Provision of consulting services. Contract for the provision of consulting services IP - intellectual - services - contracts - agreement-contract

16.10.2019

Agreement No._____
to provide consulting services

City _________ "__" _______ 20__

Individual entrepreneur _____________, acting on the basis of the Registration Certificate __ No. __________ dated "__" _________ 20__, hereinafter referred to as the "Contractor", on the one hand, and the Limited Liability Company "______________________", represented by the General Director __________________, acting on the basis of the Charter, referred to as hereinafter the "Customer", on the other hand, collectively referred to as the "Parties", have concluded this Agreement as follows:

1. The Subject of the Agreement

1.1 The Customer instructs, and the Contractor assumes obligations for the Customer's subscription service, including:
General organizational consulting of the Customer
General consulting of the Customer on financial and economic issues;
General advice to the Customer on legal matters;
Conducting training - trainings, seminars, projects;
Participation in negotiations and correspondence aimed at resolving specific issues within the competence (on behalf and on behalf of the Customer);
Preparation, coordination and maintenance of all types of contracts (on behalf of the Customer);
Provide, if necessary, at the request of the Customer, explanations to interested parties, including state, scientific, design organizations, on the materials submitted by the Contractor in accordance with this Agreement.
1.2. The Contractor guarantees its scientific competence and financial independence in the course of the execution of this Agreement.
1.3. All costs associated with the implementation of this Agreement, the Contractor bears independently at the expense of his remuneration.
1.4. The Customer undertakes to pay the Contractor a fee for the services provided, as well as to compensate for reasonable and pre-agreed expenses associated with the performance of the agreed services for the Customer. In the event of an increase in the volume and / or list of services, the payment for services is recalculated, which is reflected in the additional Agreement.
1.5. This agreement is concluded for a period until "__" _________ 20__, with subsequent prolongation by agreement of the Parties.

2. Rights and Obligations of the parties

2.1. The customer is obliged:
2.1.1. Pay the Contractor a fee in the amount of __________ (amount in words) rubles per month. Since the Contractor applies the simplified tax system, VAT 18% is not taken into account. Payment of remuneration is made by the Customer by transfer Money to the account of the Contractor specified in this Agreement, from the 25th to the 30th day of each month.
2.1.2. Timely provide the Contractor with the information and documents necessary to fulfill obligations under this Agreement;
2.1.3. Not to make claims to the Contractor for the results of work if the Customer fails to follow the recommendations of the Contractor, as well as if they provide incomplete or incorrect information;
2.1.4. Do not present claims to the Contractor for his refusal to perform actions or refrain from actions if these actions would lead to a violation of the Law or could harm the Contractor.
2.1.5. During the term of this agreement, do not enter into relations with third parties on the subject of this agreement.
2.2. The contractor is obliged:
2.2.1.Provide services in person.
2.2.2. Follow the instructions of the Customer regarding the actions performed by the Contractor under this Agreement, if these instructions do not contradict the requirements of the law.
2.2.3. Treat the interests of the Customer with due attention, exercise reasonable care in the performance of obligations under this Agreement and warn the Customer in advance in writing about all possible difficulties, delays and other known to the Contractor circumstances that could negatively
to impact on proper provision interests of the Customer, if there are reasonable grounds to assume them.
2.2.4. Perform the actions provided for in clause 1.1. of this Agreement in good faith, with the maximum benefit for the Customer.
2.3. The contractor has the right:
2.3.1. In order to fulfill the contract, conclude an agreement with another person, remaining responsible for the actions of this person to the Customer, unless the parties agree otherwise. The Contractor is obliged to agree on the terms of such an agreement with the Customer.

3. Force majeure

3.1. Neither Party shall be liable to the other for any delay or failure to fulfill obligations due to the circumstances force majeure arising against the will and desire of the Parties and which could not be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockades, embargoes, as well as earthquakes, floods, fires and other natural disasters.
3.2. A party that cannot fulfill its obligations due to force majeure is obliged to immediately notify the other party of these circumstances.
3.3. In connection with the force majeure circumstances that have arisen, the Parties must sign a protocol on the termination of this agreement or agree on joint actions to overcome the adverse consequences of these circumstances.

