Agreement no. …….

The Agreement is concluded by and between:

_________ head office in _________, ___________ Street, district __, postal code ______, registration
no.__________, fiscal registration code_________, account no.:_______________, opened at ____________
Bank, through its authorized representatives, hereinafter called the “Beneficiary”,

and

________, head office in ______, postal code _____, registration no. _____ , fiscal registration code _____,
account no. _____, opened at ________, through its authorized representatives, hereinafter called the
“Contractor”

hereinafter individually referred to as the “Party” and jointly referred to as the “Parties”.

PREAMBLE

Considering that:

As the Beneficiary intends to …………… , Contractor undertakes to perform the activities required by
Beneficiary, according to all professional standards applicable, to all Beneficiary instructions and to the provisions
of this Agreement.

NOW, THEREFORE, Parties agree to conclude this Agreement under the following terms and conditions:

1. GENERAL REPRESENTATIONS AND WARRANTIES

1.1 Each Party represents and warrants to the other Party that, at the time of this Agreement and at any time
thereafter:
(i) it is a company duly incorporated and validly existing under the laws of ……. and it has the capacity to
own its assets, conduct its business as presently conducted and to enter into, observe, and perform its obligations
under this Agreement;
(ii) this Agreement and the transactions contemplated thereby have been duly authorized by all requisite
corporate action of Contractor and that this Agreement constitutes its valid and legally binding obligation,
enforceable in accordance with its terms, except as such enforceability may be limited by applicable insolvency,
bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally;
(iii) neither the making of this Agreement, nor the compliance with its terms will conflict with or constitute a
default of any of the terms, conditions or provisions of any pledge, mortgage, agreement or other instrument or
arrangement which it has entered into or by which it is bound or result in their non-performing or require any consent
under, for the execution of this Agreement, as well as compliance with its terms will not violate any of the terms or
provisions of its by-laws or any judgment, jurisdictional administrative act, decree or order or rule or regulation or
instruction applicable to it;
(iv) it is not in violation of any statute or regulation of any authority and no judgment or order has been issued
which has or is likely to have any materially adverse effect on its business prospects or financial condition or make it
improbable that it will be able to observe or perform its obligations under this Agreement.

2. PARTIES RELIANCE
2.1 Both Parties acknowledge that they make the representations and warranties in Art. 1 with the intention of
inducing the other Party to enter into this Agreement and that the other Party has entered into this Agreement on the
basis of, and in full reliance on, each of such representations and warranties.
2.2 Each Party warrants to the other Party that each of such representations is true and correct in all material respects
as of the date, and during the term hereof and that none of them omits any matter the omission of which makes any of
such representations misleading.

3. RIGHTS AND REMEDIES

3.1 A Party's rights and remedies in relation to any misrepresentation or breach of warranty on the part of the other
Party are not prejudiced:
(i) by any investigation by or on behalf of one Party into the affairs of the other Party;
(ii) by the execution or the performance of this Agreement; or
(iii) by any other act or thing which may be done by or on behalf of a Party in connection with this Agreement
and which might, apart from this Section, prejudice such rights or remedies.

4. ENTERING INTO FORCE / DURATION

4.1 This Agreement shall enter into force when signed by both Parties, but the performance of obligations, and
satisfaction and enforcement of rights hereunder may only be sought after delivery by Contractor to Beneficiary,
cumulatively, of the original bank guaranties and of the insurance policies requested hereby.

4.2 Agreement shall be valid for a period of 1 year as of its signing date. Should no termination event occur before
expiry date, the Agreement may be extended for another period of 1 (one) year from the expiry date by an addendum
signed by both Parties.

5. SCOPE OF THE AGREEMENT

5.1 This Agreement may be utilized by any subsidiary or affiliate of the Beneficiary and the Contractor 5agrees to
provide Services to any such subsidiary or affiliate in accordance with the terms and conditions of this Agreement.
5.2 All work results hereunder, tangible media in which are fixed data, test results, reports of whatever nature and
services performed according to this Agreement, shall vest in Beneficiary with effect from the date of respective
payment.
5.3 Except if otherwise expressly specified, this Agreement does not give to the Beneficiary the right for the use
of, or the right to use any copyright of scientific work, know-how, including any patent, trademarks or other like
property or rights, design or model, plan, secret formula or process or any information concerning industrial,
commercial or scientific experience belonging to the Contractor.
5.4 Contractor shall perform the Project on a task by task basis by way of separate Orders in accordance with the
provisions, specifications, conditions, warranties and agreements set forth herein and in the appendices hereto.

