the Parties, nor the fact of disclosure by the Customer to the Contractor of confidential information and/or information constituting a trade secret will mean or imply the transfer by the Customer to the Contractor of any rights to the Customer’s intellectual property or to confidential information and/or information , constituting a trade secret of the Customer. The above means, among other things, that the Contractor will not have the right to use or include in advertising materials, as well as allow other persons to use the Customer’s trademarks and trade names without the prior written consent of the latter.

7.4. Unless otherwise provided by the relevant Appendices to the Agreement, then:

7.4.1. The Parties hereby acknowledge that if the Contractor, in the course of providing services and/or performing work under the relevant Appendix to the Agreement, creates results of creative activity (results of intellectual activity), regardless of the method of their expression (scripts, creative and design developments, logos, slogans, elements of corporate style, plans, drawings, sketches, layouts, drawings, etc.), which can be recognized as objects of intellectual property and objects of copyright, in accordance with the current legislation of the Russian Federation, hereinafter referred to as “Works”, then the exclusive rights to the Works, created by the Contractor during the provision of services/performance of work under the relevant Appendix to the Agreement belong to the Contractor.

7.4.4. The Customer has the right to transfer exclusive rights to the Works that are transferred to him in accordance with the Agreement to any third parties.

7.4.7. The Contractor has the right to use (mention) the Works, the exclusive rights to which were transferred to the Customer, for the purpose of advertising its activities.

8. PRIVACY CONDITION

8.2. The Parties undertake not to disclose information that has become known to them as a result of the execution of the Agreement, which is confidential and/or constitutes a trade secret of the Parties. By “Trade secret” the Parties will mean scientific, technical, technological, production, financial, economic or other information recorded on a tangible medium ( including the component of production secrets (know-how)), which has actual or potential commercial value due to its unknownness to third parties, to which there is no free access legally to third parties and in respect of which the Party, as the owner of such information, has introduced a commercial regime secrets. Information constituting a trade secret is transferred by the Parties to each other only with the indication “Trade secret”. “Confidential Information” means any, without limitation, financial, technical, operational and any other information belonging to the disclosing Party about its subsidiaries, services, works, products, clients, intellectual property, potential clients, etc., excluding that information that cannot be confidential by force of law, communicated orally or shown visually with an indication of its confidentiality and/or transmitted on media by the disclosing Party to the receiving Party with the indication: “Confidential”.

8.4. For the disclosure of confidential information and information constituting a trade secret, the Parties will bear responsibility under the current legislation of the Russian Federation.

if such confidential information and/or information constituting a trade secret was known to the disclosing Party from other sources before the entry into force of the Agreement;
if the disclosure of confidential information and/or information constituting a trade secret occurred with the knowledge of the other Party - the owner of the said confidential information and/or information constituting a trade secret;
if the disclosure of confidential information and/or information constituting a trade secret occurred in accordance with an act of a competent government agency or court that entered into legal force;
if the confidential information and/or information constituting a trade secret was received by the disclosing Party from a third party, provided that such source is not bound by a confidentiality agreement regarding such confidential information and/or information constituting a trade secret or is otherwise not said confidential information and/or trade secret information is prohibited from being disclosed to the disclosing Party in connection with a contractual, legal or fiduciary obligation, and said source obtained such confidential information and/or trade secret information through lawful means.

9. RESPONSIBILITY OF THE PARTIES

9.1. For failure to fulfill or improper fulfillment of their duties and obligations under the Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

9.2. If it is impossible to execute the relevant Application due to the fault of the Customer, as well as in the event of the Customer’s unilateral refusal to execute the relevant Application and provide services and/or perform work, the Customer undertakes to pay the Contractor for the services actually rendered and/or work performed, as well as reimburse the Contractor for actual expenses, incurred by the Contractor in order to implement the relevant Application and provide services and/or perform work on the basis of primary documents confirming the expenses incurred. In this case, the services and/or work of the Contractor must be paid, and the actual expenses of the Contractor must be reimbursed by the Customer within banking days from the date the Contractor issues an invoice for payment in the amount indicated in the invoice. Actually incurred expenses mean funds transferred (paid) by the Contractor to third parties in the amount of services actually rendered, attracted by the Contractor to provide services/perform work, penalties (fines) and deductions paid by the Contractor to the specified persons, in pursuance of the Agreement and its Appendices, as well as other expenses incurred by the Contractor in pursuance of the Agreement and its Appendices.