4. The procedure for resolving disputes. Responsibility of the parties

4.1. In case of violation by the Customer of the terms for payment of remuneration or payment for services stipulated by the terms of this Agreement, the Customer is obliged to pay the Contractor a penalty in the amount of 0.1% of the amount due for payment for each day of delay in payment.
Also, in case of violation by the Customer of the terms of payment of remuneration or payment for services, the Contractor may exercise the right to refrain from further provision of services to the Customer until the full repayment of the debt arising under this Agreement.
4.2. The Contractor is responsible for the safety of the documents and information transferred to him by the Customer.
4.3. The Contractor is not responsible for the delay in the performance or non-performance of obligations under this Agreement arising from the fault of the Customer or state bodies, as well as third parties.
4.4. The Parties shall be liable within the limits assigned to them by this Agreement. In all other respects that are not regulated by this agreement, the Parties are guided by the norms of the current legislation of the Russian Federation.
4.5. The parties build their relations on the basis of economic partnership and mutual trust, in case of disagreements, they will take all measures to resolve them through negotiations.

5. Privacy

5.1. Commercial information received by the Parties in connection with the provision of services to the Customer is considered confidential (hereinafter referred to as confidential information) and should not be transferred to third parties without the prior written consent of an authorized official of the relevant party.
5.2. Each of the parties undertakes to use confidential information exclusively within the framework of joint work and provide access to it only to persons directly involved in these works. The parties undertake to accept all necessary measures so that their employees, consultants, affiliates and subsidiaries, contractors maintain the confidentiality of the above information, as well as protect it from loss.
In cases, right provided by law, materials related to confidential information may be provided to authorities, management, supervisory and law enforcement. If one of the parties becomes aware of the existence of the above decision, it is obliged to immediately notify the other party in writing.
5.3. Unless otherwise agreed by the parties, confidential information is and remains intellectual property the party providing the information.

6. Final provisions

6.1. The contract is considered concluded from the date of its signing.
6.2. Any changes and additions to this Agreement are valid, provided that they are made in writing and signed by authorized representatives of the Parties.
6.3. In all other respects that are not provided for by this Agreement, the Parties are guided by the current legislation.
6.4. The Agreement is drawn up in two original copies, one of which is with the Customer, the second with the Contractor.
6.5. In the event that one party, before the expiration of the Agreement, expresses a desire to terminate it, it is obliged to notify the other Party in writing at least 30 days before the expected date of termination, while such notice must contain proposals for early and break-even for the parties to hand over cases and completion of calculations.
6.6. The Parties shall be liable to each other for real damage caused by non-fulfillment or improper fulfillment of obligations under this agreement.
6.7. Each of the Parties is obliged to immediately inform the other Party about changes in the constituent documents, bank details, addresses and numbers of communication channels, as well as any events and / or circumstances known to it that could adversely affect the timely and proper performance by this party of its obligations under this Agreement.

7. Legal addresses and details of the parties:

Customer
OOO

________________
CEO
Executor
IP

___________________
Individual entrepreneur

Agreement No. ____
on rendering advisory services

G. __________________
"___"_________ ____ G.

We hereinafter refer to __ as the "Contractor", represented by ___________________, acting __ on the basis of ___________________, on the one hand, and ___________________, hereinafter referred to as __ "Customer", represented by ___________________, acting ___ on the basis of ___________________, on the other hand, and collectively referred to hereinafter as the "Parties ", have concluded this Agreement as follows:

1. Subject of the contract

1.1. The Customer instructs, and the Contractor provides, during the term of this Agreement, current consulting services to the Customer on financial, tax, accounting and legal issues of the Customer's activities.
1.2. At the request of the Customer, expressed in writing (including using Email), and with the consent of the Contractor, in addition to consulting services under this Agreement, it is possible to provide the following services:
- carrying out financial and economic, accounting, legal expertise on certain issues of financial and economic activities of the Customer;
- analysis of business transactions, financial schemes and contracts with the development of recommendations (including recommendations for optimizing taxation);
- development of draft documents related to issues accounting and reporting, business contracts, other documents of a legal nature;
- participation in ;
- other similar services.

