Lease contract

CONTRACT No.________
on the implementation, organization, maintenance and use of the information exchange and control software system ScudCRM.

  
"__________" (hereinafter called "Customer"), represented by ___________, acting pursuant to ___________, of the one part, and
"__________" (hereinafter called "Contractor"), represented by ___________, acting pursuant to __________, of the other part, hereinafter collectively referred to as the Parties and each separately - the Party both agree to the following conditions:

1. The subject of the contract
1.1. The Customer trusts, and the Contractor accepts the obligations to implement the organisation, support and grant access to software use exchange and control of information ScudCRM (hereinafter - the System).

2. Order organization software system
2.1. Implementation, organization and setting-up of the System according to the technical specifications, which shall be agreed between Customer and supplier.
2.2. A technical specification is transmitted to the Contractor by electronic means of communication.

3. The location of the electronic system
3.1. The system can be hosted on Customer's server or on the Contractor's server.

4. Obligations of the parties
4.1. The contractor shall:

• to comply with the terms of this Agreement
• to perform the work according to the approved technical specifications
• to provide remote support to the Customer during the working time according to the current legislation of Ukraine
• to update the core software for multi-languages complex and the current configuration
• to ensure the smooth operation of the System 24/7

4.1.1. When placing the System on the Contractor's server

• to provide access to the System
• to provide the required amount of disk space for System stable operation
• to ensure backup of all Customer data on the backup server of the Contractor or the Customer

4.1.2. When placing the System on the Customer's server  

• to provide the backup set up of all Customer data on a backup server of the Contractor or the Customer

4.2. The Customer undertakes:

• to provide a technical specification
• not to use anyone except for the Contractor to perform the works in accordance with the terms of this Contract
• to assist the Contractor in the performance of its obligations
• to timely pay for the services according to the terms of this Contract

4.2.1. When placing the System on the server of the Customer

• to provide access to the server

4.3. The Customer receives the right:

• to use the System with no limit on the number of users exclusively on a single server without the right to transfer and/or resell to other persons.

5. Payment procedure
5.1. The cost of implementation, organization, maintenance and use of the System is ______ UAH, exclusive of VAT, that is equivalent to 250 euros at the official rate of the National Bank of Ukraine as of the date of signature of the Contract and is due for payment by the 5th of each month.
The Parties agreed that upon change of official rate of the Euro on the date of the next payment under the Agreement, the total cost for implementation, organization, maintenance and use of the System shall be changed in the same proportion as the official rate of the Euro compared to the previous payment.
5.2. Payments for performed work carried out on the basis of Acceptance and transfer certificate (hereinafter the Certificate) that the Contractor sends to the Customer an electronic copy and hard copy.

6. Liability of the Parties and dispute settlement
6.1. The Parties shall be liable for failure to perform their obligations under this Contractin accordance with the current legislation of Ukraine.
6.2. In case of violation of the payment terms stipulated by the terms of this Contract the guilty party pays to other Party a fine to the amount of double NBU discount rate from the total amount owed per each day of the delay. Fine payment does not relieve the guilty Party from fulfillment of the Contract obligations under this Agreement.

6.3. In case of Customer's failure to timely pay by more than ten days, the Contractor has the right to suspend the provision of services under this Contract to the time of repayment.
6.5. The Contractor shall not be liable for receiving false or incomplete information from the Customer.
6.6. All disputes and disagreements under this Contract shall be resolved through negotiations.
6.7. In case of impossibility to resolve all disputes by negotiations all disputes and disagreements under this Contract shall be submitted to the Economic court as statutorily required by the current legislation of Ukraine.

7. The term of the Contract
7.1. This Contract shall enter into force after its signing by both Parties and is valid until the Parties fulfill their obligations.
7.2. This Contract may be terminated early by agreement of the Parties by conclusion of a relevant Agreement, or at the request of a party, in case of a systematic or a single gross breach of the obligations, or in case of impossibility of performance by the other Party.
7.3. Upon early termination of the Contract, the party breaking the contract, shall give to the other Party a 10 (ten) calendar days' written notice of termination stating the reasons for termination. This Contract shall be deemed terminated from the date specified in the written notice of the relevant party of the termination (but not earlier than 10 (ten) calendar days from the notice date).

7.4. In the event of termination of this Agreement (including early termination) of the Parties within three working days from the date of termination of the Agreement conduct a reconciliation of mutual settlements. The Parties are obliged to fulfil their obligations, arising during the term of this Agreement, regardless of stopped this Contract action or not.

8. Confidential information
8.1. Any information on the financial, economic or other activities of one of the Parties, provided the other Party or which become known in connection with the preparation or execution of this Agreement shall be treated as confidential ("confidential information") and shall not be disclosed or transferred to third parties . At the request of the Parties to conclude a Treaty on the protection of commercial information (privacy).

9. Conditions of force majeure (force majeure)
9.1. The parties are relieved from responsibility for failure to fulfill obligations defined in this Agreement, if such failure was caused by force majeure. Examples of force majeure are acts of war, fire, flood, earthquake, strike, failure by the service provider, and any other unforeseen or insurmountable action.
9.2. If there's a force majeure that will prevent Parties in fulfilling their obligations defined in the Contract, the Party that received the action, shall within 10 (ten) calendar days, notify by telegram or Fax to the other party of the occurrence and probable duration of such force majeure.
9.3. Proper proof of the existence of the above circumstances and their duration shall be evidence of the relevant chambers of Commerce or other competent authorities.
9.4. In case of delay (more than 10 calendar days) of notification by the Party exposed to force majeure, it loses the right to refer to it, is itself an irresistible force impeded the sending of such messages.

10. General provisions
10.1. After the signing of this Agreement, all prior agreements of the Parties relating to its subject matter except as outlined in the Contract, lose their force.
10.2. All changes, additions and annexes to this Agreement shall enter into force after they are signed by both Parties and constitute an integral part thereof.
10.3. The owner of the software, the name of the System (trademarks) under this agreement remains with the Contractor.
10.4 the Customer is granted access to the source code of the System and the administrative modules of the control server regardless of the location of the System.
10.5. This Agreement is made in two copies having equal legal force, one copy for each party.

11. Addresses, requisites and signatures of the Parties