For the rendered and accepted Services, Contractor shall be entitled to receive the price of the Services established in
accordance with the fees mentioned in the price list detailed under Appendix 1.
5.5 The Beneficiary shall specify in each Order the details of the requested Services (e.g. specifications, subject,
deadline etc). The details of each Order have to be acknowledged by the Contractor in writing, within 30 minutes
as of the receipt of the Order. Should the Contractor not issue any written acknowledgment, the Order shall be
considered as fully accepted by the Contractor.
5.6 The Contractor must verify with due diligence the details of the Services requested in each Order. The
Contractor shall immediately inform the Beneficiary of any objections / comments related to the requested
Services. The Contractor must submit to the Beneficiary its objections / comments or any motivated proposal for
changing the details of the requested Services (if deemed necessary) within the above mentioned time period of 1
Working Day. Should the Contractor not inform the Beneficiary of its objections / comments / changing proposal,
the Contractor must deliver the Services with the exact details as stipulated in the Order.

The Order must indicate the quantity, value, kind and description of Deliverable / Services and expected date of
delivery / execution of the Service and shall be binding for Contractor once accepted.

The Purchase Orders issued by the Beneficiary based on the Agreement shall represent an estimation of the value
of the Services needed by the Beneficiary for the next period and shall not be deemed as an engagement from the
part of the Beneficiary with respect to the effective use and payment of such Services.

5.7 Beneficiary reserves the right to withdraw totally or in part any Order, without reason, but only for the part of
the Services not effectively performed up to the moment of rejection. Beneficiary shall be exempt from any
liability in relation to such withdrawals of orders.
5.8 For the avoidance of doubt, particular efforts (or costs) which are necessary to achieve the scope of the
Agreement as stated within the Agreement shall not be deemed to constitute a change in the scope of the
Agreement.

5.9 However, in case of any change in the scope of the Agreement is required by Beneficiary the unitary prices
agreed hereunder shall apply. If no unitary prices have been established the price for such changes shall be settled
through negotiations and shall be established in an addendum signed by both Parties.

6. OBLIGATIONS OF THE CONTRACTOR

The Contractor shall have the following obligations:
6.1 To properly fulfill its obligations in accordance with the object of the Agreement within the Project timetable set
forth hereunder and / or within the Term for Completion of the Project.
6.2 Should an error occur in the performance of the Services due to the Contractor, the Contractor should remedy,
at its exclusive expense, such errors within 1 (one) calendar day as of receiving the Beneficiary’s written
notification in this respect. The Contractor shall remedy such error without causing any prejudice to the
Beneficiary. The Contractor has to remedy any malfunction caused by his fault, in accordance with the
Beneficiary’s needs and requirements.
6.3 The Contractor shall be liable for the compliance with any type of regulation by all its 6pecialists,
Subcontractors and suppliers, as well as their respective employees.
6.4 Contractor shall provide the Deliverables to the Beneficiary within agreed terms and deadlines and shall
respect the Term for Completion of the Project.
6.5 During the progress of the Services, Contractor will draft and send consolidated reports presenting the status of
undertaken activities, the time allocated and the results achieved under the assignment.
6.5 BENEFICIARY undertakes to keep confidentiality with regard to the financial agreements with SERVICE
PROVIDER, including towards the translators / interpreters appointed by SERVICE PROVIDER.
In case of a breach of the clause 7.6 the BENEFICIARY shall pay to the SERVICE PROVIDER damages
amounting to 50,000 EUR per occurrence converted in RON at the exchange rate set by the RNB on the date of
invoicing.

7. OBLIGATIONS OF THE BENEFICIARY

The Beneficiary shall have the following obligations:
7.1 To provide the Contractor with all data and information in its possession, that is necessary for the
performance of Services.
7.2 To pay the invoices issued in accordance to this Agreement, for the effectively rendered and accepted
Services.

8. WORKFLOW
8.1 The Parties mutually agree to draw up a Workflow for each stage of work, based on the Beneficiary’s needs.
Said Workflowas well as the shall be contained in the Appendix no 4 (Workflow).