2. Rights and obligations of the parties

2.1. The Contractor under the Agreement undertakes:
2.1.1. Verbally (by phone, at the Contractor's office or visiting the Customer) advise the Customer on issues of its financial and economic activities, as well as provide written answers, conclusions, clarifications, references upon the Customer's written request. The Contractor is obliged to provide an exhaustive answer to the Customer's request within the agreed time frame.
2.1.2. The Contractor reserves the right not to give answers that are in the nature of a direct recommendation if the Contractor has doubts about the unambiguity of the interpretation of certain legislative provisions, and also if the issue raised by the Customer is not regulated by law. In these cases, based on its experience, the Contractor expresses only his opinion on unresolved issues, which is not a direct recommendation to the Customer to act in one way or another, but only determines the Contractor's point of view on this issue.
2.2. The performer has the right:
2.2.1. Request documents, clarifications and additional information from the Customer regarding the question raised by the Customer.
2.2.2. Independently determine the composition of specialists providing advice and, at its discretion, distribute the work provided for by the Agreement among the members of this group.
2.2.3. If necessary, involve in the provision of services specialists who are not on the staff of the Contractor, who for the purposes of this Agreement are considered specialists of the Contractor.
2.3. The customer undertakes:
Create the conditions necessary for the Contractor to provide them with consulting services, including:
2.3.1. Timely provide the Contractor with the information and documents necessary for the provision of services.
2.3.2. If it is necessary to provide services outside __________________, reimburse the Contractor for the travel of the Contractor's specialists to and from the place of provision of services and the costs of paying for the hotel.
2.3.3. Make all payments under the Agreement on time.
2.4. The customer has the right:
2.4.1. At its own discretion, contact / not contact the Contractor for the provision of services provided for by the Agreement.
2.4.2. Upon written or oral request, receive from the Contractor information about the regulatory legal acts on which the recommendations and conclusions of the Contractor are based, as well as the texts of these acts, at no additional charge.

3. Cost of services and payment procedure

3.1. The cost of the Contractor's services includes the amount of the Contractor's remuneration under the Contract, which is calculated on the basis of the rates specified in Appendix No. 1 to the Contract, expressed in rubles for 1 hour of work of one Contractor's specialist and including VAT based on the type of services and the actual amount of time worked by the Contractor's specialists, the amount provided for in clause 3.2 of the Agreement (include VAT charged by the Contractor to the Customer), as well as other amounts of payment provided for in this clause of the Agreement.
3.2. In addition to paying remuneration, the Customer additionally reimburses the Contractor for all actually incurred and documented overhead costs (including VAT paid by the Contractor to third parties) associated with the provision of consulting services and the involvement of specialists who are not part of the Contractor's staff.
If the response in writing of the Contractor is submitted in more than one language, the Customer shall additionally pay the Contractor for the translation of such response into another/other languages in the amount of _____ rubles, including VAT, for 1 page of the translation text (1700 characters, including spaces) for each additional language.
3.3. The Contractor issues invoices on a monthly basis (regardless of the degree of completion of the work) no later than the ____ day of the month following the month in which the services were rendered. In case of an unspecified delay in payment of invoices, the Contractor has the right to demand a transition to an advance form of payment.
An invoice with a transcript of the consultations provided, as well as an act on the provision of consulting services (Appendix to the Agreement) are transferred to the Customer and must be accepted or protested by him within ____ business days from the date of receipt by the Customer. In case of default by the Customer, these documents are considered accepted. In this case, payment in accordance with the terms of the Agreement must be made by the Customer within ___ days from the date of expiration of the period provided for acceptance. Transfer of documents is carried out through a specialist, by fax or by courier.
3.4. At the request of the Customer and with the consent of the Contractor, the final cost of services provided on a specific request may be agreed by the Parties before the start of the provision of services. The Customer must inform the Contractor about the desire to preliminarily agree on the cost of services before sending a request for the provision of services to the Contractor. Based on the results of agreeing on the cost and scope of services, the Parties conclude an additional agreement.
3.5. In case of impossibility of performance due to the fault of the Customer, the services are subject to payment in full.
3.6. In the event that the impossibility of performance arose due to circumstances for which none of the Parties is responsible, the Customer shall reimburse the contractor for the expenses actually incurred by him.

4. Confidentiality

4.1. The Parties undertake to take all necessary measures to protect each other's trade secrets. The Contractor is not entitled to disclose information received from the Customer, except as otherwise required by law.

5. Responsibility of the parties and the procedure for settling disputes

5.1. All disputes related to the execution of the Agreement, the Parties will seek to resolve through negotiations between them.
5.2. In case of failure to reach an agreement when considering disputed issues, the Party that made the claim sends a claim to the other Party, which is considered by the latter within 10 days from the date of its receipt.
5.3. If the dispute is not settled in the claim procedure, this dispute is subject to consideration in the Arbitration Court of the city of _______ in accordance with applicable law.
5.4. The Contractor for non-fulfillment or improper fulfillment of the obligations stipulated by the Agreement shall be liable to the Customer to the extent of the cost of the services rendered, which caused losses to the Customer, and if there is fault.
5.5. For untimely transfer by the Customer of the advance payment amount, intermediate and final amounts of payment under the Agreement, the Customer shall pay the Contractor a penalty in the amount of ____ percent of the amount of the overdue payment for each day of delay, if the Contractor sends the Customer a request for payment of penalties. If such a request is sent, the calculation of the penalty fee is made from the day the Customer violates the payment deadline.

