SERVICE AGREEMENT
English Version 04-23-2013
Limited Liability Company "Company-TBC” (hereinafter referred to as the Executive), a legal entity under the law of Ukraine, which is a payer of the profits tax on a common basis, in the person of its Director Ivanova Tamara Stepanivna, who acts on the basis of the Statute on the one side and Neusoft Medical Systems Co., Ltd (hereinafter referred to as the Customer), a legal entity under the law of China, which is a payer of the tax _____, in the person of its Vice President Mr, Dan ZHANG, who acts on the basis of ______on the other side (hereinafter referred to as the Parties and separately – the Party) settled this Agreement (hereinafter – the Agreement) on:
1. Subject of the Agreement
1.1. Under this Agreement the Executive undertakes to provide services by order of the Customer with intent to register medical devices: NeuViz 64i, NeuViz 64e manufactured by Alpinion Medical Systems Co., China, which are set in the point 1.3 of the Agreement. The Customer undertakes to accept and pay for rendered services.
1.2. Before signing of the Agreement the Customer send off an order to the Executive by means of electronic and facsimile communication, which contains information about the services that are to be rendered under the Agreement.
1.3. The Executer undertakes to provide the following services:
1. preparation of registration dossier, preparation of an application and annexes;
2. translation of required documents (including translation with notary certification);
3. submission of required documentation to the State Administration of Ukraine on Medicinal Products;
4. representation of client’s interests in corresponding institutions;
5. obtainment of the notification for import of a medical device to the territory of Ukraine;
6. organization of conducting technical expertise;
7. organization of conducting of toxicological expertise;
8. organization of laboratory assessment of sterility etc. (if necessary);
9. organization of clinical expertise;
10. analyze and approval of drafts of registration certificate and annexes;
11. obtainment of the original of the certificate and annexes;
12. delivery of documents by means of a delivery service;
13. consultations on the questions concerning registration at all stages of the procedure.
2. Rights and duties of the Parties
2.1. The Executer is obliged:
2.1.1. by written order to provide services in terms, which are set in the point 3.1 of the Agreement;
2.1.2. to ensure quality of rendered services in accordance with requirements, which are approved by the Parties in this Agreement (or in accordance with requirements, which such services shall meet);
2.1.3. in case of impossibility to render services within the time limits that are set in this Agreement, to give notice to the Customer immediately by means of electronic and/or facsimile communication;
2.1.4. in case of violation of obligations under the Agreement to be held liable in accordance with requirements of this Agreement and current legislation of Ukraine;
2.1.5. to make arrangements for protection of data that constitutes commercial secrets;
2.1.6. to inform the Customer of progress of provision of services.
2.1.7. the executer shall safely keep registration documents (hereinafter referred to as “Registration Certificates”) and hand over all Registration Certificates to the customer.
2.2. The Customer is obliged:
2.2.1. to supply the Executer samples, documents and information, required for fulfillment of the terms of the Agreement, without undue delay;
2.2.2. to supply the Executer additional documentation, officially requested by state authorities of Ukraine during execution of this Agreement, without undue delay;
2.2.3. to accept the results of rendered services from the Executer by a way of signing of the Act of transfer and acceptance of rendered services and pay for them in the amount and within the time limits, specified in the Agreement.
2.3. The Executer has a right:
2.3.1. to receive from the Customer documentation, required for provision of services under the Agreement, which is specified in current legislation for registration of a medical device in Ukraine;
2.3.2. to receive payment for rendered services in the amount and within the time limits, specified in the Agreement.
2.3.3. to provide all services under the Agreement singlehandedly or engage third persons to provision of some services, connected with execution of this Agreement.
2.4. The Customer has a right:
2.4.1. withdraw from acceptance of the result of rendered services if rendered services do not meet applicable requirements.
2.4.2. control rights and actual ownership over the Registration Certificates and related registration documents.
