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Exhibit 10.37
Translation from Russian
CONTRACT
ON LABORATORY RESEARCH
March 24, 2000 Khabarovsk
FGUGGP "KhabarovskGeologiya" (the "Performer"), represented by Xx. X.
Xxxxxx, its General Director, acting on the basis of its Charter, and ZAO
"Tas-Yurjah" Mining Company (the "Client"), represented by Xx. X. Xxxxxxxx, its
General Director, acting on the basis of its Charter, have entered into this
Contract with respect to the following:
1. SUBJECT OF THE CONTRACT
The Client assigns and the Performer accepts an assignment on conducting
the following tests:
1.1 Grinding and abrasion of samples up to 0,074 mm (200 bags);
1.2 Spectral gold-metric analysis -- V category of accuracy;
1.3 Spectrum analysis -- V category of accuracy;
1.4 Assay analysis -- III category of accuracy.
2. PARTIES' OBLIGATIONS
2.1 The Client shall:
2.1.1 Ensure the delivery of core samples -- 4,000 pieces, according to a
schedule coordinated with the Performer;
2.1.2 Observe requirements of OST-41-08-249-85 while transferring samples to
the Performer.
2.1.3 Take out the samples from the Performer's warehouse within three months
after completion of the tests;
2.1.4 Pay for the work done by the Performer in accordance with Section 3 of
this Contract.
2.2 The Performer shall conduct the tests:
2.2.1 According to the schedule coordinated with the Client (Attachment 1 to
this Contract);
2.2.2 In accordance with the analytical methods, GOSTs and OSTs accepted by
the Central Laboratory.
2.3 The tests' results shall be submitted to the Client either after
completion of the tests or by completion of certain tests' stages, as
coordinated with the Client.
2.4 The Performer shall consult and provide methodological help to the
Client with respect to the tests.
3. COSTS AND PAYMENTS
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3.1 The cost of the Contract (in prices in effect as of April, 2000) is
434,344 (four hundred thirty-three thousand three hundred forty-four)
rubles, including VAT (20% - 72,391 rubles).
3.2 The cost is calculated in accordance with CCH, issue 7, and can be
re-calculated quarterly, depending on the price-index changes.
3.3 Prior to the commencement of the tests, the Client shall transfer to the
Performer's bank account no less than 50% of the cost of the Contract.
The final costs shall be determined in accordance with the work actually
done by the Performer. Within 10 days after the acceptance of the work,
the Client shall pay the Performer the cost of the Contract minus the
sum of an advance (already paid).
3.4 For each completed test the Performer shall issue an Act of Acceptance,
in two copies. Within 3 (three) days the Client shall sign both copies
of the Act and return one signed copy to the Performer. If the Client
disagrees with the Act, the Client shall within three days submit its
claim to the Performer. Within 10 (ten) days after receiving the
Client's claim, the Parties shall resolve their disagreements.
3.5 For each day of a delayed payment the Client shall pay a fine in the
amount of 0.3% of the delayed payment.
4. PARTIES' RESPONSIBILITIES
4.1 If the Client failed to follow the requirements of OST-51-08-249-85
while submitting the samples to the Performer, the Performer has the
right to refuse acceptance of the samples until all discrepancies are
removed.
4.2 If the Client does not deliver the samples, or if the Client cancels the
Contract (or part of it) and these actions have no connection with the
violation of the Contract by the Performer, the Performer has the right
to demand compensation for all damages sustained by the Performer, and
payment of a fine in the sum of 0.6% of the value of the part of the
non-performed tests. The Performer has the right to re-negotiate the
test schedule if the Client violates the terms of the samples' delivery.
4.3 If the laboratory tests are defective due to the Performer's fault, the
Performer shall correct the tests.
4.4 If the Performer is responsible for not completing the laboratory tests
on time, as is indicated in the schedule coordinated with the Client,
the Performer shall pay a fine in the sum of 0.6% of the costs of the
tests not completed on time.
4.5 If the Client violates the terms of payments (paragraph 3.3 above) the
Performer has the right to extend the term of the completion of the
tests but no longer than for one month, and transfer to the Client the
results of laboratory tests only after the full payment is received by
the Performer.
4.6 All conflicts under this Contract shall be resolved in accordance with
the current Russian legislation.
4.7 All tests results are considered a confidential information and can be
used only by the Client.
5. TERM OF THE CONTRACT. PARTIES' LEGAL ADDRESSES
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5.1 This Contract is valid from May 1, 2000 through December 31, 2000.
5.2 This Contract can be amended, modified or terminated prior to its
expiration by a mutual agreement of the Parties.
5.3 All changes, modifications and early termination of this Contract shall
be executed as Amendments to this Contract.
5.4 Parties' legal addresses and banking information:
Signatures
The Performer: Xxxxxx M.T. The Client: Xxxxxxxx V.A.
/s/ Xxxxxx M.T. /s/ Xxxxxxxx X.X.
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THE PIONEER GROUP, INC.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-1820
000-000-0000
[PIONEER LOGO]
The undersigned hereby certifies that the translation of the Contract on
Laboratory Research dated as of March 24, 2000 by and between FGUGGP
"KhabarovskGeologiya" and Closed Joint-Stock Company "Tas-Yurjah" Mining Company
to which this certification is attached is a fair and accurate translation of
the original document executed in Russian.
Dated: June 9, 2000
/s/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
Title: Vice President and Assistant
General Counsel, The Pioneer Group,
Inc.