9.5. The obligation to pay penalties arises from the date the guilty Party receives the request of the injured Party for the accrual and payment of penalties.

9.6. Payment of the penalty does not relieve the Party from fulfilling its obligations.

10. SPECIAL PROVISIONS

10.1.1. The Contractor is not responsible for the actual quality of the advertised goods, works and services of the Customer.

10.1.3. The Contractor is not responsible for violation of the current legislation of the Russian Federation on advertising or infringement of the rights of third parties, which arises from the transfer to third parties of any advertising materials provided by the Customer, and in the event of claims from third parties and/or government bodies regarding advertising materials provided by the Customer that violate the current legislation of the Russian Federation on advertising, the Customer undertakes to compensate the Contractor for all damage incurred in connection with this by the Contractor.

10.1.4. The Customer guarantees to the Contractor that he has all the necessary rights to any forms of intellectual property used in advertising materials provided by the Customer, and is fully responsible for the use of any forms of intellectual property in advertising materials transferred to the Contractor for placement in the media, including, but not limited to: copyright, related and other rights, before the owners of these rights and before the persons representing them, as well as before the state and judicial authorities of the Russian Federation.

11. FORCE MAJEURE CIRCUMSTANCES

11.3. If force majeure circumstances persist for more than a day, the Parties have the right to terminate the Agreement.

12. PROCEDURE FOR CONSIDERATION AND RESOLUTION OF DISPUTES

12.1. All disputes and disagreements that arise from the Agreement will be resolved by the Parties through negotiations, and if agreement is not reached, in court.

12.2. All disputes are subject to consideration in the Arbitration Court of the city.

12.3. The applicable law is the substantive and procedural law of the Russian Federation.

13. PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

13.1. The Agreement may be amended only by agreement of the Parties, drawn up in writing.

13.2. The Agreement may be terminated by agreement of the Parties, as well as unilaterally in cases provided for by the Agreement and the norms of the current legislation of the Russian Federation.

14. FINAL PROVISIONS

14.1. The Parties hereby guarantee to each other that:

they have all legal rights and powers to enter into the Agreement, comply with and implement its provisions;
there is no provision of any existing contract, agreement or other document under which either Party comes into conflict with the Agreement or the performance of any of its provisions;
The parties have received or will duly receive, before the commencement of activities provided for by the Agreement, all permits, approvals, consents and licenses necessary under the legislation of the Russian Federation for the conclusion and implementation of the Agreement.

14.2. The headings of the sections of the Agreement are given for convenience and should not be taken into account by the Parties when interpreting and applying the Agreement.

14.4. After signing the Agreement, all previous written and oral agreements, correspondence, negotiations between the Parties related to the Agreement become invalid.

14.5. The Parties have the right to send each other notices, notices, statements, assignments, instructions and other documents necessary for the Parties to fulfill their obligations under the Agreement or otherwise related to the execution of the Agreement or arising from it, by electronic, telephone or fax, except in cases when the terms of the Agreement provide for a written or other strictly defined form of exchange of documents. All written notifications, notices, statements, assignments, instructions and other documents necessary for the Parties to fulfill their obligations under the Agreement or otherwise related to the execution of the Agreement or arising from it will be considered to be in writing, corresponding to the Agreement, if they are made in writing form, signed by an authorized person, certified by a seal (in cases where this is provided for by applicable legal acts) and delivered by courier against signature, registered mail with return receipt requested, registered airmail or telegram, telex or telefax (with telephone confirmation of receipt) .

14.7. In everything that is not regulated by the Agreement, the Parties will be guided by the norms of the current legislation of the Russian Federation.

