Standard outsourcing agreement. Outsourcing agreement and sample form Outsourcing agreement for computer maintenance

Outsourcing is a very promising and growing business area.
In recent years, more and more business leaders are thinking about saving money and time spent in some areas of their business.

For example, it is easier not to hire a full-time accountant for an organization on a full decent salary and a full working day.

And transfer the accounting to qualified specialists who will conduct accounting directly in their office and receive payment stipulated by the outsourcing agreement concluded between the enterprise and the company providing accounting services.

Convenient, high quality and reduces some costs.

You can outsource accounting services, as we gave as an example above, transport services, translation, security, maintenance of equipment and computers, with software.

Outsourcing agreement

Like any agreement concluded between persons, and services under an outsourcing agreement can be provided by legal entities, it must be concluded in writing.

The difference between outsourcing and simply provided services is not the one-time or short-term use of this type of service, but on a long-term basis, which ensures high-quality and uninterrupted operation of the transferred department.

When drawing up a contract, the parties must include the following information in the text:

Name of the parties. Since the parties are legal entities, it is necessary, in addition to the names of organizations, to indicate the persons who act on their behalf.
Subject of the agreement. This section of the contract should list what will be included in the IT outsourcing services.
Contract time.
Since in this case we are considering IT support, the contractor will accordingly be able to gain access to data that represents the trade secret of the enterprise. Therefore, it is advisable to discuss non-disclosure of the information received.
Rights and obligations of the parties.
Payments under the contract.
Dispute resolution.
Actions under force majeure circumstances.
Other conditions.
Addresses and signatures of the parties to the agreement.

IT outsourcing contract services

The contract for the provision of IT services, either in the text itself or in an appendix to it, should list the functions that the contractor must perform.

An IT service agreement can be concluded for the following services:

Support and maintenance of the organization's website.
Computer support.
Use of software products.
Also, an IT outsourcing agreement may include subscription services for computers. This is the most frequently used product, representing a wide range of services: from setting up equipment to training staff.

for the provision of services

St. Petersburg "__" _________ 20___

LLC "FIRST SERVICE PROVIDER", hereinafter referred to as the "Contractor", represented by General Director Klimov Sergey Arkadyevich, acting on the basis of the Charter, on the one hand, and LLC "????????", hereinafter referred to as the "Customer" ", in the face?????????? on the other hand, when referred to jointly, the referred to Parties have entered into this agreement (hereinafter referred to as the Agreement) on the following:

SUBJECT OF THE AGREEMENT

1.1 The Customer instructs and pays, and the Contractor undertakes to provide the services (hereinafter referred to as the Services) listed in Appendix No. 1 to this Agreement during the term of the Agreement.

1.2 The Contractor can provide advice on the use of information technology.

COST OF SERVICES AND PAYMENT PROCEDURE

2.1. The total cost of services under the contract is indicated in the specification (Appendix No. 1)

2.2. For the Services provided by the Contractor in accordance with this Agreement, the Customer shall pay in accordance with the invoices issued by the Contractor. Payment is made by the Customer in rubles within 10 (ten) banking days from the date of invoice.

2.3. If the Customer wishes to receive additional services or puts forward special requirements not provided for in this Agreement, the issue of the nature of the services, the cost of payment and the period of provision is resolved by the parties by mutual agreement by drawing up an additional Agreement to this Agreement.

RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Rights and obligations of the Contractor:

3.1.1. The Contractor undertakes to ensure the proper quality of the services provided.

3.1.2. The Contractor undertakes to provide the Customer, upon his request, with all information relating to the execution of this Agreement;

3.1.3. The performer has the right:

— demand and receive from the Customer all necessary documents (work completion certificates);

— to involve, with the consent of the Customer, any individuals and legal entities in the execution of this Agreement for the purpose of timely and high-quality fulfillment of obligations under this Agreement, for the actions of which the Contractor is responsible as for his own;

— demand payment for services rendered within the time limits established by this Agreement;

— in case of delay in payment for more than 15 days, in the absence of motivated objections or claims regarding the quality of services on the part of the Customer, suspend the fulfillment of obligations under this Agreement with mandatory preliminary notification to the Customer at least 5 days in advance. The Contractor is responsible for damage caused to the Customer in the event of an unreasonable (including in violation of the established procedure) suspension of the provision of services to the Customer.

