A sample agreement for the provision of software development services, concluded between legal entities. Software technical support agreement Software product technical support agreement sample

for the provision of software development services in a person acting on the basis, hereinafter referred to as " Executor", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Customer", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:

1. SUBJECT OF THE AGREEMENT

1.1. This agreement defines the conditions for software development by the Contractor for the Customer, hereinafter referred to as Program Development.

1.2. The Contractor undertakes for the Customer, within the time frame stipulated by this agreement, to develop the Program for a fee in accordance with the technical specifications for the Development of the Program reflected in Appendix No. 1 to this agreement, which is an integral part of this agreement.

1.3. The conditions for Program Development, namely the stages of Program Development, as well as the cost of Program Development, including in stages, are determined in Appendix No. 2 to this agreement, which is an integral part of this agreement.

2. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

2.1. The Contractor undertakes:

2.1.1. develop the Program in accordance with the Terms of Reference;

2.1.2. test the Program;

2.1.3. develop instructions for installing the Program and a user manual for the Program;

2.1.4. deliver the developed Program to the Customer by signing the acceptance certificate for the completed work;

2.1.5. upon completion of the work, install the Program on the Customer’s computer, transfer the installation version of the Program, which is accompanied by instructions for installing the Program and the User’s Guide for the Program;

2.1.6. train the Customer’s specialists to work with the Program;

2.1.7. establish a probationary period of months (until 2020). During the probationary period, the Contractor eliminates defects free of charge and takes into account the Customer’s comments related to the work carried out by the Contractor within the framework of the Technical Specifications. After the expiration of the probationary period, claims for work performed will not be accepted.

2.1.8. carry out the work that is the subject of this contract with high quality and on time.

2.1.9. not to disclose to third parties commercial, financial, technical and other information that became known during the implementation of this agreement.

2.1.10. guarantee the operation of the Program in accordance with the requirements set out in the Terms of Reference. Further modification and addition of functions and capabilities of the Program not provided for in the Terms of Reference are the subject of a separate agreement, as well as the cost of supporting the Program and consulting and information services to the Customer is determined by a separate agreement and is not included in the cost of this agreement.

2.2. The performer has the right:

2.2.1. complete work on the stages of Program Development and the contract as a whole ahead of schedule;

2.2.2. terminate this agreement, withdraw or suspend the work of the developed Program until the Customer pays the Contractor's invoice, in case of non-payment of the invoice for final payment.

3. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

3.1. The customer undertakes:

3.1.1. timely and in full pay the cost of Program Development by the Contractor under the terms of this agreement;

3.1.2. provide the Contractor with all the information necessary for the Development of the Program;

3.1.3. identify a responsible person to interact with the Contractor on issues related to the development of the Program;

3.1.4. accept the developed Program after receiving notification from the Contractor about the completion of work on the Development of the Program and certify the fact of proper Development of the Program provided for by this agreement by signing the acceptance certificate for the completed work. Refusal to sign the acceptance certificate for completed work is not permitted, unless the Customer has reasoned comments on the quality and volume of work performed on the Development of the Program. Reasoned comments must be sent to the Contractor no later than calendar days from the moment the Customer receives from the Contractor the acceptance certificate for completed work, sent to the Customer for signing.

3.1.5. not to disclose to third parties commercial, financial, technical and other information that became known during the implementation of this agreement;

3.2. The customer has the right:

3.2.1. receive information about the progress of work on the Development of the Program on working days from to in person and by phone: .

3.2.2. terminate this agreement in the event of loss of interest in the subject of this agreement during its implementation, notifying the Contractor no later than one month before the date of such termination. The contract will be considered terminated upon expiration of the specified period from the moment the Contractor receives written notice of termination. From the moment the Contractor receives notice of termination, the execution of this Agreement is suspended. In the event of early termination by the Customer of this agreement, the Contractor has the right to receive from the Customer the cost of the work actually performed, and the Customer is obliged to pay the Contractor the cost of the work actually performed on the Development of the Program.

4. COST OF WORK AND PAYMENT PROCEDURE

4.1. The cost of Program Development payable by the Customer to the Contractor is rubles excluding VAT and is determined in Appendix No. 2 to this agreement.