14.8. The Agreement is drawn up in two copies in Russian, having equal legal force - one for each of the Parties to the Agreement, and comes into force on the date of its signing by the Parties.

15. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

Customer

Executor Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:

16. SIGNATURES OF THE PARTIES

Customer_________________

Performer _________________

Please note that the service agreement was drawn up and checked by lawyers and is exemplary; it can be modified taking into account the specific conditions of the transaction. The Site Administration is not responsible for the validity of this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.

Minsk "__" _________ ____

Hereinafter referred to as the “Customer”, represented by __________________, acting on the basis of ______________ on the one hand, and ______________________________, hereinafter referred to as the “Contractor”, on the other hand, collectively referred to as the “Parties”, have entered into this agreement as follows:

1. The Subject of the Agreement

1.1. In accordance with this agreement, the Contractor undertakes to provide services for marketing research and analysis of the sales market ______________________________, consumer preferences.

The list of indicators, information on which must be provided by the Contractor to the Customer, is additionally agreed upon by the Parties in writing or orally.

1.2. The Customer undertakes to accept and pay the Contractor for the services provided.

1.3. The Contractor provides services outside the Customer’s location.

2. Responsibilities of the Parties

2.1. Responsibilities of the Contractor:

2.1.1. provide the services listed in clause 1.1. of this agreement within ____ days from the date of conclusion of this agreement;

2.1.2. hand over to the Customer in writing, simultaneously with the acceptance certificate for the services provided, a report on the results of the services provided in a form that must contain the following information:

Information on methods of market research (survey, analysis of information from other sources);

Number of consumers surveyed;

Survey data;

Conclusion about the presence or absence of demand for the product specified in clause 1.1. product;

Information about consumer preferences.

2.1.3. at the Customer's first request, provide him with information about the progress of the provision of services.

2.2. The customer is obliged:

2.2.1. accept the services provided by the Contractor;

2.2.2. pay for the services provided by the Contractor;

2.2.3. inform the Contractor upon his request Additional information necessary for him to fulfill his obligations under this agreement.

2.2.4. pay for the Contractor in accordance with the established procedure mandatory insurance premiums for state social insurance to the Fund social protection population of the Ministry of Labor and Social Protection, as well as income tax.

3. Procedure for delivery and acceptance of services

3.1. Acceptance of services provided by the Contractor is carried out by the Parties on a monthly basis.

3.2. The Customer's acceptance of the services performed occurs by signing an acceptance certificate for the services provided, which is submitted by the Contractor no later than the ____ day of the month following the previous month.

3.3. The Customer is obliged to accept the services provided within ____ business days from the date the Contractor provides the certificate of acceptance of the services provided.

3.4. The Customer's unmotivated refusal to sign the acceptance certificate for services provided does not entail any consequences for the Contractor, and is also not grounds for termination of this agreement.

3.5. In the event of a reasoned refusal by the Customer to sign the acceptance certificate for services provided, the Parties shall draw up a bilateral report with a list of identified deficiencies that served as the basis for the Customer’s refusal to sign the acceptance certificate for services rendered, and the time frame for their correction.

4. Cost of services and payment procedure

4.1. The cost of services is __________(__________________) Belarusian rubles and can be changed only by agreement of the parties.

4.2. For services performed, the Contractor is paid an amount equal to the cost of services specified in clause 4.1. Agreement, less personal income tax.

4.3 Payment for services performed by the Contractor and accepted by the Customer is carried out by the Customer on the basis of the Certificate within _____ (_____________) business days from the date of signing of the Certificate by both Parties, by cashless transfer to the Contractor’s card account within ____ (_____) days from the date of signing the certificate of acceptance of services provided .

4.4. If the Contractor's card account is not specified in the details of this agreement, the Contractor is obliged to provide the Customer in writing with the card account number and information about the bank in which it is opened within __ days from the date of conclusion of this agreement.