3.2.Rights and obligations of the Customer:

3.2.1. The Customer undertakes to pay for services in the manner, within the terms and in the amount established by this Agreement, subject to the conditions for delivery and acceptance of services;

3.2.2. The Customer undertakes to accept reports, letters, certificates and other materials from the Contractor regarding the subject of this Agreement;

3.2.3. The Customer undertakes to accept the Contractor's services provided and sign acceptance certificates for the services provided, subject to their proper execution.

3.2.4. The Customer has the right to receive explanations from the Contractor (orally or in writing at the Customer’s request) related to the provision of services.

RESPONSIBILITY OF THE PARTIES

4.1. The party that fails to fulfill or improperly fulfills its obligations under this Agreement is obliged to compensate the other party for the losses caused by this.

4.2. The maximum amount of the Contractor's liability for actual damage is limited to a monetary amount equal to the cost of the Contractor's services to be provided to the Customer in the month the actual damage occurred. The Contractor is not liable to the Customer for indirect losses (lost profits).

4.3 The Contractor is not liable to the Customer for damage of any kind incurred by the Customer due to the loss and/or disclosure of his Login and Password.

4.4. Payment of penalties, penalties, fines or interest does not relieve the parties from fulfilling their obligations under this Agreement, as well as from compensation for losses caused to the other party.

4.5. In case of delay in payment by the Customer for more than 15 calendar days in the absence of motivated objections or claims regarding the quality of services on the part of the Customer, the Contractor has the right to require the Customer to pay a penalty in the amount of 1% of the cost of service in accordance with clause 2.1.1 of this Agreement for each day delays, but not more than 30% of the cost of the violation.

4.6. The Contractor is financially liable for any damage caused to the Customer as a result of the actions of the Contractor or third parties involved by the Contractor in providing services or performing work under this Agreement.

4.7. If the Customer involves a third party to fulfill obligations under this Agreement, without the written consent of the Contractor, the Contractor shall not be liable for the consequences arising from these actions of third parties.

4.8. In all other cases of non-fulfillment or improper fulfillment of the terms of this Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

FORCE MAJEURE CIRCUMSTANCES

5.1. The parties are released from liability for complete or partial failure to fulfill obligations under this agreement if it was a consequence of force majeure circumstances, if these circumstances affected the performance of this Agreement.

5.2. In the event of the occurrence of force majeure circumstances, the period for fulfilling obligations under this Agreement is postponed in proportion to the time during which such a circumstance was in effect. If these circumstances can last more than three calendar months, then each of the Parties has the right to unilaterally terminate this Agreement. In this case, both parties lose the right to compensation for losses incurred by them.

PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES

6.1. At the beginning of each month, the Customer pays for services according to the invoice issued by the Contractor for the upcoming period. The contractor receives monthly reports on the provision of services.

6.2. The Customer, no later than 5 (five) working days from the date of receipt of the Certificate of Acceptance of Services Rendered, is obliged to send the Contractor a signed Certificate of Acceptance of Services Rendered or motivated objections in writing.

6.3. If the Contractor accepts written objections, the parties draw up a bilateral Act with a list of necessary improvements and deadlines for their implementation.

6.4. During the provision of services, the Contractor, based on analysis of the information received and familiarization with the submitted documents, has the right to request from the Customer additional documents and other information that the Customer has.

CONFIDENTIALITY

7.1. When executing the Agreement, the Parties will take all necessary measures to protect each other’s trade secrets.

7.2. A party to this Agreement, guided by the provisions of the Federal Law “On Trade Secrets” dated July 29, 2004 No. 98-FZ, independently determines methods of protecting information constituting a trade secret transferred to it under this Agreement.