6. Amendment, termination of the contract and its validity period

6.1. Any changes and additions to the Agreement will be valid only if they are made in writing and signed by the Parties.
6.2. The customer has the right to refuse to execute the contract for the provision of services for compensation, subject to payment to the Contractor of the expenses actually incurred by him.
6.3. The Contractor has the right to refuse to fulfill obligations under the Contract for the Provision of Services for Compensation only if the Customer is fully reimbursed for losses.
6.4. Losses for the purposes of this Agreement means:
__________________________________________________________.

7. Final provisions

7.1. All Annexes and additions to this Agreement are its integral parts and form a single whole with it.
7.2. The Agreement is drawn up and signed in two copies, one for each of the Parties, with equal legal force of each copy.
7.3. When changing legal and postal addresses, banking and other details, the Parties shall immediately inform each other about this.
7.4. The contract is concluded for a period of _________ and comes into force from the date of its signing.

8. Addresses and payment details of the parties

Customer: _____________________________________________________________

___________________________________________________________________________

Performer: ________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

Signatures of the parties:

Customer executive:

_____________________ _____________________

At present, with the development entrepreneurial activity consulting services are gaining more and more popularity. Relations on the conclusion of a contract of consulting services are regulated by civil law. In this article, we will analyze in detail the civil law aspects of regulating these relations.

By virtue of Article 779 of the Civil Code, the consulting services contract is a subspecies of the general service contract. If you want to conclude an Agreement, you need to know that it must be concluded in a simple written form, that is, there is no need for notarization.

When concluding the Agreement, it is necessary to make sure that the essential conditions are met. The main essential condition is an indication of the specific service provided. Without specifying this condition, the contract will be considered not concluded.

It should also be borne in mind that for a certain kind contracts, for example, for an agreement on the provision of tourist services, other essential terms of the Agreement are indicated.

It is necessary to know that the results of the work should be indicated in the Agreement, namely, what the Customer will expect based on the results of the provision of consulting services. Often the result is a written consultation or a written analysis of a particular document.

Based on the analysis of judicial practice, the Parties should also indicate the following conditions:

Services

Scope of rendered services

Quality of services rendered

Price of services rendered

Time frame for services to be provided

The above conditions are the most violated in contracts, and therefore, below we will consider how to properly protect yourself when concluding a transaction.

Quality of rendered services:

The Parties have the right to agree on the quality of services in the Agreement, namely certain criteria that the quality of services must meet. The definition of such conditions protects both the Customer and the Contractor, both Parties will know exactly what to expect from the execution of the Agreement.

The contract may include:

requirements for the qualification of the Contractor.

in what form it is necessary to express the result of the consultation.

Requirements for the quality of services can be formulated by the customer independently or developed jointly with the contractor and listed directly in the contract or annex to it.

Rights and responsibilities of the parties

A clear wording of liability in the Agreement is a guarantee of the Parties to receive compensation for losses. In the event that one of the Parties has violated the terms of the Agreement, the injured Party has the right to recover property sanctions from the other Party.

Responsibility for violation of the contract of Consulting Services can be established in the form of:

payment of a penalty for improper performance or non-performance of obligations under the contract.

In order to agree on the terms of liability, the parties are recommended to determine in the contract the grounds for bringing liability, as well as its scope.

To resolve disputes, the Parties may provide in the Agreement for a claim procedure for resolving disagreements, as well as court order. The current procedural law provides for contractual jurisdiction. The concept of "cognizance" means to which Court, the party whose rights are violated, has the right to apply. So, for example, the parties may provide for an appeal to the Court at the location of the Claimant or at the location of the Respondent. Among other things, the Parties may choose to resolve the dispute in the Arbitration Court.

The provision of consulting services is an opportunity to receive a reward for helping to resolve a particular situation in a person's life, such a practice can be legal or private.

In the provision of such services, a reimbursable contract is used, since the rules on the contract and the rules for the provision of communication services, advocacy, and so on are applicable here.

This is a paid contract, according to which one party undertakes to provide services, and the other to pay for them.

The need for this document lies in the need of one side to receive advisory services in a particular area, and the other side, having a staff of experienced specialists, can assist a client in need in solving global issues.

By the way, most often enterprises resort to issues of an advisory nature, that is, legal entities who need help resolving issues regarding economic and financial activities.

How disputes are resolved from service contracts, including consulting services, you will learn in this video:

By whom and when is it compiled

This contract, like any other, is a bilateral document, so the customer and the contractor are required to sign it after the final drafting.