4.5. Payment currency is Belarusian rubles.

5. Responsibility of the Parties

5.1. For late transfer of funds in the manner and within the time limits specified in clause 4 of this agreement, the Customer shall pay the Contractor a penalty in the amount of 0.15% of the payment amount for each day of delay. Payment of the penalty does not relieve the Customer from the obligations assumed under this agreement.

5.2. The Party guilty of non-fulfillment or improper fulfillment of its obligations under this agreement is obliged to compensate the other Party for the losses caused to it by non-fulfillment or improper fulfillment.

6. Dispute resolution procedure

6.1. All disputes and disagreements arising from this agreement shall be settled by the Parties through correspondence and (or) negotiations.

If within two months from the date of receipt of the first notification of the need to resolve the disagreement, the Parties do not come to an agreement, such a dispute or disagreement is referred to the court for resolution.

7. Procedure for entry into force, amendment and termination of the agreement

7.1. The Agreement comes into force upon signing by the parties and is valid until the parties fulfill their obligations under the Agreement.

7.2. The terms of this agreement cannot be changed without the written consent of the Parties, drawn up in the form of an additional agreement to this agreement.

7.3. The grounds for early termination of the agreement are a court decision based on a significant violation by one of the Parties of its obligations under the Agreement or on other circumstances provided for by law.

8. Details and signatures of the Parties:

Customer: Executor: _____________________________ __________________________________ _____________________________ __________________________________ _____________________________ __________________________________ Customer:____________________ Performer:_______________________ (signature, etc.) (signature, etc.)

1. THE SUBJECT OF THE AGREEMENT

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

3. PROCEDURE FOR EXECUTION OF THE AGREEMENT

4. PAYMENT PROCEDURE

5. RESPONSIBILITY OF THE PARTIES

6. PROCEDURE FOR CONSIDERATION OF DISPUTES

7. TERM OF THE AGREEMENT

8. OTHER TERMS

9. ADDRESSES AND DETAILS OF THE PARTIES

SIGNATURES OF THE PARTIES:

What is marketing?

Legal nature of the agreement

When is the contract considered concluded?

Types of marketing services

Tax accounting

What type of contract should I choose?

VAT on marketing services to non-residents

Cost of marketing services

Specific numbers

AGREEMENT for the provision of marketing services No.

1. THE SUBJECT OF THE AGREEMENT

2. PROCEDURE FOR EXECUTION OF THE AGREEMENT

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

4. COST OF SERVICES AND/OR WORK. PAYMENT ORDER

5. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES AND WORK

6. TERM OF THE AGREEMENT

7. COPYRIGHT AND INTELLECTUAL PROPERTY

8. PRIVACY CONDITION

9. RESPONSIBILITY OF THE PARTIES

10. SPECIAL PROVISIONS

11. FORCE MAJEURE CIRCUMSTANCES

12. PROCEDURE FOR CONSIDERATION AND RESOLUTION OF DISPUTES

13. PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

14. FINAL PROVISIONS

15. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

1. THE SUBJECT OF THE AGREEMENT

2. PROCEDURE FOR EXECUTION OF THE AGREEMENT

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

4. COST OF SERVICES AND/OR WORK. PAYMENT ORDER

5. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES AND WORK

6. TERM OF THE AGREEMENT

7. COPYRIGHT AND INTELLECTUAL PROPERTY

8. PRIVACY CONDITION

9. RESPONSIBILITY OF THE PARTIES

10. SPECIAL PROVISIONS

11. FORCE MAJEURE CIRCUMSTANCES

12. PROCEDURE FOR CONSIDERATION AND RESOLUTION OF DISPUTES

13. PROCEDURE FOR CHANGE AND TERMINATION OF THE AGREEMENT

14. FINAL PROVISIONS

15. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

16. SIGNATURES OF THE PARTIES

1. The Subject of the Agreement

2. Responsibilities of the Parties

3. Procedure for delivery and acceptance of services

4. Cost of services and payment procedure

5. Responsibility of the Parties

6. Dispute resolution procedure

7. Procedure for entry into force, amendment and termination of the agreement

8. Details and signatures of the Parties:

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