PAYMENT

Contract Offer

Individual Entrepreneur Svetlana Dmitrievna Semenova, certificate of state registration as of May 26, 2015, Primary State Registration Number of the Individual Entrepreneur 313502703800100

TERMS AND DEFINITIONS USED
1. Customer means an individual, an individual entrepreneur or a legal entity, regardless of the form of incorporation, that applied to the Contractor according to the terms hereof.
2. Executor means a legal entity rendering services to the Customer hereunder.
3. Invoice Contract means an agreement on the procedure for rendering services concluded between the Customer and the Contractor by signing this Contract Offer (accepting the terms and conditions hereof).
4. Services mean services for textile and haberdashery manufacture.
5. Terms of Reference mean an agreement between the Customer and the Contractor, which forms an integral part hereof and describes the Services’ purposes and goals, time terms, their results, and reporting forms.
6. Certificate of Services Rendered means an agreement between the Customer and the Contractor, which determines the scope, quality and terms of the Services rendered under the Contract or at one of its stages.
7. Website means the Contractor’s information resource on the Internet at: www.levadnajadetails.com
8. Customer's Personal Area means a software interface on the Website, which ensures remote interaction between the Customer and the Contractor hereunder and contains information about the Customer, the latter’s acceptance of the conditions of rendering Services, the list, scope and terms of the Services, other information required, accessible to the Customer and subject to authorization by its username and password.
9. Order means an automatically generated document defining the scope of Services requested by the Customer. The Order is generated after all necessary forms have been filled out in the Customer's Personal Area on the Contractor’s Website at www.levadnajadetails.com
10. Acceptance of the Contract Terms means the Customer's acceptance of the terms and conditions hereof by settling the Invoice Contract issued by the Contractor in cash, via a bank transfer or electronic payment facilities. The Customer shall be deemed to have accepted the Contract terms and conditions after the Customer has settled the Invoice Contract in cash, via a bank transfer or electronic payment facilities.
11. Payment Date means the encashment date; the date of receipt of funds by a paying agent (in case of a bank transfer); the date of receipt of funds by the Contractor according to the Federal Law of the Russian Federation On the National Payment System, depending on the payment method selected.

SUBJECT MATTER OF THE CONTRACT

2.1. The Contractor undertakes to render the Services according to the Customer’s instructions, and the Customer undertakes to accept the Services rendered and to pay for them according to the terms hereof.

2.2. The Contractor shall render the Services with due regard to the Contract and the Terms of Reference approved by the Parties.

2.3. Procedure for providing the Services under the Contract.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Customer shall:

3.1.1. Comply in all respects with the terms and conditions hereof.

3.1.2. Provide the Contractor with the materials and information requested thereby;

3.1.3. Pay for the Contractor’s Services according to the procedure specified herein.

3.2. The Customer may:

3.2.1. Terminate the Contract subject to the Customer’s compensation of the expenses incurred by the Contractor.

3.3. The Contractor shall:

3.3.1. Comply in all respects with the terms and conditions hereof.

3.4. The Contractor may:

3.4.1. Terminate the Contract subject to the Contractor’s compensation of the expenses incurred by the Customer.

4. SETTLEMENT PROCEDURE

4.1. The Parties shall determine the amount, procedure and terms of payment in the Terms of Reference.

5. SERVICE TERMS

The Contractor shall begin to render the Services on the day following the Payment Date.
If provided by the Terms of Reference, the Contractor shall render the Services in several stages. At the end of each stage the Parties may sign a Certificate of Services Rendered. The Parties have agreed that, unless otherwise required by the Parties, they shall not sign Certificates of Services Rendered for each stage, and that the Customer shall be deemed to have unconditionally accepted the services rendered at a particular stage after it has paid for the next stage of rendering services hereunder.
The Customer shall accept the Services rendered hereunder within five (5) business days from the date of receipt of the Certificate of Services Rendered. The Contractor may send the Certificate of Services Rendered to the Customer’s e-mail address pursuant to Article 9.7. hereof. In case the Customer fails to collect the mail, the Customer shall be deemed to have received the Certificate of Services Rendered on the day when it is delivered to the post office servicing the address specified in Article 9.7.1. hereof.
Within the term specified in Article 5.3. hereof, the Customer shall sign the Certificate of Services Rendered hereunder or send a motivated refusal to sign it at the Contractor’s address specified in Article 9.7.2. hereof.
In case the Customer fails to send its motivated refusal to the Contractor within the term specified in Article 5.3. hereof, the Customer shall be deemed to have accepted all services rendered hereunder and to have acknowledged that such services comply with the quality requirements and shall be payable in accordance with the terms and conditions hereof.
In case of the Customer’s delay in the first payment (regular payment) hereunder, the Contractor shall be entitled to suspend the performance of its obligations hereunder until the Customer has paid for the Services according to the terms and conditions hereof. In this case the terms for rendering the Services shall be extended for the period of the Customer’s delay to make payment hereunder.
In case of the Customer’s delay in the first payment (regular payment) for a period exceeding thirty (30) calendar days starting from the date when this payment falls due according to the terms and conditions hereof, the Contractor may offer the Customer to revise the Service terms or unilaterally refuse to continue providing the Services hereunder. The Contract shall be deemed automatically terminated on the forty-fifth (45th) calendar day starting from the date when this payment falls due according to the terms and conditions hereof. The Parties have agreed that they shall not be required to sign any additional documents to terminate the Contract under the present Article. The money received by the Contractor before the termination hereof shall not be refunded and shall constitute the compensation of penalties and costs incurred by the Contractor.

6. CONTRACT DURATION

6.1. The Contract shall come into effect on the date when the Customer pays the Invoice Contract issued by the Contractor and shall remain valid until the Parties fulfill all of their obligations hereunder.

7. LIABILITY OF THE PARTIES

7.1. The Parties shall be liable for failure to perform or improper performance of this Contract in the manner provided for herein and the current laws of the Russian Federation.

7.2. Neither party shall bear liability for failure to perform or for improper performance hereof, if the non-performance results from circumstances beyond reasonable control of the Parties (force majeure). The Party that finds it impossible to meet its obligations undertakes to notify the other Party of the abovementioned circumstances and their impact on the Parties’ obligations hereunder within ten (10) calendar days from the date when such circumstances occur. In this case the Parties shall agree on their further arrangements.

7.3. In case of the Customer’s delay to pay for the Contractor's services, the Customer shall pay a penalty at a rate of 0.1% (zero point and one-tenth percent) of the total Contract price for each day of delay until the day of actual payment.

8. DISPUTE SETTLEMENT PROCEDURE

8.1. The Parties shall settle all disputes or disagreements arising under the Contract or in connection therewith in an amicable way.

8.2. The Parties have agreed that in case they fail to reach an agreement, the dispute shall be submitted to a competent Russian court at the Contractor’s location (agreed jurisdiction).

8.3. In all respects not covered herein, laws and legal acts of the Russian Federation, including those of constituent entities of the Russian Federation and local government, shall apply.

9. FINAL PROVISIONS

9.1. The Contract is made in two copies of equal legal force, one copy for each Party.

9.2. The Parties shall formalize any agreement giving rise to new obligations not specified herein in an additional agreement hereto. All amendments and additions hereto shall be deemed valid, if properly formalized and signed by authorized representatives of the Parties.

9.3. Neither Party shall have the right to transfer its rights and obligations hereunder to third parties without the prior written consent of the other Party.

9.4. Unless otherwise provided for herein, any words or definitions contained herein in the singular include the plural and vice versa.

9.5. The Parties have agreed that, apart from the information which does not constitute a personal (trade) secret according to the laws of the Russian Federation, they consider the contents of the Contract, all documents and information transferred hereunder to be confidential, protected by the personal (trade) secret of the Parties and not subject to disclosure without the written consent of the other Party.