9. PERFORMANCE TERMS
9.1 Contractor shall perform the Services according to the Standards and Beneficiary’s requirements, within the
agreed Term for Completion and in accordance with the provisions of this Agreement. Contractor acknowledges
that compliance with the agreed delivery / performance dates and deadlines is of the essence of the Agreement.
9.2 In case of non-compliance with agreed dates or deadlines Contractor shall be deemed as not performing in
conformity with the Agreement and shall be liable for any and all adverse effects caused to the Beneficiary
thereby. In case of delay, Contractor shall inform Beneficiary of reasons and estimated delay period. However,
such notice will not be deemed as a waiver of Beneficiary’s rights in case of delay of Contractor’s performance.
9.3 The Beneficiary shall be entitled, without obligation to give reasons, to demand Contractor to interrupt
delivery or completion and to reschedule agreed dates and deadlines for those services where performance has not
commenced at the time of interruption.
9.4 Contractor shall execute his mandate in accordance with the state of the art generally accepted for the
respective work, the relevant applicable regulations and Standards.
9.5 All documentations, standards, specification, drawings, calculations and the like as well as models and tools
hereinafter referred to as “documentation” provided by Beneficiary to Contractor shall remain property of
Beneficiary and shall be returned without delay upon completion of the Agreement, in a maximum period of 10
Working Days. They shall neither be copied nor stored or otherwise in whatsoever format remain with Contractor;
nor made by Contractor accessible to third parties (excluding Contractor’s subcontractors, if applicable); nor used
for purposes other than for the fulfillment of legal or contractual obligations to Beneficiary. Any retention right of
the Contractor, of whatsoever nature or origin, is excluded.
9.6 The Contractor shall provide the Beneficiary with complete Weekly Reports in order to inform the Beneficiary
of the status of the performance of the Services. The Weekly Reports shall be sent to the Beneficiary’s Project
Manager.

10. COMPLIANCE
10.1 The Contractor shall carry out, at its own cost and expense, all measures which are necessary to establish
compliance with the requirements laid down by the applicable laws, Beneficiary requirements and the provisions
of this Agreement.
10.2 The Contractor shall examine the Beneficiary's requirements as to whether they are consistent with the
applicable laws, as well as with the purposes disclosed by the Beneficiary to the Contractor.
10.3 If the Contractor believes that there is no compliance with the applicable laws it shall immediately inform the
Beneficiary thereof and it shall make proposals in order to achieve compliance.
10.4 If the effects of proposals made by the Contractor in order to achieve legal compliance extend the time
required to execute a Project by more than 5 days , Beneficiary may terminate the Agreement. In case of such
rescission, the provisions hereof referring to termination shall apply mutatis mutandis.
10.5 The Contractor undertakes to obtain, at its own expense, all necessary permits (if any) for accomplishment of
the object of the Agreement.
10.6 Contractor shall fulfill or remedy within required time all conditions imposed and complaints raised by the
authorities based on applicable laws or standards, as far as they relate to the object of the Agreement.

11. CONTRACTOR’S PERSONNEL

11.1 The Contractor warrants that it and / or its Subcontractors have an adequate number of appropriately trained
and experienced employees available to carry out the desired work.
11.2. Contractor warrants that the personnel assigned for Services performance will be properly trained, skilled,
experienced and specialized in their respective fields and capable of performing the Services.

11.3 Beneficiary reserves the right to reject the Specialists at its sole discretion and without any justification.
11.4 In cases the allocated personnel is no longer available for justified reasons (e.g. illness), the Contractor may
propose to Beneficiary replacement personnel with similar qualification within such period as may be reasonable,
but no more than 5 Working Days.
11.5 The Contractor has the obligation, and the Beneficiary has the right to reject the employees that do not
comply with the Romanian legal provisions in force. Any delay or cost of any nature entailed by failure to comply
with this provision shall be borne by the Contractor.
11.6 In all cases, the Contractor shall make sure that its employees have all the necessary documents (passport,
employment approval, labor permit, residence permit and other similar documents) and that they are able to show
these documents to the Beneficiary or other verifying bodies upon their request, without any delay. A similar
obligation applies to the Subcontractors of the Contractor, as well as their respective employees.
11.7Vacation of Contractor’s personnel must be coordinated with the Beneficiary’s Project Manager.
11.8 Contractor is bound to ensure that the Specialists shall not be replaced without Beneficiary’s prior written
consent. Should a Specialist be unavailable for certain justified reasons Contractor may propose for replacement
another Specialist with similar qualification within a period of 1 working day as of the moment the initial
Specialist became unavailable.