At the same time, any person in need of services of a similar nature can act as a customer, and an agency, individual entrepreneur, individual can act as a contractor.

Important: the conclusion of a contract is available only between the customer and the contractor. The contract is signed before the provision of services.

What is consulting services

This is an activity for the provision of services in the form of advice, consultations, performance of examinations in various fields human activities.

The achieved goal of such services is to provide information in the form of recommendations or clarifications.

Consultants are engaged in such activities, both independently, working on their own and providing information of a narrow direction, and as part of a staff of specialists with high skills and abilities, providing a comprehensive range of services.

Consulting services include:

Accounting;
IT administration;
Tax consulting;
Legal services. you will learn how to properly draw up a contract for the provision of legal services with a legal entity;
Management activities;
Registration of various documentation related to registration of real estate, obtaining extracts, etc.

Sample contract for consulting services.

Consulting services are of the following types:

Financial - helps to effectively build financial activity enterprises, through evaluation activities, building efficient schemes calculations and alignment of indicators;
Managerial – consultants help determine weak sides production, make them strong, adjust the activities of the organization in such a way that there is a rational arrangement of the structure of the enterprise, new tasks and goals are lined up;
Accounting - training existing staff on the application of new technological developments and software, effective application of accounting innovations;
Legal - effective support of the enterprise in maintaining documentation and reporting in accordance with constantly changing legislation;
Tax - constant monitoring of innovations in tax legislation and effective accounting and reporting documentation in this direction.

A feature of consulting and information services is the provision of recommendations and explanations in the field of procurement of goods, works and services arising from the customer in a collision with the legislation of the Russian Federation regarding these areas.

Legal advisory services are one of the forms lawyer education in Russia, specializing in providing information in the field of jurisprudence.

Who provides these services

Advisory activities are carried out by intelligent professional consultants who provide services in the form of advice and clarification in various fields.

The consultants are:

Individuals.
Legal entities as:

Consulting;
legal;
Insurance;
Educational. What is - read in the publication at the link;
auditing companies.

Essential terms and parties to the contract

The contract for the provision of consulting services is related to paid contracts for the provision of services and is regulated by the relevant articles of the Civil Code of the Russian Federation. According to its wording, the parties to such an agreement are the customer and the contractor.

Each contract may have its own characteristics in connection with the specifics of the services provided, however, an essential condition of any contract is the subject of the agreement - the provision of services.

You will find out what a standard form of a contract for the provision of services looks like.

Form and details of the document

Choosing one or another form of agreement is the right to choose the participants in the transaction, however, it is necessary to enter the basic information in the document:

Parties to the transaction - indicate the names and details;
The subject of the agreement is the provision of a certain type of service;
Service cost;
Rights and obligations of the parties;
A responsibility;
Force majeure situations;
Other provisions;
Signatures of the participants indicating the transcript and date of compilation.

An example of filling out an agreement for the provision of consulting services.

Compilation Instructions

All the main points should be described in the document in as much detail as possible, this will secure the transaction and enable the participants in the process to cooperate normally.

In the subject of the contract, it is necessary to describe the type of services in as much detail as possible with their phased implementation.

In this case, it is impossible to establish the terms with the utmost accuracy, so, as a rule, they indicate from what date to what date consultations will be provided, or during what period - a month, a year, six months.

It is not necessary to indicate the cost of services, since it is charged in accordance with Art. 424 of the Civil Code of the Russian Federation, however, there are unique specialists who simply have no equal.

Civil Code of the Russian Federation Article 424. Price
1. The performance of the contract is paid at the price established by agreement of the parties.
In cases provided for by law, prices (tariffs, rates, rates, etc.) are applied, established or regulated by authorized government bodies and (or) bodies local government.
2. Changing the price after the conclusion of the contract is allowed in cases and on the conditions provided for by the contract, the law or in the manner prescribed by law.
3. In cases where the price is not provided for in the contract for compensation and cannot be determined on the basis of the terms of the contract, the performance of the contract must be paid at the price that, under comparable circumstances, is usually charged for similar goods, works or services.

Also, it will not be superfluous to indicate the order of calculation. The rights and obligations should clearly describe the result of the service received, how it should look like at the end of the task.

Important: the customer has the right to demand strict fulfillment of the task, and the contractor can even force him to accept the work and sign the acceptance certificate.

In the liability section, you can indicate that the parties bear it in accordance with the requirements of the law, or you can describe the amount of the penalty in case of violation of the clauses of the contract.

