User agreement
Wall Marketings',
hereinafter 'Agent,' in the name of its Director, considers itself to be bound
by this Partnership Agreement if the aforesaid agreement has been duly ratified
by a physical person or by a legal entity; hereinafter 'Partner.'
Mutual Business
The Partner and the Agent hereby agree to develop joint business in the field
of Information Technology and other computerrelated technologies, particularly
in the following areas:
- Offering of services in the field
of electronic commerce via the Internet;
- Offering of other services, and
manufacturing of goods, which is not contrary to current laws and regulations.
Agent's Rights
and Obligations
The Agent undertakes the obligations in regards to distribution, sales, and
marketing of services and goods, which will be produced and provided jointly.
In addition, the Agent undertakes the obligation, when necessary, to negotiate
with clients, to bill the clients, and to invoice payments.
The Agent shall
be responsible for purchasing of the materials, necessary for work; for payment
for services; for entering into contracts with suppliers; and for monitoring
the payment process.
The Agent under
this Agreement, shall not participate in manufacturing of goods and in direct
offering of services. Additionally, the Agent shall not be liable to contractors
and partners for the quality of work performed by the Partner, as well as for
complying deadlines and for the conformity of goods and services.
The Agent has
the right to transfer a part of his obligations to third parties without the
approval of the Partner, on a condition that the third parties will comply with
the terms of the present Agreement. The Agent has the right to use services
of banks, insurance companies, investment funds, and other financial organizations
in connection with performing its duties under the Present Agreement.
Rights and
Obligations of the Partner
The Partner undertakes the obligation to produce goods and offer services. Furthermore,
warranty servicing is a responsibility of the Partner. The Partner undertakes
to comply with the rules of business ethics and to complete all tasks and service-requests
at a highly professional level.
The Partner has
the right to transfer a part of its obligations to third parties without the
approval of the Agent, on a condition that the third parties will comply with
the terms of the present Agreement.
The Partner undertakes
to comply with the rules of business ethics, to complete tasks on time, to ensure
proper quality and conformity of supplied goods and services. The partner undertakes
to personally fulfill all reclamations of clients and contractors.
Financial Transactions
Between Parties
Whereas the Agent simultaneously has several similar Partnership Agreements;
the Agent has created an electronic Internet System for monitoring all tasks
and operations performed by the Agent under the present Agreement.
Access to the
system is provided through the website www.p8q.net using a unique login and password, which
are assigned to the Partner after the present Agreement is executed.
Profits from each
line of business activities shall be distributed in accordance with further
agreements. Standard terms and prices for Agent's work are also available through
the Internet system.
Expense reimbursements and billing invoices shall be paid at the request of
the Partner within two banking days.
In the event of
termination of the present Agreement for any reason, each Party is obligated
to satisfy all outstanding debts to the other Party within 10 business days.
Local Taxes
Partners agree to comply with local legislation and to pay local taxes in accordance
with local tax laws.
The Agent is not
liable for any violations by the Partner of local or any other tax law; similarly,
the Partner is not liable for the violations of tax laws by the Agent.
Limitations
and Intellectual Property Rights
Services, under this Agreement, cannot consist of services and goods, whose
use is contrary to international and / or local legislation; including, but
not limited to: weapons; narcotics and pharmaceutical products; illegal pornographic
materials; photo and video materials depicting violence; internet traffic, which
consists of unsolicited mailing (SPAM); materials inspiring terrorism, racism,
nazism, and violence.
If the Agent learns
that the Partner is providing services or producing goods, which violate the
present Agreement, the Agent reserves the right to immediately terminate the
present Agreement, and to immediately undertake measures to prevent such actions
by the Partner, including reporting to government and law-enforcement authorities.
Intellectual property
rights for materials and products, used under this Agreement, belong to their
rightful owners.
The Agent is not
liable for possible violations of copyright laws by the Partner; however, the
Agent undertakes to use best efforts to prevent such violations.
The Parties undertake
to maintain confidentiality of trade secrets, and not to disclose information,
which became known to them in the course of business under the present Agreement,
without the written permission of the other Party.
Terms
The Agreement shall enter into force once it is signed and stay in effect for
one year. If neither Party expresses the desire to terminate the
Agreement at least 30 days before its term
Force Majeure
Partners shall not be liable for a partial or complete non-compliance with the
obligations under the present Agreement, which occurred due to acts of force
majeure, including but not limited to: natural forces, wars and military actions,
strikes, civil unrest and disorder, acts of the government and governmental
agencies, which make it impossible to comply with obligations under the present
Agreement.
Miscellaneous
Once this Agreement is signed, all prior communications and correspondence,
related to the Agreement, shall be deemed without force.
The Section headings
contained in this Agreement are for reference only and shall not affect the
meaning or interpretation of this Agreement.
This Agreement
may be executed in counterparts, each of which shall constitute an original
and all of which together shall be deemed to be one and the same instrument.
The present Agreement
is composed in English. There are 2 copies of this Agreement, one for each Partner.
The text of this Agreement may be found on the Internet system of the Agent.
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