12. REPRESENTATIVES
12.1 Each Party shall appoint a Project Manager (the “Project Manager”), who shall be the contact person on
behalf of the respective Party, and shall submit this information to the other Party in written within 1 day after the
Agreement conclusion.
12.2 The Project Manager shall be empowered with full authority to coordinate the Project and give instructions,
opinions or make proposals in this respect unless otherwise notified to the other Party in writing. However, oral
instructions and agreements between the Beneficiary and the Contractor shall not be binding, unless they are
confirmed in writing.
12.3 The Project Manager shall deal with any problems raised in connection with the performance of this
Agreement and he shall be primarily contacted by the other Party for any issues related to this Agreement.
12.4 The Project Manager shall have the authority to make specialized technical decisions and to make statements
that entail obligations under this Agreement provided that such decisions / statements are in the normal agreed
course of execution according to this Agreement.
12.5 Following the initiation of the Services, Parties may jointly set up, by written notices agreed by the other
Party, a project team (“Project Team”) in order to perform the obligations established under this Agreement. The
Project Team shall be headed by both Project Managers.
12.6 All the decisions adopted by the Project Team or Project Manager have to be recorded in writing.
12.7 Once agreed, the members of the Project Team and the Project Manager of Contractor may be replaced only
upon obtaining the written consent of the Beneficiary.

13 SUBCONTRACTORS
13.1 Should the Contractor intend to subcontract to third parties the performance of certain Services, such
Subcontractors and such specific Services must be previously notified to the Beneficiary. No subcontractor shall
be involved in the project without prior written agreement of the Beneficiary.
13.2 For the purpose of issuing a written acceptance, the Beneficiary may request and the Contractor must provide
it with relevant parts of its agreements concluded with the proposed Subcontractor(s).
13.3 The Beneficiary may ask the Contractor to immediately remove a Subcontractor or Specialist, without the
possibility for the Contractor to issue any claims against the Beneficiary for this reason.
13.4 The Contractor undertakes to hire only licensed professionals for the Project. In performing the Agreement,
Contractor also undertakes to comply with and to procure compliance by the Subcontractors with the relevant
laws, particularly with the labor law and social security provisions as well as with labor protection laws.
13.5 The Contractor undertakes to enter into contracts only with Subcontractors which agree to comply with the
contractual obligations assumed hereby.
13.6 The Contractor shall seek the best possible technical and time-wise consensus with all Subcontractors,
Specialists and other persons involved in the Project in order to ensure a smooth progress of the Project.
13.7 The Contractor shall be liable for the work performed by its Subcontractors as if such work has been
performed by itself.

14. PAYMENT

14.1 The Contractor shall issue the invoice(s) in RON and the invoices shall be due and payable, by payment
order, within a period of 45 (forty-five) days as of receipt of the invoice against the following documents:
 original invoice specifying the performed and accepted Services;
 Order(s) number requesting the invoiced Services.
 Contract number
 Cost center and department
 Company code
14.2 Contractor hereby agree s that the Beneficiary shall bear no liability towards the Contractor, including but not
limited to the payment of any interest or damages, in case payment instructions for any due obligations
hereunder are given by the Beneficiary on the last day of the payment period at the latest  and due to such
Contractor’s account is credited within the next 5 Working Days from the last day of the respective payment
period.
14.3 The Beneficiary shall pay only for the Services effectively and properly rendered by the Contractor, based on
the Consolidated Reports of the respective Services, signed by the Beneficiary without objections, and based on
the invoice issued by the Contractor.
14.4 The payments shall be made only after full acceptance. Full acceptance shall not be unreasonably withheld or
delayed. Services not completed, where the failure to complete is due to the default of the Contractor, shall not be
paid by the Beneficiary.
14.5 All invoices must specify the number and date of the related Order(s), the type of Service performed its
respective corresponding value and shall evidence VAT according to applicable fiscal regulations.
14.6 The Parties shall observe the relevant VAT and invoicing legal requirements applicable to the Services
covered by this Agreement, including but without being limited to the rules regarding the place of supply of the
Services.
14.7 No additional costs (e.g. flights, meals, accommodation etc) may be invoiced to the Beneficiary, except for
the fees agreed for performing the Services.
14.8 The Parties expressly state that agreed compensation corresponds to the fair market value of the agreed work
and it is considered to be serious and honest according to both Parties' will. The Contractor shall not use any
amount of monez received from the Beneficiary for illegal or immoral puroses. In addition, the Contractor
expressly waives its right to adjust the agreed price on the basis of any indices whatsoever.
14.9 Contractor shall keep true and accurate books and records in such detail as necessary to identify the costs
related to rendering the Services / works and it shall give possibility to the Beneficiary, upon its request, to inspect
at any time these books and records.
14.10 All payments to the Contractor shall be made without set-off or counterclaim. If any deduction is required
by law to be made from a payment hereunder, by way of tax, the Beneficiary shall deduct the withholding tax out
of the amount stipulated on the corresponding invoice. At the request of Contractor, the Beneficiary will
provide in an 120 days term (since the date of request) a certificate or any other form of documentary evidence
issued by the relevant Romanian tax authorities which shall attest the payments made by the Beneficiary in
respect of withholding taxes related to this Agreement.

