Agreement №____

Kyiv February___, 2020

1. Preamble
______________________, represented by ______________, acting by _______________________, hereinafter referred to as the Client, on the one hand, and
_________________ LLC, represented by the Director _______________________________, acting on the basis of the Statute, hereinafter referred to as the Executor, on the other hand, both hereinafter referred to as the Parties, entered into this Agreement:

2. Subject of the Agreement
2.1. The Executor undertakes to provide the Client with the service dealing with the organization of the shooting of 1 advertising material under the conditional name “_____________” with timing up to ____ seconds, hereinafter referred to as the Video, in Azerbaijani language on the basis of the scenario provided by the Client and to transfer to the Client the exclusive rights to the Video.
2.2. The Executor guarantees the observance of intellectual property rights (copyrights, related rights and other similar rights) of third parties when creating the Video.

The Executor transfers to the Client all exclusive intellectual property rights to the Video, subject to appropriate payment, and therefore agrees not to transfer the intellectual property rights to the Video to third parties and not to use it independently.

2.3. The Client agrees to pay the Executor a remuneration for shooting the Video as stipulated in this Agreement.


3. Quantity and quality of the service
3.1. Date and place of the shooting of the Video: February ____ 2020, Kyiv, Ukraine.
3.2. The Executor provides the service on the appropriate way and of the appropriate quality.
3.3. To the extent necessary for the Executor to fulfill his duties in accordance with this Agreement, the Executor has the right to use the service of any agents, assistants, persons or other enterprises if he considers to receive the assistance or facilitation from them in order to perform his duties.



4. Total value of the Agreement
4.1. The total value of the Agreement is USD ______ (______________________).

4.2. Service under this Agreement (production of an advertising video) in accordance with clause 6, Article 186.3 of the Tax Code of Ukraine are exempt from VAT. This condition applies if the Client provides the Executor with the Certificate of Residence of the Client, which was issued in the country of registration and apostilled in accordance with the law.


5. Terms of payment
5.1. The payment currency is USD.
5.2. The total value of the Agreement is paid by the Client by the transfer of funds to the Executor’s bank account in the following order:

5.2.1. 70% of the total sum of the Agreement in the amount of ______USD indicated in the invoice must be paid on_____ (including the last mentioned day).
5.2.2. 30% of the total sum of the Agreement in the amount of ______USD indicated in the signed Acceptance Certificate must be paid on_____ (including the last mentioned day).

5.3. Total amount of bank’s fee is paid by the Client.

6. Terms of reception - transfer of service
6.1. The Executor transfers to the Client released Video material and all exclusive rights to it on ______________.
Early fulfillment of service is allowed to be provided if the creative and technical quality of the Video is preserved.

6.2. The place of actual transfer of the provided service is the Executor's office.
6.3. Upon the actual provision of service under this Agreement, the Executor undertakes to transfer to the Client two original copies of the Acceptance Certificate of the provided service.
6.4. Service under this Agreement is provided from the date of signing by the Parties of the Acceptance Certificate of the provided service.
6.5. The Executor receives the right of public use the Video only after paying the total cost of the Agreement. Otherwise, all rights to the Video will be deemed as not transferred. The use of the Video in case of non-payment of the total amount of the Agreement is illegal and the Agreement will be considered automatically terminated.


7. Packaging and labeling
7.1. The Video is transmitted to the Client by posting it on FTP-server and the link will be reported to the Client individually.

8. Force majeure circumstances
8.1. This Agreement is may not be executed by the Parties in the event of force majeure in the following cases: natural disaster, fires, floods, earthquakes, accidents, military operations, uprisings, strikes, government interference, etc.

8.2. The Parties are relieved of their duties for the period of force majeure or may refuse to fulfill the Agreement partially or as a whole without additional financial responsibility.

8.3. The validity period of force majeure is confirmed by the Chamber of Commerce of the respective country or other authorized body.

9. Sanctions and complaints
9.1. In case If the Client fails to pay for services, The Executor has the right to suspend the fulfilment of obligations under this Agreement.
9.2. In case of delay of the fulfilment of obligations under this Agreement, the Party that violated such obligations shall pay the other Party a penalty in the amount of 0.01% of the amount specified in clause 4.1.
9.3. In case of violation of the terms of this Agreement, complaint (claim) must be sent to the guilty party within 3 (three) calendar days from the day the violations occurred.

9.4. The response to the complaint (claim) must be sent within 2 (two) calendar days from the date of receipt of the complaint (claim).
9.5. Payment of fines by one of the parties and / or compensation for direct losses does not relieve the Parties of their obligations to fulfill this Agreement.
9.6. Despite the foregoing, the total sum of sanctions of the Client or of the Executor under this Agreement may not exceed 10 (ten) percent of the amount of untimely fulfilled obligations.
9.7. The Parties agreed that the Agreement should be executed in accordance with the legislation of Ukraine as the competent authority of jurisdiction.

10. Settlement of disagreements
through the court
10.1. The Parties agreed that all possible contentious issues must be resolved through negotiations.
10.2. Disputes and disagreements under this Agreement, the settlement of which is impossible by the Parties through negotiations, are referred to the International Commercial Arbitration Court at the Chamber of Commerce and Industry of Ukraine consisting of three arbitrators.
10.3. Relations not regulated by this Agreement are regulated in accordance with the current legislation of Ukraine.


11. Intellectual Property Rights
11.1. According to this Agreement, from the date of signing the Acceptance Certificate of the provided services the Executor shall transfer to the Client all and any exclusive intellectual property rights to the Video such as: the exclusive right to use the Video and the exclusive right to prohibit or allow the use of the Video by other persons in any form and in any way.

11.2. Exclusive property copyrights are transferred to the Client without restrictions to the territory, on the term and methods of use.
11.3. Exclusive property related rights of actors are transferred to the Client on the following conditions __________________________________________.
11.4. The Executor guarantees that the Video or its part will not be used independently and the rights to use the Video will not be transferred to third parties after signing this Agreement.

11.5. Remuneration for the transfer of exclusive property rights is fully included in the payment of the cost of the Executor's services under this Agreement.
11.6. The Client has the right to receive compensation from third parties for the provision and / or transfer of rights received under this Agreement, without paying the Executor any additional funds.

12. Other conditions
12.1. The Executor has the right to involve employees to fulfill obligations arising from this Agreement.

12.2. This Agreement shall enter into force upon signature by the Parties.
12.3 This Agreement is executed in two copies with two parallel text in Ukrainian and English languages, each of which shall have the same legal effect. The Agreement is kept one copy in each of the Parties. In the event of any dispute, the Ukrainian version shall prevail.

12.4. Modifications to this Agreement can be implemented by mutual consent of the Parties and shell be executed by way of signing supplementary agreements to this Agreement.
12.5. The Agreement transmitted by fax or e-mail shall have legal force until the signing and submission by the Parties of the original copies of this Agreement.