What could be the mistakes

Documentation should only be complete solution all controversial issues and reaching a compromise. There can no longer be any corrections in the contract, so it must clearly contain all the necessary types of services, scheduled in stages.

At the point of payment, when providing a calculation option, it must be taken into account that the provision of some services requires certain costs, and therefore an advance payment is required.

The contract must contain at least approximate terms, since the customer will not be able to claim compensation for the failure to meet the required performance dates in the future.

It must contain the details of both parties and their signatures. The document also accompanies the application package of documents:

Payment documents;
The act of accepting work;
Consultant's report;
Protocol of disagreements;
Ordering additional services.

The nuances of formation depending on the status of the performer

If the consultant required by the firm is individual, then the conclusion of an agreement with him is formed in a simple written form, the document must contain detailed information in the following paragraphs:

Subject of the contract;
Deadlines;
Calculation.

Such an agreement is a contract for the provision of services for a fee. In this case, the employer does not enter into an employment relationship with an individual.

Between enterprises, a document is concluded on cooperation, where one enterprise undertakes to provide another service in the field of consulting for a fee.
If the company has to contact the individual entrepreneur, then the contract can be concluded in:

simple form;
Oral - this form has certain risks, so if a serious approach to business is required, it is better to draw up a written agreement;
Notarized.

Payment for services

Payment is made in several ways:

With advance payment;
After the provision of services, according to the act of acceptance of work and according to the report of the contractor;
According to other conditions specified in the document.

Important: services can be paid according to a more flexible schedule, as well as according to high rates, if the work is unique, and the specialist has no equal.

Conclusion

The use of consulting services in the business world is in great demand, as competition forces business leaders to look for ways out of difficult situations and to raise the level of work of the managerial staff and the development of production as a whole.

In what order is the payment under the contract for the provision of consulting services - see this video:

AGREEMENT No. ____

ON THE PROVISION OF CONSULTATION SERVICES

Tyumen

"___" _____________ twenty__ G.

Hereinafter referred to as the "Customer" represented by _______________ acting on the basis of __________________, on the one hand, and _______________, hereinafter referred to as the "Contractor", represented by _______________ acting on the basis of _______________, on the other hand, and together referred to as the "Parties", have concluded this Agreement as follows:

1. The Subject of the Agreement

1.1. For real treaty in order to improve the management system of an enterprise or a group of enterprises Customer instructs, and Executor undertakes to provide a range of consulting services within the terms agreed by the Parties, while Customer undertakes to accept and pay for services at agreed prices.

1.2. The volume and content of the complex of consulting services is determined terms of reference , which are an integral part Agreements .

2. Algorithm of interaction of the parties

2.1.1. Customer forms for Artist Technical task for the performance of work of the next stage of the project, in which he indicates the type of services he needs, the requirements for their quality and terms of provision.

2.1.2. Executor evaluates the cost of services for the implementation terms of reference and makes its proposals regarding the quality of services, conditions and terms of their provision, payment procedure.

2.1.3. The parties are negotiating the terms of the implementation terms of reference , and, in case of mutual agreement, draw up Technical task as Applications which are an integral part of this Agreements and comes into force from the moment of signing by the Parties.

2.1.4 Payment for services Artist is made by prepayment of 100% of the cost of work of each stage after the signing of the relevant Applications.

2.1.5 Payment for services Artist is made by transferring funds to the current account Artist within 2 banking days from the moment of issuing the Invoice.

2.1.6. Technical task considered completed after signing Customer and Contractor The act of acceptance and delivery of services.

2.1.7. Customer within five days from receipt ofArtist notifications on the performance of works/services, accepts the results of the performed works/services with the participationArtist by: holding a joint workshop (the results of which are fixed by the protocol) and / or accepting the results of the current stage of the project, and / or presenting the results, as well as signing acts of acceptance and transfer of work / services performed for each technical assignment.

2.1.8. When deviations fromAgreements that worsen the result of the work, or other shortcomings in the workCustomer declares it immediatelyContractor in a written form.

2.1.9. Executor Customer Customer notification of the performance of work and two copies of the act of acceptance and transfer of work performed. 2.1.10. At the end of the projectCustomer sends in writingContractor opinion about the work/service performed in the form of a letter, gratitude, satisfaction/dissatisfaction questionnaire, etc.