14.11 In case the Contractor is organized as a partnership or any other similar legal form, the Contractor shall
provide to the Beneficiary together with the aforementioned fiscal residency certificate, the list of all partners and
their participation percentages to the Contractor’s share capital. Based on this statement, the Beneficiary shall
apply the provisions of the relevant Double Tax Treaty only for those partners mentioned in the aforementioned
fiscal residency certificate as tax residents in the respective country.

15. ACCEPTANCE
15.1 Following the delivery of the Services by the Contractor, the respective Services shall be verified for
acceptance by the Beneficiary within 2 days after notice of completion has been given by the Contractor. On the
notified date, the complete documentation shall be made available to the Beneficiary for examination of its
completeness.
15.2 Should the Beneficiary have any objections, such objections must be inserted in the body of the Consolidated
report. Should the Consolidated report not be signed by the Beneficiary’s Project Manager, the Beneficiary shall
inform the Contractor’s Project Manager of its objections within 2 Working Days as of the receipt of the
Consolidated report, by submitting said document by fax or by any mean ensuring confirmation of receipt.
Within1 Working Days as of the moment when the Contractor’s Project Manger becomes aware of the
Beneficiary’s objections, the Contractor shall analyze them and must send its response containing possible
remedies / solutions and estimated deadline of remediation. Upon receiving an acceptable remedy proposal and
deadline, Beneficiary shall issue a notification containing the approval of such proposal. Following the
performance of such remedies, a new acceptance shall be performed. Should the Beneficiary still have any
objections, the entire procedure must be reiterated until the Services shall be accepted without any objections. Yet,
no more than 3 acceptance procedures may take place. In case that after three acceptance procedures the
Beneficiary still has objections, it shall be deemed that Contractor did not perform its obligations hereunder and it
shall be liable for the breach hereof.
15.3 Until concluding the Consolidated report without any objections, the Contractor may not issue an invoice for
the rendered but not fully accepted Services.
15.4. The Contractor shall bear any risk related to its performance until Acceptance. This includes in particular any
destruction (loss), damage or theft and applies also to materials provided, components and other items the
Contractor accepted from the Beneficiary or third parties.

16. WARRANTY
16.1 The Contractor warrants that the Services shall be properly performed, with maximum diligence, in a
professional manner by adequately qualified personnel, in sound condition, with due care and diligence and shall
satisfy the requirements contractually agreed upon. The Services shall fully comply with the details of the Scope
of Work, received Orders, Beneficiary’s instructions and the provisions of this Agreement.
16.2 In the event of a Defect or inconsistency in the Services, notified by the Beneficiary to the Contractor,
Contractor shall promptly rectify such Defects or inconsistencies, at its own expense and without any additional
charge, within a period of 3 days from the notification hereof, without prejudice to all further rights of the
Beneficiary. If the defect / inconsistency has not been remedied at the end of the mentioned period, Beneficiary is,
with respect to the faulty Deliverables, entitled to a proportionally reduction in the remuneration or to lawfully
terminate the Agreement with a prior notification and without the court intervention or other formalities being
necessary and ask for damages for the prejudice caused hereby. The burden of proof in this instance lies with the
Contractor.
16.3 Contractor shall immediately inform the Beneficiary without delay, in writing and accompanied by an
appropriate explanation, of all facts, events or circumstances that may affect the successful performance of the
Services.

17. LIABILITY:
17.1 Contractor shall be liable and fully indemnify the Beneficiary for any Defects, inconsistencies, errors or
omissions of its performance hereunder as well as for any breach of this Agreement.
17.2 Contractor shall be unconditionally liable and fully indemnify the Beneficiary for any damage which is
caused by acts or omissions of all Specialists as well as their representatives and servants.
17.3 Contractor shall be fully liable and shall defend, hold harmless and immediately fully indemnify the
Beneficiary for and against all damages that may arise from Contractor's failure to fulfill his contractual
obligations, in particular from the assertion of claims by third parties.
17.4 Contractor shall be fully liable and shall defend, hold harmless and immediately fully indemnify the
Beneficiary for damages to life, body and health of Beneficiary’s employees, representatives, consultants and
agents caused by the Contractor (or by its employees, subcontractors etc.).
17.5 In case of any breach of the confidentiality obligation Contractor shall hold harmless and fully indemnify the
Beneficiary in respect of the damages caused by such breach.

