EXHIBIT 10.8
AGREEMENT # 474/2 ON PROVISION OF SERVICES
Moscow , 12th of January, 2005.
Limited Liability Company "Deylis-M" (hereinafter referred to as "the
Executor"), represented by Tikhonov A.U., vice-president, acting in accordance
with power of attorney of 01.04.04, on one hand, and IPORUSSIA Inc. (hereinafter
referred to as "the Company"), represented by Xxxxxxxxx X.X., acting in
accordance with power of attorney of 18.12.04, on the other hand, conclude this
Agreement concerning the following:
1. SUBJECT OF AGREEMENT
1.1. The Executor commits himself to provide the Company with his services
(based upon the list of services included in this Agreement), and the Company
agrees to accept and compensate the costs of services provided.
1.2. The range of services provided by the Executor in the premises of his
office center includes:
1) constant services:
- Technical support of all property leased to the Company by the contract
of tenancy.
- Organizing check-point admittance procedure in the office center for the
Company employees and visitors.
- Organizing professional security systems.
- Organizing internal, local, long-distance digital electronic telephone
and internet connection.
- Providing the office center address as the Company's postal address,
mail receiving.
- Cleaning and repairment works on the premises rented by the Company.
- Photocopying services of the copy machine put for general use in the
office center.
- Providing business lunch restaurant in the office center.
2) additional services provided upon request from the Company: - Professional
translators services - Marketing services - Attorney services
- Assistance in registration of legal entities and objects, transactions
with immovable property
- Providing legal address - Freight service including loading and
unloading.
This list of services offered may expand. The updated list of currently
available services, costs, terms and conditions of their use is available at the
administrator's desk in the office center.
2. GENERAL CONDITIONS OF AGREEMENT
2.1. The list of constant services stated in Article 1.2. of current
Agreement is permanently available to the Company while this Agreement is in
effect.
The date the services become available - the 13th of January 2005.
2.2. The Company is free to order additional services provided by the
Executor. The request is registered at the administrator's desk. The Executors
accepts or schedules the request according to his current resources. The cost of
each additional service is added to the order account registered under the same
number as this Agreement, which the Company covers monthly. Any additional
service may be pre-paid or paid upon termination of the service.
2.3. In case the request was not satisfied by the Executor on due to the
Company's fault, the service is still required to be paid for in full measure
(on grounds of paragraph 2 article 781 of Russian Federation Civil Code).
2.4. The Executor is free to forward or resell the request for services to a
third party.
2.5. The cost of services listed in Article 2.1. is determined by the
Executor. In case the costs change the Executor is due to inform the Company at
least 20 days in advance.
2.6. The Company is free to check the list of services at the administrators
desk in the office center.
2.7. In the event that the Company fails to cover the costs of services
during the period of 10 days from the day the xxxx is presented, the Executor is
free to terminate all services listed in this Agreement on grounds of Paragraph
1 Article 719 of Russian Federation Civil Code.
2.8. This Agreement is subject to change with consent of both parties. This
Agreement may be dissolved by any of the two parties in the appropriate manner
and on grounds of Russian Federation Civil Code. The party desiring to dissolve
the Agreement is due to inform the second party 30 days in advance of its
decision to dissolve or change the Agreement. In case the Company did not inform
the Executor of such decision, the Executor is free to recover the penalty
amounting to the security deposit prepaid by the Company.
2.9. The Executor organizes nourishment and professional security guard posts
as an agent of the Company on behalf and at the expense of the Company. The
commission charge amounts to 3$ per month. The remuneration and compensation of
expenses of the agent is included in the sum in Article 3.1. of current
Agreement and is covered by the terms and conditions of the Agreement. No
written reports form the agent are provided.
Communication lines (telephone, internet) are provided by the Executor as an
agent of digital network operator.
2.10. Any mutual agreements of both parties on changing or dissolving current
Agreement come into effect on the day of their ratification by both parties.
3. ON COMPENSATION AND METHODS OF SETTLEMENTS
3.1. The cost of services provided constantly to the Company by the Executor
(Article 1.2. of current Agreement) amounts to 770$ per month, VAT included. The
cost is recalculated and paid in rubles and amounts to the Russian Federation
Central bank dollar rate +2% on the day of payment. "The day of payment" is
either the day the payment in cash was made at the Executor's cash desk or the
day the Executor's bank accepted the payment voucher or credit note.
3.2. The payment of services performed including long-distance phone calls is
due to be covered in 3 banking days since the delivery of monthly payment xxxx,
unless stated otherwise in the Article 2.2. of current Agreement.
The Executor is due to present the Company with the xxxx no later than the
second day of the month following the month the billing covers.
3.3. In case the Company fails to pay the xxxx during the period stated in
Article 3.2. of current Agreement due to Company's deviation from accepting the
xxxx or any other fault, the Company is due to pay fine amounting to 3% of the
sum due per each day of delay. The fine is charged every day beginning with the
6th day of the month when the payment is due.
4.SPECIAL CONDITIONS
4.1. The Company's obligation to pay the xxxx (Articles 3.1. and 3.2.) and to
pay the fine (Article 3.3.) and penal sum (Articles 2.8. and 4.2.) are insured
by the prepaid security deposit as is ratified by the "Agreement on security
deposit" of the 12th of January 2005.
4.2. In case the Company fails to pay the xxxx in 8 days the Executor is free
to stop the provision of services listed in this Agreement after notifying the
Company 1 day in advance. Failure to comply with obligations to pay the bills in
the following 2 days is ground for one-sided dissolution of current Agreement by
the Executor and fining the Company with the sum of the security deposit
(Article 4.1.).
4.3. On issues not covered in current Agreement the parties are to act on
basis regulated by the standing law of Russian Federation.
4.4. All issues and disagreements between parties related to provision of
services or with changes or dissolution of the Agreement are to be resolved
through negotiations. In the event that the parties fail to come to a solution,
the affair is to be taken to the Moscow Arbitrary court as is prescribed by the
standing law of Russian Federation.
4.5. This Agreement comes into effect upon signing by both parties and lasts
until the 31st of January 2006.
LEGAL ADDRESSES AND BANKING PARTICULARS OF THE PARTIES
EXECUTOR COMPANY
"DEYLIS-M", LLC IPORUSSIA, Inc.
17 Xxxxxxxxxxx xx., Xxxxxx, 000000 00 Xxxxxxxx Xxx, Xxxxxxx, Xxx Xxxx 00000
Taxpayer ID No. 0000000000 United States of America
Account No. 40702810700001015605 Tel. (000) 000-0000
at "IMPEXBANK", Inc. external office Fax: (000) 000-0000
"Gulebino", Moscow.
Corr. Account No. 30101810400000000788
Bank Identifier Code 044525788
SIGNED BY:
THE EXECUTOR THE COMPANY
