ConfidenÈ›ial 
DRAFT CONTRACT

 

SERVICES PROVIDER CONTRACT
No.........../..............

 

Agreement between:

  1. SC ........ SRL, as OPERATOR for paid investigation services, headquartered in .............., Romania, registered under no............. in Trade Register, with unique registration code no..............., bank account no............. opened at .................., legally represented by ........................... as director;

 

and

  1. _____________________________________________________________________________________________________________________________________________

 

RECITALS:

a.        The CLIENT is in need of a service provider to perform certain services described herein under the terms and conditions set forth;

b.        The OPERATOR wishes to provide such services to the CLIENT on such terms and conditions;

NOW THEREFORE, in consideration of the premises, mutual covenants contained herein, and other good and valuable consideration, the receipt and efficiency of which are hereby acknowledged, the parties hereto agree as follows:

Chapter 1
OBJECT OF THE CONTRACT

Art. 1. On CLIENT’s demand, the OPERATOR undertakes to provide the following services contained in Appendix No. 1 to this contract.

 

Chapter 2
DURATION OF THE CONTRACT

Art. 2. This contract is concluded for a period of _____weeks and shall take effect from ____________, unless terminated earlier in accordance with the provisions hereof. This contract may be extended by written agreement of the parties [or considering law extended] for a further period of ___________. Any additional expenses to be incurred in relation to the extension of this contract shall be paid by the CLIENT.

Art. 3. This contract may be terminated only for breach of contractual obligations by a party. The power of termination may be exercised by a written notice given to the party in breach at least two (2) business days in advance provided that termination will not take place until the CLIENT has settled its obligations under Chapter 4 to pay the OPERATOR. The parties during this notice period shall comply with their respective obligations under this contract.

Chapter 3
THE OBLIGATIONS OF THE CONTRACTING PARTS

Art. 4. The OPERATOR shall:

      1. Investigate and consult the CLIENT for a better understanding of the local situation in order to elaborate on an action plan.
      2. Ensure that it has manpower and equipment to perform all necessary activities requested by the CLIENT.
      3. Notify the CLIENT regarding new aspects that the OPERATOR would find interesting on the investigated subject and request CLIENT for its written consent to continue the investigation. The parties then shall agree and set in writing the new conditions, additional costs of continuing specific activities and the new course of action.
      4. At the request of the CLIENT, OPERATOR shall present a written report and evidence, the contents of which shall be in accord with the objectives specified in Article 1.
      5. To preserve the confidentiality of data and information provided by the CLIENT, and to protect data and information obtained during the performance of service on the investigated subject to prevent any serious and irreparable harm to the CLIENT. The OPERATOR shall forthwith upon termination return to the CLIENT all confidential data embodied or recorded in tangible form, which is in its possession. For the purposes of this Article, confidential data and information shall include all confidential business data and information provided by a party hereunder. Confidential data and information shall not include any data or information which:

 

a.         Is or become publicly available through no fault of the disclosing party;
b.         Is already in the rightful possession of the receiving party prior to its disclosure to that party;
c.         Is rightfully obtained with the written consent of the other party; or
d.         Is disclosed pursuant to court order or other legal compulsion.

Art. 5. CLIENT shall:

        1. Comply with all the obligations in the action plan developed in conjunction with the OPERATOR, for a better understanding of the investigated subject and of the local situation; not to carry out or order additional activities.
        2. Provide the necessary data, as contained in the annexes of this contract, regarding the activities to be performed by the OPERATOR.
        3. Any request for suspension of activities before their completion shall be in writing, in which case the CLIENT shall pay to the OPERATOR the entire cost of the contract as cost of lost opportunities.
        4. Not expose, by actions, misinformation or other methods, the OPERATOR or its employees relative to the activities performed.
        5. Pay the costs of services rendered under this contract.

 

Art. 6. The OPERATOR and the CLIENT hereby acknowledge and agree that:

1.         The confidentiality and exclusivity covenants set forth in this Chapter 3 are reasonable in the circumstances and are necessary to protect the interests of the parties;

2.         In addition to the right of one party to claim damages, the breach by another party of any of the confidentiality and exclusivity covenants set forth in this Chapter, as the case may be, may cause serious and irreparable harm;

3.         Notwithstanding any other provision of this contract, the other party (the “Aggrieved Party”) shall be entitled, as a matter of right, to seek an injunction against the party in breach; and

4.         The provisions of this paragraph shall not be construed so as to be in derogation or limitation of any other remedy, which the Aggrieved Party may have in the event of such a breach.

The provisions of this article shall survive the termination of this Agreement.

The existence of any claim or cause of action of either party against the other, whether pursuant to this contract or otherwise, shall not constitute a defence to the enforcement of the provisions of this contract by either party against the other.

Chapter 4
PAYMENT

Art. 7. For the OPERATOR services, the CLIENT shall pay an amount of _______ (_____________) euro, paid on a BNR (National Bank of Romania) exchange rate euro/ROL from the effective payment day specified in Article 8.

Art. 8. The total negotiated cost for this contract is based on the complexity, difficulty and the duration of the entire action, the effective labor time, the forces involved, and the expenses required for current activities.