18. PENALTIES
18.1 For delayed or bad performance or non-performance of the object of the Agreement and assumed contractual
obligations, for each day of delay the Contractor shall pay penalties of 0.06 % out of the value of these Services.
18.2 Should the Beneficiary delay the payment of the invoices for the performed Services due to unjustified
reasons, for each day of delay the Beneficiary shall pay penalties of 0.06 % out of the value of the matured unpaid
amounts. The aggregate value of the penalties shall not exceed the value of the matured unpaid amounts.
18.3 The penalties shall be paid on demand and can be set-off against any payment due in favor of the Party
claiming such penalties.

19. PROPERTY RIGHTS

19.1 Beneficiary acquires unrestricted ownership of the subject matter of the Agreement and of all the documents
pertinent to it, no matter of their type or nature or stage of finalisation, immediately upon their preparation. Any
potential rights in them, in particularly copyrights, shall exclusively and unrestrictedly belong to the Beneficiary,
except for the situation in which the payment for the corresponding Services is not done or is delayed with more
than 60 days for reasons which are not imputable to the Contractor. The Contractor is entitled to use all results
developed for the Beneficiary under this Agreement.
19.2. Notwithstanding anything to the contrary under this Agreement, the Beneficiary is not granted with the right
to use any know-how belonging to the Contractor. This Agreement does not give the Beneficiary the right for the
use of, or the right to use any copyright of scientific work, including any patent, trademarks or other like property
or rights, design or model, plan, secret formula or process or any information concerning industrial, commercial or
scientific experience belonging to the Contractor.
19.3 The Contractor remains the owner of all methodologies, know-how, ideas, inventions, patents, and pre-
existing software used to perform the Services under this Agreement.
19.4 Contractor shall, at its own expense, defend, fully indemnify and hold harmless the Beneficiary against all
claims, demands, causes of action, alleged debts or liabilities brought against the Beneficiary that may arise from
an alleged infringement, misappropriation or violation of any industrial / intellectual property rights or copyrights
in relation with the Services performed by the Contractor, and the Contractor shall reimburse to the Beneficiary all
costs, including legal expenses, related to such infringement, claims, demands, causes of action.
19.5 Beneficiary shall notify Contractor of such claims demands, causes of action, alleged debts or liabilities as
soon as possible and in writing. Contractor shall provide appropriate support for defense.
19.6 In the event of an infringement of any industrial / intellectual property rights or copyrights, without exclusion
of further Beneficiary’s claims based on third parties claims in relation to such infringement, Contractor shall, at
its own expense, alter or replace the respective results of its performance in such a way that there is no longer an
infringement of industrial / intellectual property rights or copyrights of third parties. If none of these alternatives is
reasonably available, Beneficiary will be able to terminate the Agreement in accordance with the provisions of
chapter 28. In such case, the Contractor shall cover all damages caused to the Beneficiary, due to the above
mentioned infringement.

20. INSURANCE

20.1 The Contractor is obligated to have and maintain a business liability insurance with the minimum insurance
coverage as stipulated in Appendix 7 or proportionately to the extent of the contract and the risk entailed by
making delivery r and shall provide evidence thereof to the Beneficiary in 15 Working Days after the signature of
the present Agreement, otherwise, the Contractor shall be considered in default and the Beneficiary shall be
entitled either to terminate the Agreement in accordance with the provisions of chapter 28 or to postpone any
Order for an unlimited period of time, however not exceeding the moment when such a confirmation of insurance
has been submitted.
If the case, the Company shall reasonably determine on his own whether the presented proofs of insurance
establish appropriate coverage with respect to the subject of the contract and the risks entailed by making delivery.
Obtaining the insurance required by this clause shall not in any way limit, alter or affect the liability and
obligations of the Contractor under this Contract anyhow. Any amounts not insured or not recovered from the
insurer shall be borne by the Contractor in accordance with its obligations and liabilities.

20.2 The liability insurance shall cover the following:

a) Third Parties’ Damages,
b) Third Party Property Damages,
c) Professional Liability for Damages.

20.3 Beyond the above requested insurance, Contractor has to conclude and maintain all other insurances
mandatory requested by the local law.