3. Rights and obligations of the parties

3.1. Responsibilities Artist . 3.1.1. Start fulfilling the obligations assumed after receiving the advance payment in accordance with clause 2.1.4 Agreements . 3.1.2. Fulfill obligations under treaty quality and on time. 3.1.3. Ensure the safety of documents and the confidentiality of information received by him in the course of fulfilling obligations. 3.1.4. Give Customer at his request, information on the progress and results of the project. 3.1.5. In the event that circumstances are identified that impede the fulfillment of obligations under treaty on time, notify Customer . 3.1.6. Eliminate deficiencies in the work identified Customer within the time limits set Treaty . 3.1.7. Provide Customer a copy of the Order on the creation of a working group.
3.2. Responsibilities Customer . 3.2.1. Give Contractor all Required documents, materials and information to fulfill obligations under treaty . 3.2.2. Form a working group or appoint responsible persons in order to achieve the expected results ontreaty and assistanceContractor . 3.2.3. About pay services Artist in the manner prescribed by clause 2.1.4. Agreement. 3.2.4. Accept work for each terms of reference within Agreements on the basis of the act of acceptance and transfer of work performed, in accordance with section 2 Agreements .
3.3. Rights Artist . 3.3.1. Suspend work ontreaty in case of non-submissionCustomer the necessary information. 3.3.2. Engage third parties to fulfill obligations undertreaty within its value.
3.4. Rights Customer . 3.4.1. Claim fromArtist quality and timely fulfillment of obligations underAgreement. 3.4.2. Make recommendationsContractor by subject Agreements , which do not entail changes in the terms of reference, costAgreements and do not affect the technique and technology of executionContractor obligations undertreaty . 3.4.3. Refuse to performAgreements at any stage with compensationContractor the cost of actually rendered services and actually incurred expenses related to the executionAgreements . 3.4.4. Make proposals for changing the technical specifications fortreaty . 3.4.5. Supervise the progress of worktreaty by written and oral requests, direct presence at the place of fulfillment of obligations.

4. Quality standards

4.1. Executor fulfills obligations undertreaty based on their own methodological rules, recommendations and developments, using practical techniques and experience of foreign and Russian companies, theoretical knowledge and practical skills of activity, application best examples and samples. 4.2. Executor independently determines the technique and technology for the provision of services fortreaty . Customer not entitled to giveContractor binding instructions on these matters. 4.3. At the signing stageAgreements the parties stipulate the quality criteria by which the result of the work performed will be evaluated. 4.4. Internal control quality (working documents, draft management tools, conclusions, conclusions, the correctness of the algorithm for fulfilling obligations and its sequence) is carried out under the control of the project curator. External quality control of fulfillment of obligations undertreaty carries out Customer .

5. Change in the scope of work (additional scope) under the contract

5.1. If it turns out that in order to achieve the goals Agreements required to perform additional work not covered by the technical specifications, Executor guides Customer relevant written justification, and supplementary agreement and an estimate for the implementation of additional volumes of work if they exceed the total number of man/hours provided for in the terms of reference by more than 5%. In case of non-signing of an additional agreement and estimates or their non-return Customer within 5 working days, Executor has the right:

Suspend work, while Customer must accept everything done treaty ;

Perform work in the amount determined by the technical specifications, while Customer undertakes to accept these works, and subsequently he is not entitled to present Contractor requirements for the elimination of shortcomings caused by the non-fulfillment of additional volumes of work not provided for by the terms of reference.

5.2. Customer have the right to increase the volume and content of work ontreaty with subsequent payment if the additional amount of work exceeds 5% of the total man/hours specified in the current terms of reference fortreaty . An additional scope of work is formalized by an additional agreement totreaty . 5.3. The parties have the right to replace part of the content of the works with other works within the subjectAgreements , the number of man/hours set out interms of reference . Changes in the scope of work are formalized by an additional agreement totreaty .

6. The order of delivery of works

6.1. At the stage of delivery of work performed for eachterms of reference , the parties sign the act of acceptance and transfer.Customer reviews the results of each stage of the project within 5 working days, after which he submitsContractor a signed act of acceptance and transfer or comments on the work performed. 6.2. If there are comments on the results of the current stage of the projectExecutor eliminates the specified Customer shortcomings, and then re-directs Customer a report on the performance of work and two copies of the act of acceptance and transfer of work performed. 6.3. In case of non-signing Customer of the act of acceptance and transfer of performed works/services or its non-return within 5 working days after receipt of the acts, the act is accepted signed unilaterally, the works are considered actually accepted and executed properly. Provided that the signed acceptance certificate is not returned and there are no comments on time, the actual acceptance of the project results is considered to be: Customer protocols of workshops signed by the parties;- direction Customer the results of the execution of the terms of reference; - presentation of the results of the current stage of the projectCustomer ; - circumstantial evidence Thanksgiving letters, reviews, explanation of the results of the projectContractor Customer : its employees, members of the working group, responsible persons, etc.).