7.3. For the purposes of this agreement, confidential information means any information that has become known to the Contractor in connection with the provision of services under this agreement and gaining access to the Customer’s software and hardware complex, regardless of its form, content or designation, except in cases where the information:

was lawfully received and known to the recipient before the moment of their disclosure by the second party;
is generally known or can be easily obtained legally by any third party in the ordinary course of business in the field of computer development, process development, programming;
without any restrictions, one of the parties is brought to the attention of any third party, company or entity;
independently prepared by the Contractor without any reference to the confidential information provided;
is currently publicly available, or may be lawfully obtained by one of the parties from any third party.

7.4. The parties undertake to store confidential information and other information that becomes available during the execution of this agreement for 5 (Five) years. Any use, distribution or use of such information can only be carried out with the written consent of the other party. If one of the parties to the agreement (or any of its affiliates) allows the disclosure of confidential information in violation of this agreement, the party that committed such a violation, at the request of the other party, undertakes to pay a fine in the amount of ten times the Contractor’s remuneration in accordance with clause 2.1. of this Agreement, as well as compensate for losses caused by such distribution to the other party.

7.5. The Contractor has the right to disclose information received in connection with the execution of this Agreement in cases established by the Federal Law “On Trade Secrets” dated July 29, 2004 No. 98-FZ, and only on the basis of official written requests (demands) of government authorities authorized to request such information, or on the basis of a court decision with mandatory notification of this to the Customer.

CLAIMS. DISPUTE SETTLEMENT PROCEDURE

8.1. Claims may be submitted by the Customer to the Contractor regarding the quality and timing of services provided within the time frame in accordance with this Agreement.

8.2. The Parties will strive to resolve all controversial issues related to the execution of this Agreement through negotiations.

8.3. In case of failure to resolve disputes and disagreements through negotiations, the resolution of disputes and disagreements is carried out in the Arbitration Court of the city of St. Petersburg and the Leningrad Region in the manner established by the current legislation of the Russian Federation.

CONTRACT TIME

9.1. This Agreement comes into force from the moment of signing and is concluded for a period until December 31, 2017. The rights and obligations provided for in this Agreement apply to the Parties from the moment it is signed by authorized representatives of the Parties.

9.2. After the expiration of this Agreement, if the Parties continue to comply with its terms, the agreement is considered renewed for an indefinite period on the terms that are in force at the time of renewal, taking into account additions and changes regarding payment of remuneration in accordance with clause 2.1.

9.3. Each Party has the right to terminate the agreement by notifying the other Party one calendar month in advance.

PROCEDURE FOR TERMINATION OF THE AGREEMENT

10.1. The parties have the right to terminate this Agreement before the expiration of the specified period by mutual agreement.

10.2. The Customer has the right to terminate this Agreement with the Contractor unilaterally by paying the Contractor for services actually rendered, notifying the Contractor of the termination of this Agreement at least one month in advance.

10.3. Upon termination or expiration of the Agreement, the Contractor undertakes, within 3 (three) business days, to transfer or send to the Customer those at its disposal, as well as all materials in its possession relating to the execution of this Agreement, including transfer on a separate medium provided by the customer, the latest copy of the 1C database with all data and information at the time of termination of this agreement.

PROCEDURE FOR CHANGING AND ADDING TO THE AGREEMENT

11.1. Any changes and additions to this Agreement are valid only if they are confirmed by the parties in writing and signed by officially authorized representatives of the parties.

FINAL PROVISIONS

12.1. All Appendices to this Agreement are an integral part of it.

12.2. Negotiations and correspondence preceding the signing of this Agreement lose legal force at the moment of its signing.

12.3. This Agreement, as well as annexes, additional agreements, comments, protocols, correspondence, claims and other documents on issues related to this Agreement, may be transmitted by the Parties by fax or e-mail with the obligatory subsequent provision of originals.

12.4. The transfer by the Parties of originals (copies) of documents under this Agreement is formalized by the Certificate of Acceptance and Transfer of Documents.