4.2. The Customer pays the cost of Development of the Program, which is the subject of this agreement, by transferring funds to the Contractor's bank account or in cash.

4.3. The Customer's settlement with the Contractor for the Development of the Program is made no later than banking days after the Parties sign the acceptance certificate for the work performed on the basis of the invoice issued for payment for the Development of the Program.

5. RESPONSIBILITY OF THE PARTIES

5.1. For failure to fulfill or improper fulfillment of the terms of this agreement, the Parties bear responsibility under the current legislation of the Russian Federation.

5.2. Disputes and disagreements that arose during the execution of this agreement on issues not provided for by the terms of this agreement are resolved by the Parties through negotiations, guided by the current legislation of the Russian Federation. If it is impossible to resolve disputes through negotiations, the disputes must be resolved in court at the location of the defendant. To go to court, you must submit a written claim, which is considered by the other party within ten days.

6. COPYRIGHT

6.1. The exclusive right to use the Program in any form and in any way belongs to the Contractor. The conclusion of this agreement does not mean a transfer of ownership of the Program in full from the Contractor to the Customer.

6.2. Property rights to the Program are transferred to the Customer after full payment for the Development of the Program.

6.3. The Customer has no right to rent or lease, sell, transfer for use, modify, create new versions of the Program, decompile the Program or any part thereof.

6.4. The Contractor has the right to use the Program for commercial purposes.

7. FORCE MAJEURE CIRCUMSTANCES

7.1. The parties are released from liability for non-fulfillment or improper fulfillment of obligations under this agreement if it was the result of force majeure circumstances, that is, extraordinary and unavoidable circumstances under the given conditions (force majeure circumstances) that arose after the conclusion of this agreement. Force majeure circumstances include events that cannot be influenced and for the occurrence of which they are not responsible, namely: earthquakes, floods, fires, etc.

7.2. The party citing force majeure circumstances is obliged to immediately notify the other party in writing of their occurrence.

7.3. The deadline for fulfilling obligations under this agreement is extended in proportion to the time during which force majeure circumstances and their consequences apply.

7.4. A party that has not fulfilled its obligation to notify of the occurrence of force majeure circumstances loses its right to refer to them.

8. OTHER CONDITIONS

8.1. All changes and additions to this agreement must be in writing and signed by the Parties.

9. TERM OF THE AGREEMENT

9.1. This agreement comes into force from the moment it is signed by the Parties and is valid until the Parties fully fulfill their obligations.

9.2. This agreement has been drawn up in two copies having equal legal force - one for each of the Parties.

Sample software technical support agreement. Comments and recommendations for drafting

1.1. Products– provided under the License Agreement No. __ dated “__”___________ 201_.

software.

1) the software being serviced is specified;

3) technical support services are subject to VAT, so their cost is usually separated out from the license fee, which is exempt from VAT on the basis of clause 26, clause 2, article 149 of the Tax Code of the Russian Federation.

2. Subject of the software technical support agreement

The Contractor undertakes to provide Technical Support services at the Customer’s request, and the Customer undertakes to accept and pay for the services provided by the Contractor.

Here is a general list of services that can be provided by the contractor.

Specification of service parameters is carried out at the level of approval of applications in accordance with the procedures adopted by the contractor.

STO STD 020 – 2012 Agreement for the provision of services for software and database support

Provide services to the Customer personally or with the involvement, if necessary, of specialized third-party organizations.

Install software and databases on the Customer’s computers, provided that the Contractor or the Customer has the permission of the copyright holder of such software and databases with which he has entered into an appropriate license.

Search form

Ensure the operability of installed updated software and databases, electronic document management systems, accounting information systems, subject to the Customer fulfilling his obligations and maintaining this agreement. In case of software inoperability during working hours, support in the paragraph. Provide other IT services as agreed with the Customer.

Provide services in places specified by the Customer during the Contractor’s working hours from 8.

Ensure the provision of services within the time limits established in section 4 of this agreement.

The address of the page for the software may contain the following information: Parties to the contract, in this case the customer is the contractor.