7. Cost of services

7.1. For the fulfillment of obligations under this Treaty and related Terms of Reference, Customer pays Contractor remuneration in the amount and in the manner prescribed Treaty and related Applications .

7.2. When changing the scope of work, the total amount of remuneration Artist determined by an additional agreement of the parties to treaty .

8. Payment procedure

8.1. Calculations for treaty are carried out in the manner prescribed by the relevant Applications .

8.2. Payment for services Artist made in non-cash form in foreign currency Russian Federation based on the invoice.

8.3. If a Customer did not pay for completed Contractor works/services in the established Treaty term, Executor enters into partnership with Customer in order to fulfill the overdue payment. Partnership interaction is not a mandatory pre-trial settlement of disputes.

8.4. Partnership interaction of the parties caused by non-payment Customer performed works/services Contractor , includes:

Organization Contractor telephone conversations with by the customer;

Initiation and implementation Contractor negotiations with by the customer;

Direction Contractor letters Customer on payment for work / services performed .

Direction Contractor Customer a written request for payment for the work/services performed under treaty .

8.5. In case of non-payment Customer performed works/services for treaty within two months from the date of payment obligations, Executor terminates partnership and proceeds to protect its economic interests in the manner prescribed by law (submission statement of claim, seizure of property, etc.).

9. Privacy

The parties undertake to maintain strict confidentiality of information obtained in the course of execution Agreements and accept all possible measures to protect the received information from disclosure.

10. The procedure for resolving problematic fields

10.1. If during the interaction of the parties on treaty Contractor Customer (employee, member of the working group) in the form of failure to provide the requested documents, lack of assistance in obtaining information, etc., the project curator sends Customer a letter with a request to eliminate the identified obstacles to interaction.

Customer eliminates identified Contractor Customer with statements Artist The parties agree on ways of further cooperation. If it is impossible to further fulfill obligations under treaty , Treaty is terminated.

10.2. If during the interaction of the parties on treaty Customer refusal (avoidance) of interaction on the part of Artist (member of the working group, project manager), Customer sends a letter Contractor with a request to remove the identified obstacles to interaction.

Executor eliminates identified Customer obstacles to interaction, and in case of disagreement Artist with statements Customer The parties agree on ways of further cooperation.

10.3. If Customer dissatisfied with the quality of the project results, these relationships are regulated by clause 6.2 Agreements .

10.4. If a Customer is not satisfied with the quality of the process of performing works / services, he has the right to declare this Contractor . Executor in turn takes measures to eliminate the identified Customer comments, including applying the measures provided for by internal local acts to the members of the working group.

10.5. If the parties did not agree on the issues listed in paragraph 3.2.4 Agreements , Treaty may be terminated. In this case Customer assumes the actual costs incurred Artist associated with the fulfillment of obligations under treaty .

11. Force - majeure circumstances

11.1. The parties are released from liability for partial or complete failure to fulfill obligations under treaty if this failure was the result of force majeure circumstances that arose after the conclusion Agreements as a result of events of an extraordinary nature, which the parties could neither foresee nor prevent by reasonable measures.

11.2. In the event of a force majeure event Agreements is suspended. After the termination of the force majeure circumstances, the parties resume the performance of obligations under treaty .

11.3. If force majeure circumstances continue for more than three months, each of the parties has the right to refuse further fulfillment of obligations under treaty .

11.4. The party referring to force majeure circumstances is obliged, within two working days after their occurrence, to notify the other party in writing of the occurrence of such circumstances.

11.5. Proper evidence of the existence of force majeure circumstances and their duration will be certificates issued by the competent authorities.

11.6. Failure to notify or untimely notification of the parties about the occurrence of force majeure circumstances and (or) their consequences deprives the guilty party of the right to refer to these circumstances.

12. Final provisions

12.1. Relations between the parties not settled Treaty are governed by applicable law.

12.2. Disputes over treaty considered in the manner prescribed by law. If no agreement is reached, the dispute will be referred to the Court of Arbitration Tyumen.

12.3. Treaty drawn up in 2 copies, having the same legal effect, one copy for each side.

12.4. Applications to treaty :

Terms of Reference No. 1.

13. Addresses and details of the parties

13.1. Customer: _______________

Legal address: _______________

Mailing address: ________________

Tel/fax: _______________

TIN: ______________ Checkpoint: ______________ OGRN: ___________________

R/s: _______________

in _______________ BIC: ______________ K/s: _______________

13.2.Executor : _______________