21. SECURITY/ PREVENTION:

21.1 Contractor undertakes to observe and comply with Beneficiary’s HSEQ Requirements which are presented in
the Annex
2 to the Agreement and to inform the Beneficiary promptly of any violations thereof. If the Contractor is notified
of security requirements, receipt thereof shall be confirmed by e-mail, fax or in another written form and, to the
extent that no specific date is indicated, they shall become binding effective immediately after notification.
21.2 Prevention of accidents: Contractor shall take and permanently check compliance with all safety measures to
prevent working accidents, in accordance with the laws applicable in Romania.
21.3 Contractor shall be liable that all of his employees have received proper safety training and personal
protective equipment and that he has taken all reasonable and necessary safety precautions in relation to its
employees and equipment.
21.4 Mandatory social security: All Contractor employees, representatives, agents etc shall be fully covered by
Romanian social security insurance.
21.5 Compliance with the law: Only persons who fulfill all current statutory and regulatory provisions (e.g. proof
of qualification for the work provided; working permit) may be involved in performance this Agreement.
21.6 To the extent that special security measures are used, such as passwords, copy protection, etc., these shall be
defined jointly with the Beneficiary. The Contractor undertakes to not install any access rights for which the
Beneficiary is not authorized.
21.7 In the event that security requirements are not complied with, this shall result in the non-fulfillment of this
item of the Agreement which constitutes a major violation of the Agreement, having as possible effect the
termination of the Agreement, according to Beneficiary’s option.

22. DATA PROTECTION

22.1 Parties hereto undertake to comply with legal requirements in Romania concerning data protection.
22.2 Contractor declares that it is aware of restrictions imposed by capital market legislation in Romania related to
privileged information use and dissemination and confirms that it will comply with such restrictions.
22.3 Contractor hereby undertakes to deliver to Beneficiary’s Project Manager the list of their Specialists,
Subcontractors and the Subcontractors employees, who have access to Beneficiary’s privileged information, in
order for such list to be notified to the competent authority.

23. CONFIDENTIALITY
23.1 The Contractor shall keep strictly confidential and shall not disclose this Agreement, including all annexes
and addendums, the execution of the Project, including all plans, descriptions of equipment, photos, drawings etc,
any data, information, and software disclosed in connection with the Agreement, as well as any information it may
become aware of by virtue of or in connection with the business relationship hereby entered into, regardless of
whether the data and / or information have been conveyed by oral, written, and / or electronic means – and in the
later case regardless of the nature of the medium or data carrier (“Confidential information”).
23.2 The Contractor shall in particular not use this Project for advertising purposes or as reference project without
the Beneficiary's prior written consent (in particular not on its website or in the course of personal contacts with
potential clients, or media representatives).
23.3 Contractor shall treat Confidential Information with strict confidence and refrain from disclosing it to third
parties. Contractor may disclose information about this Agreement and the Project only to persons involved in the
Project execution and only to the extent this is absolutely necessary for the performance of Project tasks. Such
information shall first be reported to the Beneficiary, who may decide at its free discretion whether and to who
said information shall be disseminated.
23.4 Contractor undertakes towards the Beneficiary to impose the confidentiality obligation, as written hereunder,
upon his Specialists and Subcontractors.
23.5 It is understood that neither Party will make any media release, public announcement or other public
disclosure relating to the subject matter of this Agreement without having obtained the prior written approval by
the other Party.
23.6 Such Confidential Information includes, but is not limited to, data and information of any kind. Without
prejudice to contrary provisions set forth in this Agreement, information shall not be regarded as Confidential
Information for the purposes of this Agreement if:
- it is or becomes generally known for reasons that are not otherwise attributable to fault on the part of a Party;
- it was already in the possession of a Party prior to the conclusion of this Agreement without any legal
obligations being violated and it is subject to no restrictions as to its use or disclosure;
- it was independently developed by a Party without such a circumstance constituting a breach of this Agreement.
23.7 The disclosure of information shall entitle the Beneficiary to demand compensation from the Contractor and /
or to terminate the Agreement.
23.8 Contractor shall be entirely liable for any of the Specialists’ breach of the confidentiality obligation and it is
fully responsible for binding the Specialists to such confidentiality obligation.
23.9 The confidentiality obligations shall remain in force after the termination of the Agreement, irrespective of its
termination reasons for an indefinite period of time.
25.10 Upon termination of this Agreement, Contractor is bound to hand over to the Beneficiary all available
documentation and materials provided by Beneficiary or solely created for the Beneficiary based on this
Agreement or necessary for operating the already performed object of Agreement.