9.6. For the purposes hereof, any reference to the Parties includes a reference to their authorized persons and possible successors.

9.7. The Parties have agreed that all notices and other documents submitted hereunder shall be deemed to be received by the Party on the day of actual receipt, as determined by the post mark, the signature of the authorized person, or on the date when the letter is delivered to the Addressee’s post office (in case the addressee has changed its address or fails to receive the letter). Notifications, documents and other information submitted via facsimile and electronic communication means, including via the Customer’s Personal Area, shall be deemed to be received by the Party on the day of sending.

9.8. In case of any change in the address and other details specified in Article 9.7. hereof, the respective Party shall notify the other Party thereof within five (5) calendar days by placing this information on the Contractor’s Website, including in the Customer’s Personal Area; a new postal address must be a Russian address only. If this were not the case, the other Party shall continue fulfilling its obligations using the previous details.

9.9. The terms and conditions hereof are binding on the Parties’ successors.

10. DETAILS OF THE PARTIES

Contractor: Individual Entrepreneur Svetlana Dmitrievna Semenova, certificate of state registration as of May 26, 2015, Primary State Registration Number of the Individual Entrepreneur 313502703800100.

Individual Entrepreneur Svetlana Dmitrievna Semenova

Legal address: ap. 5, 23, Shevlyakova str., Lyubertsy, 140000, Moscow Region

OGRN 313502703800100

INN 402809946220

Settlement account 40802810400000036626

with VTB 24 (JSC) Moscow

Correspondent account 30101810100000000716

with the Operations Department of the Moscow Main Territorial Department of the Bank of Russia

BIK 044525716

NON-DISCLOSURE AGREEMENT No._____

Moscow _________ ___, 20__

Individual Entrepreneur Svetlana Dmitrievna Semenova, certificate of state registration as of May 26, 2015, Primary State Registration Number of the Individual Entrepreneur 313502703800100, of the one part, and _______________________, of the other part, have entered into this Non-disclosure Agreement (the Agreement) to the following effect.

TERMS AND DEFINITIONS
1. The party disclosing information is referred to as the Disclosing Party.
2. The party receiving information is referred to as the Receiving Party.
3. Representative means any employee of the Receiving Party authorized by the Receiving Party to access the Confidential Information.
4. Confidential Information means any information of the Disclosing Party with a “Trade secret” and / or “Confidential” note, unknown to third parties and, therefore, having actual or potential commercial value, provided by the Disclosing Party to the Receiving Party in writing by transferring documents, including electronically, associated with the activities, financial plans and strategies, including, without limitation, information on markets, financial documents, financial statements and accounting policies (except for the cases determined by the law), contractual relations, pricing and marketing of goods (work, services), technical information, trade secrets, know-how, research, production plans, concepts, intellectual property objects (including discoveries, inventions, efficiency proposal, utility models, designs, industrial designs, for whatever reasons not protected by a patent, computer programs, databases, trademark designs, for whatever reasons not registered).
5. The Confidential Information does not include information in the public domain provided by the Disclosing Party to any third party or otherwise made available to the public through no fault of the Receiving Party (no earlier than its public disclosure), if the Receiving Party can prove that it had already acquired this information by the time when it was provided by the Disclosing Party or that the provided information was not subject to any non-disclosure obligations. In case the Receiving Party can prove that it has created some information without accessing the Confidential Information, this information is neither classified confidential.

This Agreement does not cover any issues associated with the protection and transfer of information subject to bank secrecy.

SUBJECT MATTER OF THE AGREEMENT
1. This Agreement determines the Parties’ obligations aimed at protecting the Confidential Information on the terms and conditions specified herein.
2. The Disclosing Party provides the Receiving Party with information classified confidential and associated with the manufacture and sale of products branded “Levadnaja details” and “Levadnaja ceramics”.
3. The Receiving Party may receive this information in the course of its work associated with the production and sale of products branded “Levadnaja details” and “Levadnaja ceramics”.