And persons acting on behalf of the accompanying person. The subject of the contract, the name of the program and the necessary manipulations with it by the contractor. In what form will the calculation be made and on the basis of what documents.

Responsibility for disclosure of information.

This point is very important and interesting.

After all, a person who will have access to the company’s software, performing his duties under the contract, gains access to information that is a trade secret. And, therefore, if a leak occurs, this will inevitably lead to certain difficulties for the customer. Thus, it is worthwhile to carefully stipulate this factor in the contract.

Sample contract for the provision of software maintenance services - from Accounting

The Contractor must treat the information provided by the Customer as confidential.

2.4. The Contractor undertakes to eliminate deficiencies made during the provision of services at his own expense. 3.1. The Customer undertakes to promptly accept and pay for the services rendered by the Contractor in the amount and terms provided for in Section 5 of this Contract. 3.2. The Customer undertakes to provide the Contractor with free access to the computers necessary to provide the services provided for in this Contract.

Software support agreement

2.9. In the event that the Contractor travels to the Customer’s territory, the Customer undertakes to provide the Contractor with one computer-equipped workplace necessary for the provision of services provided for in this Agreement. The computer must have access to the supported software and the following configuration: .

2.10. The Customer has the right to check the progress and quality of the services provided by the Contractor at any time, without directly interfering with its activities.

Sample contract for software support

Nevertheless, both parties are interested in the joint execution of these agreements. Saving money; Free ITS contract for 3 months.

Maintenance of any number of information databases; A permanently assigned employee who constantly works with your system, who knows well the tasks, document flow, the specifics of your enterprise, etc.

In this case, it is very important to separate the cost of the license provided and the cost of the work due to the different VAT regime or, the best option, to separate the contracts themselves. Another form of acquisition of rights is the purchase of a license and its “upgrade” under an agreement for the provision of services for setting up (adapting) software. According to the Civil Code of the Russian Federation, software adaptation is the introduction of changes into it, carried out solely for the purpose of operating the software on specific user hardware or under the control of specific user programs. At the same time, special permission from the copyright holder is not required to carry out adaptation. Thus, if the licensee does not require serious reworking of the functionality of the software for which he has purchased a license, he can easily configure and adapt the software without fear of violating the exclusive right of the licensor.

Agreement for copyright maintenance of software example

In cases where the Contractor reasonably believes that the problem reported by the Customer is not an error in the software itself, but is related to the inoperability of other programs or hardware on which the software is installed, he is obliged to notify the Customer in writing. In this case, the Contractor will not take further measures aimed at eliminating the error, other than on the basis of a written instruction on its part. If, after fixing the problem, it was truly established that this error is not related to the software, the Contractor and the Customer sign an additional agreement to this Agreement, which will determine the list, cost and payment procedure for additional work to eliminate the error.


2.5. Maintenance and technical support provided for in the Agreement does not include maintenance in relation to: 2.5.1.

Software support agreement

Ensure that the Customer's employees comply with the rules for operating information systems, computer equipment, peripheral equipment and software maintained by the Contractor. 2.4. The customer has the right: 2.4.1. Monitor the performance by the contractor’s employees of their duties under this Agreement, including using tools. 2.4.2. In case of non-provision or poor-quality provision by the Contractor of the services provided for in this Agreement, the Customer informs him about this in writing in order to take the necessary measures.

If, within five days from the date of receipt of information about violations identified by the Customer, the Contractor does not take measures to eliminate them, the Customer has the right to refuse to fulfill this Agreement. 3. CONDITIONS AND PAYMENT PROCEDURE 3.1.

Software maintenance agreement sample form

Confidential information due to force majeure circumstances or due to the requirements of the current legislation of the Russian Federation, entered into force decisions of a court of relevant jurisdiction or legal requirements of competent government authorities and administration, provided that in the event of any such disclosure (a) the Party will notify the other Party in advance on the occurrence of a relevant event that necessitates the disclosure of Confidential Information, as well as on the conditions and timing of such disclosure; and (b) the Party will disclose only that part of the Confidential Information, the disclosure of which is necessary due to the application of the provisions of the current legislation of the Russian Federation, the decisions of the courts of the relevant jurisdiction that have entered into legal force, or the legal requirements of the competent government authorities and administration. 8.3.