12.5. This Agreement is signed in two copies having equal legal force, one original copy for each of the parties

12.6. If addresses, bank or other details change, the parties immediately inform each other about this.

12.7. In all other respects not provided for in this Agreement, the parties are guided by the current legislation of the Russian Federation.

for the provision of services

St. Petersburg "__" _________ 20___

SUBJECT OF THE AGREEMENT

1.2 The Contractor can provide advice on the use of information technology.

COST OF SERVICES AND PAYMENT PROCEDURE

2.1. The total cost of services under the contract is indicated in the specification (Appendix No. 1)

RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Rights and obligations of the Contractor:

3.1.1. The Contractor undertakes to ensure the proper quality of the services provided.

3.1.2. The Contractor undertakes to provide the Customer, upon his request, with all information relating to the execution of this Agreement;

3.1.3. The performer has the right:

— demand and receive from the Customer all necessary documents (work completion certificates);

— demand payment for services rendered within the time limits established by this Agreement;

3.2.Rights and obligations of the Customer:

3.2.1. The Customer undertakes to pay for services in the manner, within the terms and in the amount established by this Agreement, subject to the conditions for delivery and acceptance of services;

3.2.2. The Customer undertakes to accept reports, letters, certificates and other materials from the Contractor regarding the subject of this Agreement;

3.2.3. The Customer undertakes to accept the Contractor's services provided and sign acceptance certificates for the services provided, subject to their proper execution.

3.2.4. The Customer has the right to receive explanations from the Contractor (orally or in writing at the Customer’s request) related to the provision of services.

RESPONSIBILITY OF THE PARTIES

4.1. The party that fails to fulfill or improperly fulfills its obligations under this Agreement is obliged to compensate the other party for the losses caused by this.

4.3 The Contractor is not liable to the Customer for damage of any kind incurred by the Customer due to the loss and/or disclosure of his Login and Password.

4.8. In all other cases of non-fulfillment or improper fulfillment of the terms of this Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation.

FORCE MAJEURE CIRCUMSTANCES

PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES

6.3. If the Contractor accepts written objections, the parties draw up a bilateral Act with a list of necessary improvements and deadlines for their implementation.

CONFIDENTIALITY

7.1. When executing the Agreement, the Parties will take all necessary measures to protect each other’s trade secrets.

was lawfully received and known to the recipient before the moment of their disclosure by the second party;
is generally known or can be easily obtained legally by any third party in the ordinary course of business in the field of computer development, process development, programming;
without any restrictions, one of the parties is brought to the attention of any third party, company or entity;
independently prepared by the Contractor without any reference to the confidential information provided;
is currently publicly available, or may be lawfully obtained by one of the parties from any third party.

CLAIMS. DISPUTE SETTLEMENT PROCEDURE

8.1. Claims may be submitted by the Customer to the Contractor regarding the quality and timing of services provided within the time frame in accordance with this Agreement.

8.2. The Parties will strive to resolve all controversial issues related to the execution of this Agreement through negotiations.

CONTRACT TIME

9.3. Each Party has the right to terminate the agreement by notifying the other Party one calendar month in advance.

PROCEDURE FOR TERMINATION OF THE AGREEMENT

10.1. The parties have the right to terminate this Agreement before the expiration of the specified period by mutual agreement.

PROCEDURE FOR CHANGING AND ADDING TO THE AGREEMENT

11.1. Any changes and additions to this Agreement are valid only if they are confirmed by the parties in writing and signed by officially authorized representatives of the parties.

FINAL PROVISIONS

12.1. All Appendices to this Agreement are an integral part of it.

12.2. Negotiations and correspondence preceding the signing of this Agreement lose legal force at the moment of its signing.

12.4. The transfer by the Parties of originals (copies) of documents under this Agreement is formalized by the Certificate of Acceptance and Transfer of Documents.

12.5. This Agreement is signed in two copies having equal legal force, one original copy for each of the parties

12.6. If addresses, bank or other details change, the parties immediately inform each other about this.

12.7. In all other respects not provided for in this Agreement, the parties are guided by the current legislation of the Russian Federation.