3. Procedure and terms of provision of services
3.1. The Executer is obliged to provide services, specified in the point 1.3 of the Agreement, within 5 (five) months from the moment of signing of this Agreement.
4. Cost of services, settlement of accounts and terms of payment
4.1. Cost of services under the Agreement is 12000 (twelve thousands) dollars of USA with VAT. Agreement currency and payment currency is dollar of USA.
4.2. For provision of services that are specified in the Agreement the Customer pays to the Executer 100 % of the sum, which is specified in the point 4.1 of the Agreement.
4.3. Expenses for delivery of documentation, samples of the products, material values via World Courier should be suffered by the Customer.
4.4. In case of diagnosis of defects in rendered services the Customer has the right to postpone payment of rendered services to the moment of corrective measures.
4.5. Settlement of all accounts under the Agreement is performed by non-cash transfer. The day of writing off of amounts from the current account of the Customer is considered as the day of payment. The day of crediting of monetary resources to the current account of the Executer is considered as the day of performance of payment obligations by the Customer.
4.6. Signing of the Act of transfer and acceptance of rendered services by authorized representative of the Customer approves deficiency of the complaints from the side of the Customer.
5. Procedure of acceptance of the services
5.1. Transfer of the services by the Executer and acceptance of their results by the Customer are documented with the Act of transfer and acceptance of rendered services, which is signed by authorized representatives of the Parties within 3 (three) business days from the date of provision of services de facto.
5.2. Signing of the Act of transfer and acceptance of rendered services by authorized representative of the Customer approves deficiency of the complaints from the side of the Customer.
6. Confidentiality
6.1. Тhе Executor is obliged to observe confidentiality in use of all received information and to undertake all necessary safety measures for рrеvеntiоn of disclosing of the information to the third persons.
6.2. The Executor transfers this information опlу to those reliable employees for whom this information is necessary to perform works, according to conditions of the Agreement.
6.3. The Parties sealed the Contract agree, that the Executive should not use documents and the information for own purposes or the purposes of the third persons, except for the purposes specified in the Contract.
6.4. The following information is not confidential:
1) which the Executor obviously possessed before granting by the Customer;
2) which has bееn given to the Executor by the third person without infringement of the rights of the Customer;
3) which has already bееn published or which is public knowledge.
7. Responsibilities of the Parties
7.1. In cases of failure to perform or improper perform of obligations hereunder the Parties bear responsibility, which is provided for by current legislation of Ukraine.
7.2. In cases of non-performance or improper performance of contractual obligations concerning terms of provision of services and payment of them under this Agreement during more than 30 (thirty) days a guilty Party is obliged to pay to another Party the penalty in the amount of a dual rate of the National Bank of Ukraine of cost of an obligation that was not performed on due time, for every day of past due.
7.3. In case of breach of the points 1.2, 2.2.1 and 4.2 of this Agreement by the Customer the Executer has the right to prolong actual terms, which are necessary for provision of services, specified in this Agreement.
7.4. In case of compliance with the requirements of the point 2.1.3 of this Agreement the Executer shall not be held liable for past due of provision of services.
7.5. In case is delay with supplying of the initial and/or additional documentation or negligence of the Customer caused impossibility of the performing by Executive his responsibilities (for exаmрlе - if registration process is cancelled by State Authority), the Customer release the payment for the services of the Executive in а full amount.
7.6. The Executive is not responsible for mistakes of the Customer (including, but not limiting by mistakes in initial or/and additional documentation supplied by the Customer, inadequate quality of the samples of the products, incompliance of the documentation of the Customer to the Ukrainian or international legislation).
7.7. The Executive is responsible for confidentiality regime in accordance with any signed Confidentiality Agreement with the Customer.
7.8. Under the Agreement recovery of only punitive sanctions is acceptable.
7.9. The punitive sanctions that are specified in the part 2 of the article 231 of the Commercial Code of Ukraine are not applied to the relations between the Parties.