Exhibitions

The archival copy specified in clause 2.12 of this Agreement is created and stored by the Customer on a magnetic medium different from the working database medium. 2.14. The Customer must not carry out actions aimed at attracting the Contractor’s specialists to work for the Customer with the transition to work for them, either as a full-time employee or as a part-time employee. 3. ACCOUNTING OF WORKING TIME AND SERVICES PROVIDED 3.1. Recording of working time and services provided specified in clause 1.2 of this Agreement is maintained by the Parties by drawing up Working Time Record Sheets (hereinafter referred to as LWR).

3.2. LURV contains the following information:

  • date of provision of services;
  • the name of the Contractor's specialist who provided the services;
  • list of services provided, including remote consulting;
  • amount of working time spent;
  • comments on shortcomings in the services provided.

Important

The presence of the Customer’s signature in the LURV means the Customer’s acceptance of the services provided by the Contractor and confirms the amount of the Contractor’s working time spent on the provision of services, subject to payment by the Customer. When indicating the duration of work of the Contractor's specialist in the LURVs, rounding is done to the nearest 0.5 hour. 3.4. At the end of the calendar month, the Parties draw up a Certificate of Acceptance of Services Rendered (hereinafter referred to as the Certificate), which, based on the Working Time Sheets, reflects all services provided, the amount of working time spent and the cost of services provided, determined in the manner prescribed in Section 4 of this Agreement .


3.5.

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Cost of services No. Name of software Number of copies of software Cost of maintenance and technical support for software including VAT 18%, US dollars, for 1 year VAT 18%, US dollars, for 1 year. Cost of software maintenance and technical support including VAT 18%, US dollars, for the reporting period VAT 18%, US dollars, for the reporting period RMS 1 RMS base 2 8,411.04 1,283.04 2,102.76 320.76 2 RMS mapping 1 5,607.36 855.36 1,401.84 213.84 3 RMS structure 2 5,607.36,855.36 1,401.84 213.84 4 RMS wellstrat 1 2,803.68 427.68 700.92 106.92 5 RMS petrophysical modeling 2 14,018.40 2,138.40 3,504.60 534.60 6 RMS indicator simulation 2 8,411.04 1,283.04 2,102.76 320.76 Tempest 7 TempestView 1 2.12 0.32 0.53 0.08 8 TempestMORE (Black Oil & EOS) 1 14,018.40 2,138.40 3,504.60 534.60 9 TempestPVTx 1 4,203.40 641.20 1,050.85 160.30 TOTAL: 63 082.80 9,622.80 15,770.70 2,405.70 Payment schedule.

AGREEMENT

Ufa "__" ___________ 2013


2.1.4. Within 10 days from the date of conclusion of this Agreement, submit to the Customer for approval a list of the Contractor’s employees involved in the provision of services. The Contractor undertakes to notify the Customer in advance of upcoming changes in the composition of employees involved in the provision of services under this Agreement, and to make the corresponding changes only in agreement with the Customer.

2.2. The performer has the right:

2.2.1. In case of failure by the Customer to fulfill the obligations provided for in clauses 2.3.2 - 2.3.4 of this Agreement, suspend the provision of services provided for in this Agreement.

2.2.2. Involve third parties in the provision of services under this Agreement with the consent of the Customer. The Contractor is responsible to the Customer for the consequences of non-fulfillment or improper fulfillment of obligations brought by third parties.

2.3. The customer is obliged:

2.3.1. Timely pay for the Contractor's services under this Agreement.

2.3.2. Provide the necessary technical conditions for their provision at the start of the provision of services.

2.3.3. Provide, in accordance with the Customer's access control requirements, access for the Contractor's employees to information systems, computer equipment, peripheral equipment and software of the Customer. Access to the Customer's server premises is provided to the Contractor's employees included in the list agreed with the Customer.

2.3.4. Ensure that the Customer's employees comply with the rules for operating information systems, computer equipment, peripheral equipment and software maintained by the Contractor.