Agreement for the provision of services in the field of information technology (IT)

№ _____________

Moscow "__" ________ 20__

LLC "_____________", hereinafter referred to as the "Contractor", represented by the General Director __________, acting on the basis of the Charter, on the one hand, and

LLC "_________", hereinafter referred to as the "Customer", represented by the General Director _______________________, acting on the basis of the Charter, on the other hand, entered into this Agreement (hereinafter referred to as the "Agreement") as follows:

1. SUBJECT OF THE AGREEMENT

1.1.Under this Agreement, the Contractor undertakes to provide the Customer, on its own or by engaging third parties, with information technology services necessary for the Customer to carry out the activities of the Central Office and its restaurants, and the Customer undertakes to pay for the services provided by the Contractor.

1.2. The Contractor provides consulting services aimed at providing communication services to the Customer's Central Office and restaurants.

1.3. The Contractor also provides the services specified in Appendix No. 1 to this agreement. The cost of services specified in Appendix No. 1 to this agreement is indicated in Appendix No. 1.

1.4. The procedure for providing services is described in Appendix No. 2 to this agreement.

1.5. If it is necessary for the Contractor to provide the Customer with additional services not specified in this Agreement, the Parties sign an Additional Agreement to this Agreement, which defines the services to be provided, the procedure and terms for their provision, the procedure, terms and amount of payment. All Additional Agreements signed by the Parties will be integral parts of this Agreement.

2. OBLIGATIONS OF THE PARTIES TO THE AGREEMENT

2.1. The Contractor undertakes:

2.1.1. provide services under this agreement in a timely manner and in full;

2.1.2. provide the Customer with Service Provision Certificates;

2.1.3. not to use the information provided by the Customer for purposes unrelated to the fulfillment of its obligations under this Agreement;

2.1.4. immediately inform the Customer about the impossibility of fulfilling obligations under the Agreement.

2.2. The customer undertakes:

2.2.1. pay in a timely manner and in full for the services provided by the Contractor under this Agreement;

2.2.2. timely accept the results of services provided;

2.2.3. create conditions for the Contractor for the timely and complete provision of services, provide at the Contractor’s request clarifications and explanations orally and in writing;

2.2.4. at the request of the Contractor, the Customer undertakes (if technically possible) to provide the Contractor (the Contractor's employees) with vehicles in order for the Contractor to fulfill its obligations under this Agreement.

3. PROCEDURE FOR PROVIDING SERVICES

3.1. The fact of provision of services under this Agreement is confirmed by the Certificate of Provision of Services, prepared by the Contractor on a monthly basis and signed by the Parties to the Agreement.

The Customer is obliged to sign the Certificate of Provision of Services, send a signed copy to the Contractor within 5 (five) days from the date of submission of this Certificate by the Contractor, or submit a reasoned refusal to sign the Certificate.

If the Customer does not send a signed copy of the Certificate to the Contractor within the specified period (or a reasoned refusal to sign the Certificate), the services will be considered properly provided by the Contractor and subject to payment.

4. PRICE OF THE CONTRACT AND PAYMENT PROCEDURE

4.1. The cost of services provided by the Contractor is ______ (___) rubles per year.

4.2. The Customer pays for the Contractor's services in the following order.

4.2.1. Within a period of no more than ____ (____) days after the conclusion of this agreement, the Customer pays the Contractor ______ (____) rubles.

4.2.2. Quarterly, the Customer pays the Contractor ___ (___) rubles, no more than 10 (ten) days after the end of the corresponding quarter.

4.3. At the end of each month of provision of services, the Parties sign a Certificate of Provision of Services for the month. The Certificate of Services Rendered for the month indicates the cost of services provided.

4.4. The cost of the services specified in Appendix No. 1 to this agreement is indicated in Appendix No. 1. The customer pays for the services specified in Appendix No. 1 to this agreement on a monthly basis on the basis of the Services Acceptance Certificate signed at the end of each month. The Service Acceptance Certificate indicates the list of services provided, the amount of time spent on providing services, as well as the cost of services provided in the corresponding month.

