MARKETING SERVICES AGREEMENT
THE CONTRACT FOR MARKETING SERVICES
Moscow
May, 20 2012
THIS AGREEMENT is made by and between QNet Limited , a company incorporated in Hong Kong with its registered address at Unit G to L, 21st Floor, MG Tower, No. 133 Hoi Bun Road, Kwun Tong, Kowloon East, Hong Kong (hereinafter ” Client “, ” Company “) and the Independent Representative VASILIY QNETOV of UL. QNETOVA, DOM 15, KV. 552 MOSCOW MOSCOW REG. Russian Federation, holder of passport of no. and taxpayer identification number (TIN) of, accepting and signing this Agreement (hereinafter ” IR “).
IR may accept this Agreement electronically, whereupon it is binding and enforceable agreement between the IR and the Company. Upon request by IR, the Company will provide an IR with a copy of this Agreement signed by the Company.
1. PROVISION OF SERVICES
On, and subject to, the, terms and conditions set forth in this Agreement, IR agrees to the client market, for and presentation of Products to customers.
2. COMPENSATION. PAYMENT ORDER
The client is paid to IR. The commission shall be calculated and paid in accordance with the Compensation Plan of the Client (“Compensation Plan”) provided to the IR, as amended from time to time.
IR acknowledges that he has full knowledge and understanding of the Policies and Procedures of the Client (“Policies and Procedures”) and the Compensation Plan. The Commission is paid in the United States Dollars to the bank account IR designates to the Client.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
IR shall follow the Policies and Procedures which may be amended from time to time.
4. GOVERNING LAW. LITIGATIONS
This Agreement shall be governed by and interpreted by the laws of the Russian Federation.
Litigation shall take place in the Russian Federation and shall follow the legal procedures of the Russian Federation.
5. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereof, either in whole or in part, shall be assigned, transferred or delegated by the IR without prior written consent of the Client.
6. ENTREPRENEURIAL RISK AND TAXES
IR shall bear all entrepreneurial risks and expenses which may arise out of its activities hereunder and shall be used at its own expense for payments of taxes and other dues imputed on IR.
The Parties hereby confirm that the services of the IR are provided outside of the territory of the Russian Federation. Nothing in this Agreement shall be treated as leading to the creation of a permanent establishment in the Russian Federation.
Under no circumstances shall the IR be treated or acted as a dependent agent of the Client.
7. COMPLETE AGREEMENT
This Agreement, together with the Policies and Procedures, constitutes the full and complete agreement between the Parties that supersedes and cancels all previous proposals, oral or written, and all other communications or understandings between the Parties relating to the subject matter of this Agreement. Both Parties acknowledge that neither Party has relied upon any representation or statement. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing.
For the avoidance of doubt, in the event of any inconsistency between any provision in this Agreement and that in the Policies and Procedures, the provision in the Policies and Procedures shall always prevail.
This Agreement is executed in two originals in Russian and Russian languages, one for each Party. Each of them has equal legal force, with copies sent by fax and e-mail deemed as originals. Facsimile reproduction of the signature is recognized and accepted by the Parties. In case of any discrepancies between the English and the Russian texts of this Agreement the English text are always prevail.
8. NO USE OF CONFIDENTIAL INFORMATION
During and at all times after the Term hereof, the IR shall hold in confidence and keep confidential all confidential information for the benefit of the IR or others (except in connection with the business and affairs of the Client in the course of providing services hereunder) and shall not disclose, any of them, except in the course of providing services.
The foregoing prohibition shall not apply to any Confidential Information if:
the Confidential Information is available to the public in the public domain at the time of such disclosure or use, without breach of this Agreement;
the Confidential Information was known to IR on the date on which IR became involved with the Client and the Confidential Information became known to IR in circumstances where IR had no reason to believe that the IR in breach of confidentiality;
disclosure is required to be made by any law, regulation, governmental body or authority or by court order; or
disclosure is made to the court.
IR acknowledges and agrees that the obligations under this section are to remain in effect in perpetuity.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES TO THE OTHER PARTY ARISING IN ANY WAY OUT OF THIS AGREEMENT HOWEVER CAUSED AND ON ANY THEORY OR LIABILITY.
10. TERM AND TERMINATION
This Agreement is commensuration upon acceptance by IR.
Subject to other provisions of terminology in the Policies and Procedures, this Agreement shall be continued until 30 of 30 days.
Termination of this Agreement does not relieve the Parties of any agreement.
11. NOTIFICATIONS AND CORRESPONDENCE
All notices and consents must be marked by written notice to the other Party.
12. COMPLIANCE TO LOCAL LAWS AND REGULATIONS
IR understands the necessity for full compliance with the laws and regulations of the Russian Federation in order to fulfill its obligations under this Agreement, including the requirement to register as an individual entrepreneur and the duty to pay taxes.
13. SIGNATURES AND CONTACT DETAILS OF THE PARTIES
Client:
Name: Dave Osh
Position: Chief Executive Officer, QNET
IR:
____________________ (signature)
VASILIY QNETOV