2.4. The customer has the right:

2.4.1. Monitor the performance by the contractor’s employees of their duties under this Agreement, including using tools.

2.4.2. In case of non-provision or poor-quality provision by the Contractor of the services provided for in this Agreement, the Customer informs him about this in writing in order to take the necessary measures. If, within five days from the date of receipt of information about violations identified by the Customer, the Contractor does not take measures to eliminate them, the Customer has the right to refuse to fulfill this Agreement.

3. CONDITIONS AND PAYMENT PROCEDURE

3.1. All payments under this Agreement are made in Russian rubles according to the bank details of the Parties specified in this Agreement, unless other details are indicated in the invoice for payment.

3.2. Payment is made according to the payment schedule quarterly upon provision of services within 25 banking days from the date the Customer receives the invoice issued by the Contractor on the basis of the Services Acceptance Certificates signed by the Parties.

3.3. Primary accounting documents drawn up to fulfill the obligations of the Parties under this Agreement must comply with the requirements of current legislation.


The Parties have the right not to accept for consideration and execution documents drawn up to fulfill the obligations of the Parties under this Agreement that do not meet the requirements of this paragraph.

Original documents drawn up to fulfill the obligations of the Parties under this Agreement (invoices, invoices, service acceptance certificates, invoices) submitted to the Customer must be sent to the address: Russian Federation, Ufa, st. Bekhtereva 3/1.

3.4. The contact persons of the Parties under this Agreement are:

from the Customer – ____________________, tel. ___________________.

from the Contractor – ____________________, tel. ___________________.

4. Procedure for delivery and acceptance of SERVICES

4.1. Acceptance of services provided is carried out by signing the Service Acceptance Certificates by the Parties.

4.2. At the end of each quarter, the Contractor provides the Customer with a signed Service Acceptance Certificate and an information report no later than the 1st (first) day of the month following the reporting month. The Customer is obliged to sign within 5 (five) calendar days from the date of receipt the Certificate provided by the Contractor or, if there are comments on the services provided, to submit a reasoned refusal to sign it indicating the comments that must be eliminated.

4.3. Simultaneously with the delivery to the Customer of the Service Acceptance Certificate in accordance with clause 4.2 of this Agreement, the Contractor undertakes to provide the Customer with an invoice issued in compliance with the procedure established by the legislation of the Russian Federation.

4.4. The Contractor, having received the Customer’s reasoned refusal to sign the Service Acceptance Certificate, is obliged to eliminate the deficiencies, after which the Customer re-considers and accepts the services for the corresponding reporting period.

4.5. If, after eliminating the deficiencies and re-accepting the services, they do not comply with the requirements of the Agreement and are not accepted by the Customer, the latter has the right to refuse to fulfill this Agreement and demand compensation from the Contractor for damages caused.

5. RESPONSIBILITY OF THE PARTIES

5.1. The parties are responsible for failure to fulfill or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.

5.2. The Contractor is responsible for the safety of materials, equipment or other property transferred to it for the provision of services under this Agreement, necessary for the proper fulfillment of obligations.

5.3. Collection of any penalties, penalties, fines, interest provided for by the legislation of the Russian Federation and/or this Agreement for violation of any obligation arising from this Agreement does not relieve the Parties from fulfilling such obligation in kind.

5.4. In case of violation by the Contractor of the deadlines for providing documents for payment for services provided, provided for in clauses 4.2-4.3 of this Agreement, the Customer has the right to recover from the Contractor a penalty in the form of a penalty for each day of delay in the amount of 0.1% of the cost of services indicated in the untimely submitted service acceptance certificate or invoice.

5.5. In case of failure to provide or poor-quality provision of services by the Contractor under this Agreement, the Customer has the right to demand payment of a fine in the amount of 0.1% of the cost of services not provided/poor quality for each day of delay in the provision of services .

6. TERM OF THE AGREEMENT

6.1. This Agreement comes into force from the moment it is signed by both Parties and is valid for one year, and in terms of payments - until the Parties fully fulfill their obligations under this Agreement.

