RIGHTS AND OBLIGATIONS OF THE CUSTOMER AND CONTRACTOR

12

For providing information and consulting services

the city of Kyiv June 17, 2008

Limited Liability Company “______” (hereinafter referred to as the Customer), which is a single tax payer, represented by General Director, acting under the Articles of Association on the one part, and

Physical person _________ (hereinafter referred to as the Contractor), who is a taxpayer, according to a general taxation system, represented by __________, acting on the basis of passport on the other part, have entered into this agreement as follows:

SUBJECT OF THE AGREEMENT

1.1 The Customer appoints the Contractor and the Contractor takes over the work of providing the Customer with information and consulting services in accordance with a list of services, specified in a paragraph 1.2 of the following Agreement, which is an integral part thereof.

1.2 The Contractor provides the following services for the benefit of the Customer:

- Consulting by a dentist - consultant; providing the Customer or other persons (for the benefit of the Customer) with consulting on the implementation of the dental practice;

- Implementation and realization of joint projects relating to dental implantology and developments in this field;

- Joint development of training programs for the use of the Customer’s products and participating in training programs.

1.3 Provision of the services, specified in the paragraphs 1.1 and 1.2 shall be done by the Contractor as instructed by the Customer in any place of Ukraine and abroad, provided that the Customer undertakes all expenditures associated with such trips (travelling, accommodations, meals, medical care insurance, opening and procurement of visa and other related documents).

COST OF WORKS AND PAYMENT PROCEDURE

2.1 The cost of information services is determined in accordance with a Protocol of contractual price adjustment and is 2500 UAH per month. Payment for provided services is made on a quarterly basis, after provision of services, according to an Act of provided services, signed by the parties. The parties agree that the payment of works can be delayed as agreed by the parties.

2.2 Within ten days from the date of receipt of the Act of provided services, the Customer shall sign and hand it over to the Contractor, and pay for the works performed. The Customer shall pay for the services, provided by the Contractor within 5 business days from the date of signing of the Act of provided services.

2.3. In case of change in tariff rates and prices of provided services, contractual price of services may be reviewed and specified in the Additional Agreement to the following Agreement.



RIGHTS AND OBLIGATIONS OF THE CUSTOMER AND CONTRACTOR

3.1 The CONTRACTOR undertakes to:

3.1.1. Ensure timely and high-quality provision of information and consulting services to provide the Customer with information, consultations, performing other works in accordance with the list specified in the paragraphs 1.1. and 1.2. of the following Agreement.

3.1.2. Properly follow the provisions of this Agreement.

3.1.3. Do not provide or disclose information about the Customer to the third parties unless otherwise provided by applicable legislation of Ukraine.

3.2 The CONTRACTOR under the following Agreement shall have the right to:

3.2.1. Bring up an issue of early termination of the following Agreement as prescribed by applicable legislation.

3.3. The CUSTOMER undertakes to:

3.3.1. Properly follow the provisions of this Agreement. Timely and fully pay for the services, provided by the CONTRACTOR under the Agreement.

3.4. The CUSTOMER under the following Agreement shall have the right to:

3.4.1. Bring up an issue of early termination of the following Agreement as prescribed by applicable legislation.


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