The Customer is obliged to make payment for services within no more than 10 (ten) days from the moment the Parties sign the Service Acceptance Certificate.

4.5. The planned level of volume of services provided in accordance with Appendix No. 1 provides for the performance of work with a total duration of up to 50 (fifty) hours per month.

If the planned level is exceeded by more than 25% (twenty-five percent), the Contractor may invite the Supplier to accordingly revise the planned volume of services established in Appendix No. 1, the amount of the monthly fixed payment and service parameters. If in this case the Parties do not come to an agreed decision on revising the terms of service, the Contractor may refuse to fulfill requests for service in excess of the established planned level.

5. RESPONSIBILITY OF THE PARTIES TO THE AGREEMENT

5.1. In case of non-fulfillment or improper fulfillment of obligations under the Agreement, the Parties shall be liable in accordance with current legislation and the Agreement.

5.2. In case of delay by the Customer in paying the remuneration to the Contractor, the Customer is obliged, at the written request of the Contractor, to pay him a penalty at the rate of 0.1% of the overdue amount for each day of delay

5.3. The Parties are not responsible for non-fulfillment or improper fulfillment of their obligations under the Agreement if such non-fulfillment or improper fulfillment was the result of force majeure circumstances beyond the reasonable control of the Parties (force majeure circumstances), including natural disasters, wars, armed conflicts, mass riots, etc.

In the event of the occurrence of force majeure circumstances, the Party that does not fulfill this Agreement due to the occurrence of these circumstances is obliged, within 5 (five) calendar days after the commencement of their effect, to notify the other Party in writing of the occurrence of force majeure circumstances, as well as of their termination, otherwise, this Party loses the right to refer to such circumstances as a basis for exemption from liability.

5.4. The Parties are responsible for the disclosure of confidential information of the other Party that became known to them in connection with the execution of this Agreement in the amount of losses incurred by the other Party in connection with the disclosure of such information.

6. PROCEDURE FOR CHANGING AND TERMINATING THE AGREEMENT

6.1. The Agreement may be amended or terminated by mutual agreement of the Parties by concluding the appropriate Additional Agreement.

6.2. The agreement may be amended or terminated in other cases provided for by the current legislation of the Russian Federation.

7. TERM OF THE AGREEMENT

7.1. The Agreement comes into force upon signing by the Parties and is valid until December 31, 2010.

8. DISPUTE RESOLUTION

8.1. All disputes and disagreements between the Parties arising from the Agreement, if they are not resolved by the Parties through negotiations, are referred to the Moscow Arbitration Court.

9. OTHER CONDITIONS

9.1. Any information about the commercial and/or financial position of the Parties and/or the terms of this Agreement is considered confidential and is not subject to disclosure.

9.2. All annexes to this Agreement are drawn up in writing, are an integral part of it and are signed by both Parties.

9.3. Any changes and additions to this Agreement acquire legal force if they are made in writing and signed by authorized representatives of both Parties.

9.4. The parties are obliged to immediately notify each other of any changes in postal and payment details, name and legal form, change of authorized managers, etc. Actions taken at old addresses and accounts before notification of their changes are received are considered proper fulfillment of obligations.

9.5. When resolving all issues not specifically provided for in this Agreement, the parties will be guided by the current legislation of the Russian Federation.

10.LEGAL ADDRESSES AND DETAILS OF THE PARTIES

________________ "____"__________201__

Hereinafter referred to as the “Customer”, represented by ______________, acting on the basis of ____________, on the one hand, and _____________, represented by _____________, acting on the basis of the Charter, hereinafter referred to as the “Contractor”, on the other hand, have entered into this Agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. This Agreement was concluded in order to optimize the functioning of the Customer by concentrating his efforts on conducting his core business.

1.2. The subject of this Agreement is the transfer by the Customer to the Contractor of non-core functions in the manner and on the terms established by this Agreement.

The list of non-core functions transferred by the Customer to the Contractor (hereinafter referred to as the “List of Functions”) is contained in Appendix No. 1, which is an integral part of this Agreement.