7. FORCE MAJEURE

7.1. The Parties are not responsible for failure to fulfill any of their obligations if they prove that such failure was caused by Force Majeure, i.e. events or circumstances truly beyond the control of such Party, occurring after the conclusion of this Agreement, and of an unforeseen and unpreventable nature. . Force majeure circumstances include, in particular, fires, floods, earthquakes, military actions, etc. and their consequences, as well as prohibitive measures by government authorities, if these circumstances directly affected the execution of this Agreement.

7.2. The time required by the Parties to fulfill their obligations under this Agreement will be extended by any period during which execution was delayed due to the listed circumstances.

7.3. In the event of force majeure circumstances lasting more than 30 (thirty) days, either party has the right to terminate this Agreement upon written notice to the other party.

7.4. Despite the occurrence of force majeure, before the termination of this Agreement due to force majeure circumstances, the Parties shall make final mutual settlements.

7.5. A Party for which it has become impossible to fulfill its obligations under this Agreement due to the occurrence of force majeure circumstances must immediately inform the other Party in writing about the occurrence of the above circumstances, and also provide the other Party with confirmation of force majeure circumstances within 30 days. Such confirmation will be a certificate or other relevant document issued by the Chamber of Commerce and Industry or another organization (body) performing similar functions located at the place where force majeure circumstances occurred.

8. PRIVACY

8.1. For the purposes of this Agreement, the term “Confidential Information” means any information under this Agreement that has actual or potential value due to its unknownness to third parties, not intended for wide distribution and/or use by an unlimited number of persons, and meeting the requirements of current legislation.

8.2. The Parties undertake to preserve Confidential Information and take all necessary measures to protect it, including in the event of reorganization or liquidation of the Parties. The Parties hereby agree that they will not disclose or allow the Disclosure of Confidential Information to any third parties without the prior written consent of the other Party, except in cases of unintentional and/or forced disclosure of Confidential Information due to force majeure circumstances or due to the requirements of the current legislation of the Russian Federation that have entered into force decisions of a court of competent jurisdiction or lawful requirements of competent government authorities, provided that in the event of any such disclosure (a) the Party will provide prior notice to the other Party of the occurrence of the relevant event that requires the disclosure of Confidential Information, as well as the terms and conditions such disclosure; and (b) the Party will disclose only that part of the Confidential Information, the disclosure of which is necessary due to the application of the provisions of the current legislation of the Russian Federation, the decisions of the courts of the relevant jurisdiction that have entered into legal force, or the legal requirements of the competent government authorities and administration.

8.3. The relevant Party to this Agreement is responsible for the actions (inaction) of its employees and other persons who have access to Confidential Information.

8.4. For the purposes of this Agreement, “Disclosure of Confidential Information” means actions of the other Party unauthorized by the relevant Party, as a result of which any third parties gain access and the opportunity to familiarize themselves with Confidential Information. Disclosure of Confidential Information also recognizes the inaction of the relevant Party, expressed in failure to ensure an adequate level of protection of Confidential Information and resulting in access to such information by any third parties.

8.5. The Relevant Party is responsible for losses that may be caused to the Customer as a result of disclosure of Confidential Information or unauthorized use of Confidential Information in violation of the terms of this article, except for the cases of disclosure of Confidential Information provided for in this article.

8.6. The transfer of Confidential Information is documented in a protocol signed by authorized persons of the Parties.

8.7. The transfer of Confidential Information via open channels of telephone and fax communications, as well as using the Internet, without taking appropriate protection measures that satisfy both Parties is prohibited.

9. ANTI-CORRUPTION CONDITIONS

9.1. In fulfilling their obligations under this Agreement, the Parties, their affiliates, employees or intermediaries do not pay, offer to pay or authorize the payment of any funds or valuables, directly or indirectly, to any persons to influence the actions or decisions of these persons in order to obtain any undue advantage or other improper purpose.

9.2. When fulfilling their obligations under this Agreement, the Parties, their affiliates, employees or intermediaries do not carry out actions qualified by the legislation applicable for the purposes of this Agreement, such as giving / receiving a bribe, commercial bribery, as well as actions that violate the requirements of applicable legislation and international acts on combating the legalization (laundering) of proceeds from crime.

