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Business representative agreement
THIS CONSULTING AGREEMENT (the "Agreement"), dated as of April /07, 2014 is by and between EUROINVEST FINANCIAL SERVICES CORPORATION a company incorporated in Panama with registered address at: Global Bank Tower, Floor No. 18, Office No. 1801, 50th Avenue, Panama City, Panama (the "Company"), and Ms. Moiseeva Elena Yurievna (the "Representative"), whose address is indicated in clause 15 below, jointly referred to as (the “Parties”)
WHEREAS, The Representative intends to assist to the Company in providing certain financial & business services on the territory of the agreement and the Company intends to engage the Representative for those purposes, on terms and conditions of this Agreement,
NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, the parties hereto covenant and agree as follows:
1. Services
The Company hereby employs the Representative to perform and promote the Company services (“The Services”) and other support for the Company in accordance with the terms and conditions set forth in this Agreement.
The Representative shall do the following:
1) Reception and prioritization of phone calls, faxes, mail;
2) Providing reception, recording and storage of document information;
3) Order card passes into the room;
4) Order courier services;
5) Reception, negotiations, serving drinks and treats;
6) Order stationery, household goods.
The Parties agreed that the Representative shall perform his duties mainly from Moscow, Russia.
The Representative fully confirms and accept this terms.
The Company can determine the exact location or the Representative for best operation of this Agreement.
The Representative has to understand the objectives and tasks assigned to him by the company and act as much as possible in the interests of the company.
2. Term
The term of this Agreement shall be 12 months, commencing on April / 07, 2014 (the "Commencement Date") and expiring on April / 06, 2015 (the "Expiry Date"). The Agreement may be prolonged for a new term by written agreement of the Parties, otherwise it is deemed terminated on the Expiry Date.
3. Remuneration
1) The Company shall pay to Representative on a monthly basis, an agreed net fee of 30 000 (thirty thousand) Russian rubles.
2) The bonus may be paid to the Representative on behalf of the authorized supervising person.
The payments set out in this clause 3 may be made to the bank account of the Representative indicated in clause 15, or paid in cash after the Company extracts all applicable taxes of the Company residence country (to the extent permitted by the applicable law of the Company) or otherwise as agreed by the Parties.
4. Duties and Rights of the Representative
Beginning on the Commencement Date and until the Expiry Date, the Representative shall provide the Services, set out in clause 1 of the Agreement, for the benefit of the Company. The Representative shall devote his best efforts and entire time to advance the interests of the Company and shall comply with all the rules and regulations promulgated by the Company which are not contrary to any acceptable law.
Representative must follow all instructions of the Company, given to him on method of the Services provision.
5. Nature of Relationship
Representative shall perform the Services as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties.
6. Taxes
Representative hereby covenants to pay at his expense all taxes, charges and contributions which competent government authorities levy or require to be paid in respect to the payments received from the Company.
7. Nondisclosure of information concerning business
The Representative will not at any time, in any fashion, form, or manner, either directly or indirectly divulge, disclose, or communicate to any person, including Group’s clients, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of the Company, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its products, or any other information concerning the business of employer, its manner of operation, or its plans, processes, or other date of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important.
The Parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct of the business of the Company, and its good will, and that any breach of the terms of this section is a material breach of this agreement.
The Representative is responsible for direct and indirect losses of the Company related to the violation of this paragraph in its entirety.
8. Warranties and representations
Representative represents and warrants that: (1) the Services are personally will be performed in a professional and workmanlike manner and that Representative will use his best effort; (2) none of such Services or any part of this Agreement is or will be inconsistent with any obligation Representative may have to others; (3) all work under this Agreement and none of the Services or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity; and, (4) Representative has the full right to provide the Company with the assignments and rights provided for herein.
9. Option to terminate
Notwithstanding anything in this agreement to the contrary, the Company is hereby given the option to terminate this Agreement unilaterally at any time by serving to the Representative of a ten-day notice. The Company is not obliged to inform the Representative about the grounds for the early termination of the Agreement.
First 3 month of the Agreement the period prescribed in paragraph 1 of this clause in the case of termination by the Company shall be reduced to 3 days.
10. Non-Liability of Representative
The Representative shall perform on behalf of the Company only the duties that have been specifically delegated to the Representative in this Agreement and the Representative shall have no implied covenants or obligations to perform any other duties under this Agreement, unless the Parties agree otherwise. The Representative shall not be responsible for any losses, liabilities, damages, claims or expenses (collectively, the "Losses") incurred by the Company arising from any acts or omissions by the Representative in connection with the performance of its duties under this Agreement other than Losses resulting or arising from its gross negligence or willful misconduct as well as non-compliance with regulations and recommendations made by the Company.
11. Assignment
This Agreement and the services contemplated hereunder are personal to the Representative and the Representative shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so shall be void.
12. Entire Agreement
This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
13. Governing Law and Arbitration
This Agreement shall be governed by and construed in accordance with the laws of England.
Should any discrepancy or dispute (the “Dispute”) arise between the Parties, they shall use all reasonable endeavors to settle the Dispute amicably through negotiations between their respective authorized representatives within a period of ten (10) days starting from the date of receipt of the notice of Dispute by the relevant party.
If the Dispute is not resolved by the signing of written terms of settlement by authorized representatives of the Parties within such ten (10) day period (or such longer period as may have been agreed between them), then any party may refer to the Dispute for final resolution by arbitration to:
Any dispute, controversy or claim which may arise out of or in connection with the present contract (agreement), or the execution, breach, termination or invalidity thereof, when the Claimant is «The Company», shall be settled by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation in accordance with its Rules.
Any dispute, controversy or claim which may arise out of or in connection with the present contract (agreement), or the execution, breach, termination or invalidity thereof, when the Claimant is «The representative», shall be settled by the authorized court of Panama.
14. Miscellaneous
The Company will not use the Representative’s name in any commercial advertisement or similar material used to promote or sell products, unless the Company obtains in advance the written consent of the Representative.
The section headings used in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
The parties agreed that all written notices sent under this Agreement shall be deemed to be accepted on the day following the day of notification e-mail specified in this Agreement.
The Agreement is made in two counterparts, each having equal legal force, one for each of the Parties.
15. Representative’s details
Account name: Moiseeva Elena Yurievna
Address: Apartment 129, building 9, quarter 137 "A", Samarkand Boulevard, Moscow.
Acc No: _____________________
Email: e.moiseeva_89@mail.ru
____________________/__________________/
SIGNED: EUROINVEST FINANCIAL SERVICES CORPORATION
Address: Global Bank Tower, Floor No. 18, Office No. 1801, 50th Avenue, Panama City
Settlement account:201100207288
Bank: Eurobank Cyprus Ltd
Bank address: 41 Arch. Makarios III Avenue, Nicosia, Cyprus
SWIFT: ERBKCY2N
IBAN: CY53018000010000201100207288
Email:
Director ______________/A.T. Bilyk/