CONFIDENTIALITY OBLIGATIONS
1. The Receiving Party may only provide the Confidential Information to its Representatives, provided that such Representatives need to access the Confidential Information in the performance of their official duties aimed at achieving the purpose of providing the Confidential Information, are under the obligation not to disclose the Confidential Information and are informed of this Agreement. The Receiving Party shall provide a list of such Representatives to the Disclosing Party at the latter’s request.
2. A failure to comply with the requirements of Article 3.1. hereof shall constitute a ground to block access to the Confidential Information and entitles the Disclosing Party to unilaterally refuse any contracts concluded between the Parties, if they enable the Receiving Party to access the Confidential Information.
3. In case of a conflict between the terms of any contracts concluded between the Parties, if they enable the Receiving Party to access the Confidential Information, and the terms and conditions hereof, the provisions of this Agreement shall prevail.
4. The Receiving Party must keep private any Confidential Information, refrain from disclosing or making it public, take measures aimed at protecting the Confidential Information at least as effective as those taken by the Receiving Party to protect its own Confidential Information.
5. The Receiving Party and its Representatives enjoying access to the Confidential Information shall use such Confidential Information to achieve the goal why it has been provided and shall not to use it for any other purposes.
6. The Receiving Party shall be entitled to make copies, extracts, memoranda or other documents (including those produced using mechanical or electronic devices) containing the Confidential Information to the extent reasonably required to achieve the goal why it has been provided; the Receiving Party shall ensure that such copies, extracts, memoranda or other documents bear a “Trade secret” and / or “Confidential” note, shall keep proper record of all copies and storage areas and shall not make them available to any third parties other than its Representatives.
7. Neither Party will disclose the existence of this Agreement without the prior consent of the other Party.
8. The Receiving Party shall be obliged to ensure the proper storage of information excluding access of any persons other than its Representatives, even outside of working hours.
9. Shall the Confidential Information be disclosed to any third party, the Receiving Party must immediately inform the Disclosing Party thereof and of the measures taken to cut possible losses.

MANDATORY DISCLOSURE
1. The Receiving Party must immediately inform the Disclosing Party of its obligation to disclose the Confidential Information arising out of current laws. The Receiving Party undertakes to disclose information within the limits established by the law only.

RESTRICTION OF RIGHTS
1. All information provided by the Disclosing Party to the Receiving Party in any form shall be the property of the Disclosing Party. The Receiving Party must immediately return any documents, copies, extracts or memoranda or other documents to the Disclosing Party or destroy them at a written request of the Disclosing Party.
2. The Disclosing Party reserves the right to analyze measures taken by the Receiving Party to protect the Confidential Information. In case the Receiving Party refuses to provide information on the measures taken to protect the Confidential Information or has taken inadequate measures to protect the Confidential Information, the Disclosing Party may refuse to provide the Confidential Information or unilaterally refuse any contracts concluded between the Parties, if they enable the Receiving Party to access the Confidential Information.

LIABILITY OF THE PARTIES
1. Either Party that has failed to fulfill its obligations hereunder shall reimburse the other Party for losses caused by the disclosure or misuse of the Confidential Information. It shall compensate losses according to the laws of the Russian Federation.

AGREEMENT DURATION
1. The Agreement shall remain valid within three (3) years from the date of signing and shall be automatically extended for each subsequent year.

TRANSFER
1. Neither Party shall enjoy the right to transfer or otherwise assign, either in whole or in part, its rights and obligations under this Agreement without the prior written consent of the other Party.

9. JURISDICTION

9.1. Disputes arising under this Agreement shall be settled by the Arbitration Court in accordance with the current laws of the Russian Federation.

10. MISCELLANEOUS

10.1. The Agreement is made in two copies, one copy for each Party.

Individual Entrepreneur Svetlana Dmitrievna Semenova

_____________________________ _______________