9.3. Each of the Parties to this Agreement refuses to stimulate in any way the employees of the other Party, including by providing sums of money, gifts, gratuitous performance of work (services) to them, and other methods not specified in this paragraph that place the employee in a certain dependence and aimed at ensuring that this employee performs any actions in favor of the Party stimulating him.

The employee’s actions carried out in favor of the Party stimulating him are understood as:

§ providing unjustified advantages compared to other counterparties;

§ provision of any guarantees;

§ acceleration of existing procedures;

at Branch No. 2 of the Moscow State Technical University of the Bank of Russia

From the Customer:

General manager

UfaNIPIneft"

______________ //

From the Artist:

General manager

Systems"

_____________ //

Application

No. ________________ dated “___” ___________ 2013

Agreement on the quality of technical support services provided

1.

RMS petrophysical modeling

RMS indicator simulation

TempestMORE (Black Oil & EOS)

2. List and procedure for providing services:

2.1. In accordance with the terms of clause 1.1 of the Agreement, the Services mean the following:

- providing the Customer with modified/improved versions of the software distributed by the manufacturer without charging additional fees;

Providing the Customer with documentation about resolved errors and software modifications;

Providing Customer support by telephone and email in the form of consultations and recommendations on the use and/or maintenance/maintenance of the software.

2.2. If any emergency problem arises in the operation of the Software, the Customer, as part of receiving software maintenance, can contact the Contractor by email, phone or fax via the hotline, which is open from Monday to Friday from 10-00 to 18-00 (Moscow time, with the exception of days that are non-working holidays in accordance with current legislation). An emergency problem is considered to be deterioration, failure or failure of the software used. In this case:

2.2.1. Problems that do not cause delays or interfere with the operation of other systems must be reported in writing. The written form is considered to be observed when the message is sent by fax or email to the address: *****@***ru, *****@***ru.

2.2.2. The Customer must provide the materials and information necessary for the Contractor to reproduce the identified problem in the operation of the software, and also provide the Contractor with remote access to the software. The Contractor is obliged to correct errors found in the current version of the software by adjusting or replacing versions of its object or executable code.

2.3. Types of errors, methods and timing for their elimination:

2.3.1. Critical errors. A critical error makes the software inoperable. The Contractor allocates workers from its staff to correct a critical error, including, if necessary and at its discretion, sending workers directly to the Customer at its own expense.

2.3.2. Minor errors. These include all other types of software errors. The Contractor will take all reasonable and reasonable measures to include the result of correcting this error in the next major version of the software.

2.4. In cases where the Contractor reasonably believes that the problem reported by the Customer is not an error in the software itself, but is related to the inoperability of other programs or hardware on which the software is installed, he is obliged to notify the Customer in writing. In this case, the Contractor will not take further measures aimed at eliminating the error, other than on the basis of a written instruction on its part. If, after fixing the problem, it was truly established that this error is not related to the software, the Contractor and the Customer sign an additional agreement to this Agreement, which will determine the list, cost and payment procedure for additional work to eliminate the error.

2.5. Maintenance and technical support provided for in the Agreement does not include maintenance in relation to:

2.5.1. Defects or errors resulting from any changes to the version of the software used by the Customer made by any person other than ROXAR and the Contractor.

2.5.2. Any version of the software other than the version (current version) recommended for use at a given time by the software manufacturer (copyright holder) or the current version immediately preceding it, within six months after the release of the current version.

2.5.3. Incorrect use by the Customer of the current version of the software or operator error.

2.5.4. Any defect in the Equipment or any programs used by the Customer in conjunction with the current version of the Software.

2.5.5. Defects or errors caused by the use of the current version on or with computers (other than Hardware) or the use of programs not manufactured by ROXAR and not approved in writing by ROXAR, provided that for this purpose any programs designed to work with the current version of the software in accordance with the technical documentation is considered approved by ROXAR in writing.

2.5.6. Supporting or other programs that have been provided to the Customer for limited use, which are provided on an “as is” basis.