1.3. The Customer instructs, and the Contractor assumes the obligation to perform in the interests of the Customer the non-core functions of the Customer transferred to him under this Agreement in accordance with the List of Functions (hereinafter referred to as “services”).

1.4. For the provision of services under this Agreement, the Customer pays the Contractor a remuneration in the amount, manner and terms established by this Agreement.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Contractor undertakes:

2.1.1. Provide services to the Customer in accordance with the terms of this Agreement.

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

2.1.3. Provide services to the Customer personally or with the involvement, if necessary, of specialized third-party organizations.

2.1.4. To cooperate in the provision of services under this Agreement with other contractors of the Customer who provide him with services on related issues of the subject of this Agreement.

2.1.5. Before the ___ day of each month, provide the Customer with monthly written reports on the progress of the provision of services under this Agreement.

2.1.6. Provide the Customer with materials and conclusions in electronic form on magnetic media, and, if necessary, written materials and conclusions.

2.1.7. Provide, if necessary, 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. Pay for the Contractor's services in the manner, terms and conditions of this Agreement.

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

2.2.3. Sign Service Provision Certificates with the Contractor in a timely manner.

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 required information is provided.

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

2.4. The customer has the right:

2.4.1. Receive services from the Contractor in accordance with this Agreement.

2.4.2. Receive reports, materials and documents from the Contractor in accordance with this Agreement.

2.5. The provision of services not specified in the List of Functions is formalized by an additional agreement of the Parties and is paid separately and additionally.

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

2.7. All materials of the Contractor, including various certificates, conclusions, documents, etc., both in writing and on magnetic media, compiled by the Contractor in the performance of obligations under this Agreement, are confidential information of the Customer (except for the information listed in Art. 5 of the Federal Law of July 29, 2004 N 98-FZ “On Trade Secrets”) and cannot be disclosed to third parties without the written consent of the Customer.

3. PROCEDURE FOR EXECUTION OF THE AGREEMENT

3.1. The Contractor provides the Customer with monthly 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.

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

3.3. Reports are provided by the Contractor by the ___ day of the month following the reporting month. The Service Provision Certificate is drawn up and signed by the Parties within ___ (______) business days from the date the report is provided.

3.4. When providing services not specified in the List of Functions, the Contractor provides the Customer with an additional report and the Parties sign an additional Certificate of Provision of Services, which confirms the provision of additional services by the Contractor to the Customer.

4. PAYMENT PROCEDURE

4.1. The Contractor's remuneration is _______ (_________) rubles, including VAT in the amount of _____ (________) rubles.

4.2. The remuneration is paid monthly before the ___ day of the current month.

4.3. The remuneration is paid by transferring the amount specified in clause 4.1 to the Contractor’s bank account.

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

5. RESPONSIBILITY OF THE PARTIES

5.1. For failure to fulfill or improper fulfillment of its obligations under this Agreement, the guilty Party shall pay the other Party a penalty in the amount of ___% (__________ percent) of the amount of unfulfilled obligations for each day of delay in performance.

5.2. For failure to fulfill or improper fulfillment of their obligations under this Agreement, the Parties bear other liability in accordance with the current legislation of the Russian Federation.

5.3. Neither Party will be responsible for the complete or partial failure of the other Party to fulfill its obligations if the 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 and that impede the implementation of this Agreement and that arose after the conclusion of the Agreement.

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.

5.4. The Party for which it has become impossible to fulfill its obligations under the Agreement is obliged, no later than 5 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 that may arise between the Parties will be resolved through negotiations.

6.2. If controversial issues are not resolved during negotiations, the disputes are subject to consideration in the Arbitration Court __________________________.

7. TERM OF THE AGREEMENT

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

7.2. This Agreement may be terminated at any time at the initiative of each Party with mandatory notification to the other Party ____ (_____) business days before its termination.

7.3. If neither Party declares its desire to terminate this Agreement ___ (______) days before the expiration date, this Agreement is considered extended for the next _______ on the same terms.

7.4. All changes and additions to this Agreement, as well as its termination, 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 annexes 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 of the Parties.