Art. 9. The payment may be performed in two steps as following:

  1. 50% of the negotiated cost, meaning _______ (_________) euro, paid according to a BNR (National Bank of Romania) exchange rate euro/ROL from the effective payment day, at the date ......................., when both parties confirm that all conditions specified in this contract are fulfilled and before starting the activity.

 

  1. 50% of the negotiated cost, meaning _____ (_________) euro, paid according to a BNR (National Bank of Romania) exchange rate euro/ROL from the effective payment day, at the date ......................., considered the end of the activities stipulated by this contract. Payment will be deposited to the OPERATOR's account no........................, opened at .......................... 

Chapter 5
CONTRACTUAL LIABILITY

Art. 10. The CLIENT guarantees the accuracy of data provided to the OPERATOR; sincerity of purpose and meaning of the activities required of the OPERATOR; confidentiality measures taken; payment of the value of the benefit, under Articles 8 and 9.

Art. 11. OPERATOR assumes responsibility for fairness and impartiality in carrying out the tasks that it has assumed under this contract, the data obtained through specific methods of investigation, and by respecting legal basis in this regard.

Art. 12. The CLIENT noted that data and information provided by the OPERATOR are intended solely for its own use, are confidential and may be reported by the OPERATOR, upon request, under the law, only to the courts and the Public Ministry, if they are useful for finding the truth in criminal cases.

 

Art. 13. OPERATOR and CLIENT are independent entities and they are not authorized to act as agent or partner to create any liability or obligation in the name of the other.

Chapter 6
FORCE MAJEURE

Art. 14. Under the law, force majeure defends the invoking party.

Art. 15. The party invoking a force majeure event must within three (3) business days from the event inform the other party in writing, and to prove this event as a fact.

Chapter 7
SUBCONTRACT

Art. 16. The OPERATOR agrees that all services to be performed hereunder shall be performed in their entirety by the OPERATOR only. The OPERATOR shall neither enter into any further subcontracting nor perform any modifications to the services or any additional services without the written approval of the CLIENT.

Chapter 8
OTHER CLAUSES

Art. 17. In relation to the nature and specifics (practical or legal) of any problems that may occur during the course of this contract, the parties agree that they may insert in this contract other terms, including obligations and guarantees, more cases on the exercise of the power to terminate the contract or rehabilitation of some of its terms, if these substantially changes the terms that parties have taken into account when concluding the contract. These clauses will result in addenda to this contract.

Art. 18. Changing all or part of this contract unilaterally is prohibited. The parties shall only agree by addenda any modification of the clauses of this contract. Failure to do so may constitute culpable damages under common law.

Art. 19. Relations between the OPERATOR and CLIENT are based on mutual trust and good faith.   

Chapter 9
LITIGATION

Art. 20. Any disputes arising between the parties as a result of the conclusion and execution of this contract will be resolved amicably or in case of disagreement, by a competent court in Romania.

Chapter 10
FINAL DISPOSITIONS

Art. 21. This contract is enforceable, valid and uncorrupted express consent of the parties to its clauses, and the agreement of will was expressed after verification of mutual identification of the parties contained in the preamble to this contract.

Art. 22. This contract shall enter into force upon signature by the parties and shall end on ____________ unless otherwise terminated or extended by the parties in accordance with Articles 2 and 3, with the final report of activity and payment of the cost of services rendered under this contract.

Art. 23.  Annexes and amendments are integral part of this contract. The contract and annexes constitute the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of the parties, and there are no warranties, representations, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.

Art. 24. Neither this contract nor any rights or obligations hereunder shall be assignable by any party without the prior written consent of all the other party. This contract shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

Art. 25. Each party represents and warrants in favour of the other that it has all necessary capacity and authority to enter into this contract and to carry out its respective obligations hereunder, and that neither party is a party to, bound, or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter, or by-law provision, statute, judgment, decree, or law which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery of this contract and the performance of its respective obligations hereunder.

Art. 26. Time shall be of the essence of this contract.

Art. 27. Each party hereby agrees that upon the written request of the other party, it will do all such acts and execute all such further documents, conveyances, deeds, assignments, transfers, and the like, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party may from time to time reasonably request be done and/or executed as may be required to give effect to the purposes of this contract and to carry out the provisions hereof.

Art. 28. Any notice required or permitted to be given hereunder shall be in writing and shall be sufficiently given if delivered in person during normal business hours of the recipient on a business day or sent by first class mail, postage prepaid, or by email as follows:

OPERATOR:

To the attn. of _______________
[Address]
[Email]

CLIENT:

To the attn. of _______________
[Address]
[Email]

 

and shall be conclusively deemed to have been given and to have been received on the following business day, if so delivered or sent my email, and on the third business day following the mailing thereof, if so mailed (excluding each day during which there exists any interruption of postal services due to strike, lockout, or other cause). Addresses for notice may be changed by giving notice in accordance with the foregoing.

This contract contains ________ pages and concluded in 2 (two), both original, one for each party.

Concluded today, __________, -_____________ (town).

 

OPERATOR ,                                              CLIENT,
DIRECTOR  OF S.C. ..........S.R.L.           

 

____________________________             ____________________________
(name, surname, signature, stamp)               (name, surname, signature, stamp)