2.6. Services that do not fall under Maintenance and technical support due to the limitations of clause 2.5 of this Appendix are provided by the Contractor for a fee.

2.7. The Contractor must immediately notify the Customer of any improved version of the Software that the Software manufacturer (copyright holder) periodically makes available to all other licensees in Europe.

2.8. After such notification, the Contractor must ensure that the Customer is provided with executable code of the improved version of the Software in machine-readable form, along with technical documentation, within a reasonable time.

2.9. Once provided, the improved version becomes the current version of the Software, to which the provisions of the Agreement and this Appendix will accordingly apply.

4. Duration of service provision: 1 year from the date of signing the Agreement.

5. Place of provision of services:

: Russian Federation, Ufa, st. Bekhtereva 3/1.

The Contractor provides Services in UfaNIPIneft st. _______________________

6. Cost of services

Item no.

Software name

Number of software copies

Cost of software maintenance and technical support including VAT 18%, US dollars, for 1 year

VAT 18%, US dollars, for 1 year.

Cost of software maintenance and technical support including VAT 18%, US dollars, for the reporting period

VAT 18%, US dollars, for the reporting period

RMS petrophysical modeling

RMS indicator simulation

TempestMORE (Black Oil & EOS)

TOTAL:

63 082,80

9 622,80

15 770,70

2 405,70

Payment schedule. Payment for services is made in stages:

For the period of provision of services from November 1, 2013. until December 31, 2013 in the amount of 10,513.80 (Ten thousand five hundred thirteen and 80/100) US dollars, including VAT in the amount of 1,603.80 (One thousand six hundred three and 80/100) US dollars;

For the period from January 1, 2014 until September 30, 2014, payments are made quarterly,

the cost of services will be 15,770.70 (Fifteen thousand seven hundred seventy and 70/100) US dollars, including VAT in the amount of 2,405.70 (Two thousand four hundred five and 70/100) US dollars

For the period from October 1 to October 31, 2014 in the amount of 5,256.90 (Five thousand two hundred fifty-six and 90/100) US dollars, including VAT in the amount of 801.90 (Eight hundred and one and 90/100) US dollars ;

5.1. The total cost of the Services under this Agreement is 63,082.80 (Sixty-three thousand eighty-two and 80/100) US dollars, including VAT 18% 9,622.80 (Nine thousand six hundred twenty-two and 80/100) US dollars.

Application

to the contract for the provision of services for maintenance and technical support of software

No. ________________ dated “__” _____________ 2013

ACT delivery and acceptance No. __

for the provision of maintenance and technical support services

software

Moscow “___” ____201_

-UfaNIPIneft", hereinafter referred to as “Customer”, . R., acting on the basis of the Charter, on the one hand, and Systems", hereinafter referred to as “Executor » , . E., acting on the basis of the Charter, on the other hand, hereinafter collectively and individually referred to as the “Parties” or “Party”, respectively, have drawn up this Acceptance Certificate for the provision of maintenance and technical support services as follows.

In accordance with Agreement No. ____ dated "___" ____ 201_, the Contractor provided the Customer with software maintenance and technical support services for the period from ____ to ______

1. Name of supported software:

Software name

Number of software copies

The cost of software maintenance and technical support including VAT 18%, US dollars, during the period ___. By ___

VAT 18%, US dollars, during the period ___. By ___

The cost of software maintenance and technical support including VAT 18%, rub., during the period ___. By ___

VAT 18%, rub., during the period ___. By ___

RMS petrophysical modeling

RMS indicator simulation

TempestMORE (Black Oil & EOS)

TOTAL

15 770,70

2 405,70

2. Cost of Services under this Act for the period from 01/01/2014. until March 31, 2014 is: 15 770,70 (Fifteen thousand seven hundred seventy and 70/100) US dollars, including VAT 18% 2,405.70 (Two thousand four hundred five and 70/100) US dollars, which is equivalent to _______ (________) rubles at the rate of the Central Bank of the Russian Federation for _________, equal to ______, including VAT 18% _______ (________) rubles.

3. The Customer has no claims against the Contractor.

4. This Act is drawn up in 2 copies having equal legal force, one for each of the Parties.