7.10. Parties shall not be liable for the failure to perform (or improper perform) of their obligations hereunder, if such failure to perform was caused by the Force Majeure: war, fire, gale, earthquake etc; forbidden actions of supreme legislative authorities and/or executive authorities or any other circumstances, which are beyond the reasonable control of the Parties.
7.10.1. Force circumstances should be confirmed by report of the appropriate body.
7.10.2. The Party who doesn’t perform the obligation because of Force Majeure events shall notify the other Party about occurrence of such events and its influence on possibility to perform obligations. If this notice is not given within 5 (five) business days after the moment when the Party who doesn’t perform his obligations came to knowledge or should come to knowledge about this obstacle, this Party should be responsible for failure to perform the conditions of the Agreement in the amount, which is specified in this Agreement.
7.10.3. If the Force Majeure event occurs, the term of performance the Parties’ obligations under the Agreement is postponed for the term of duration of the Force Majeure event and its consequences.
7.10.4. In case if the Force Majeure event continues for longer than 3 months, during the shortest possible period the Parties should negotiate the alternative ways of executing the Agreement.
8. Term of the Agreement
8.1. This Agreement comes into force after being signing and sealing by the Parties and valid for 1 (one) year but in any case till full performance of the obligations by the Parties hereunder.
8.2. Expiry of validity of this Agreement doesn’t release the Parties from responsibility for its breach that took place during validity of this Agreement.
9.Final provisions
9.1. After conclusion of the Agreement by the Parties all previous negotiations and correspondence between the Parties on the subject and other conditions of the Agreement are considered such as lose legal force.
9.2. A fax-copy of the Agreement or other document on execution of the Agreement have identical juridical force with the original till the moment when the Parties exchanged the originals.
9.3. Any of the Parties in case of change of its name, a form of ownership, a director, requisites, a taxation procedure is obliged to notify about it in written form the other Party no later than 3 (three) business days from the moment of beginning of such changes.
9.4. All amendments to the text of this Agreement have juridical force and can be taken into account if they are dated, certified with the signatures of the Parties and sealed in each individual case.
9.5. This Agreement can be amended, terminated or dissolved on mutual consent of the Parties, which is documented with corresponding Supplementary Agreement in written form. Solution of this question in unilateral manner by any of the Parties hereunder is not allowed.
9.6. All annexes to this Agreement are its integral part if they are documented in writing and signed by authorized representatives of the Parties.
9.7. The Agreement is executed in Ukrainian and English, in duplicate, having equal legal force. One copy shall be kept with the Executer, and the other one with Customer.
9.8. In the event of any conflicts between the Ukrainian and the English texts, the Ukrainian language version of the Agreement shall prevail.
9.9. All disputes, which have occurred during performance of the conditions of this Agreement and haven’t been regulated by means of negotiations, shall be adjudicated in the procedure that was established by current legislation of Ukraine.
10. Location, requisites and signatures of the Parties
The Executer
LLC “Company-TBC”
Legal address: 19 Lumumby St., Kyiv, 01042,
Ukraine
Mailing address: 10 V. Khvoyki St., office 38, Kyiv,
04080, Ukraine
Tel +38 098 544 28 92
Registration Code 37506866
Beneficiary: LLС "Company-TBC”
Account: 26008000118500
Receiving bank: Public Company “Erste Bank”, 24-d Polevaya St., Kyiv, 03056, Ukraine
Bank code: 380009
The Customer
Neusoft Medical Systems Co., Ltd
Legal address: No.16, Shiji Road, Hunnan Industrial Area, Shenyang, Liaoning, China,110179
Mailing address: Room A308, #B1 Neusoft Park B, No.16, Shiji Road, Hunnan Industrial Area, Shenyang, Liaoning, China,110179
Tel +86 24 8366 7969
Registration Code: 210132000014107
Beneficiary: LLC ”Neusoft Medical Systems Co.”
Account: 240382139332002
Receiving bank: CHINA MERCHANTS BANK SHENYANG NANHU BRANCH
Bank code: CMBCCNBS081