24. FORCE MAJEURE

24.1 Should an event considered as force majeure prevent a Party from executing its obligations under the
Agreement, the execution of the obligations shall be postponed as long as the force majeure persists. Such events
will release a Party from its obligations only if it causes the impossibility of performance of the requirements of
this Agreement and not simply if the event causes performance to be more difficult or more costly.
24.2 The Party invoking the force majeure occurrence must follow the following procedure in order to be
exonerated of its obligations for the period of the event constituting force majeure:
a. said Party must notify the other Party the beginning and the end of the event constituting force majeure, within 5
(five) days as of the beginning and the end of said event;
b. said Party must sent to the other Party within 15 (fifteen) days after notification a certificate issued by
competent authorities, certifying the beginning and respectively the end of the event constituting force majeure.
Without such certificate, the respective case of force majeure may be considered irrelevant by the other Party.
24.3 For the purpose of this paragraph, competent authorities are, in particular, a government administration and /
or a chamber of commerce.
24.4 In case of non-observance of the above, it shall be impossible to invoke the event of force majeure and it shall
not be considered as such.
24.5 Events constituting force majeure shall consist in circumstances independent of the Parties’ will and they
shall include, but without limitation to: disasters, earthquakes, typhoons, national and branch strikes, floods.
24.6 Should the duration of the event constituting force majeure exceed 30 (thirty) consecutive days, the other
Party is entitled to terminate the Agreement without the intervention of a court of law or any further formalities by
sending to the other Party a written notification in this respect.
24.7 For the duration of force majeure event, no penalty, interest or fines can be claimed by either Party.

25. TERMINATION
25.1 This Agreement may be terminated:
a. by mutual consent amongst the Parties,
b. at the expiry date, if applicable;
c. by Beneficiary’s unilateral denunciation through the submission of a Beneficiary’s written notice to the
Contractor. In such case the Agreement will be deemed terminated on the submission date of the notification;
d. lawfully, with immediate effect, without any other formality, except for a written notice from the other Party in
this respect and without the Court intervention, should either Party, at any time during this Agreement, become
insolvent as per any of the provisions of any applicable insolvency act or makes a voluntary assignment of its
assets for the benefit of creditors or is adjudged bankrupt;
e. lawfully, with immediate effect, without any other formality except for a written notice from the other Party in
this respect and without the Court intervention, if Force Majeure prevents either Party from fulfilling its
contractual obligations, under this Agreement for a period of over 30 days from the date of the force majeure event
notification;
f. by lawful termination, with immediate effect, without the intervention of a Court and without a period of grace,
based on a written termination notice submitted to the Contractor as from the submission date of such notice, in
the event:
- the Contractor failed to fulfill, inappropriately fulfilled or fulfilled with delay its contractual obligations or
- Contractor discontinues his activities for more than one month without justification;
- Contractor loses its entitlement to trade or sells its business,
25.2 In the event this Agreement has been terminated in conformity with the above-mentioned provisions, all
rights and obligations ensuing from this Agreement shall become null and void.
25.3 The Party in fault with respect to termination shall be liable towards the other Party for all damages provoked
(including all additional expenses for the completion of the object of the Agreement).
2.4 In case of termination by Contractor’s fault, the Contractor is obliged to pay to the Beneficiary a contractual
penalty of 20% of the total Agreement value accrued up to that time, in addition to the damages paid according to
Clause 19 of this Agreement.

25.5 Up to the termination of this Agreement, both Parties shall fulfill all their obligations under this Agreement.
The termination of this Agreement shall not release either Party from its obligations or liabilities under this
Agreement arising up to the date of termination.
25.6 All the Services effectively provided according to the Agreement up to the effective time of the termination,
accepted by Beneficiary, but not yet invoiced shall be remunerated. The invoices for Services performed prior to
this Agreement having become null and void shall be issued and payable as written in this Agreement.

26. SUSPENSION:
26.1 In case of any dispute, the Contractor may not suspend his contractual obligations in whole or in part and it
may not assert any other right of retention.

27. LEGAL SUCCESSOR

27.1 Should the Contractor’s legal form change in any way, the Contractor shall promptly notify the Beneficiary in
written form and provide evidence thereof; all its duties and rights shall be transferred to the legal successor.
27.2 The Beneficiary, however, reserves the right to denounce the Agreement within three (3) months after receipt
of such a notification, without the possibility to be penalized by Contractor hereunder.

This Agreement has been prepared in two original counterparts have been made, one original for each Party with
equal validity. Each Party expressly declares having received its original.

IN WITNESS THEREOF, the Parties have caused this Agreement to be executed this day, _________ by their
duly authorized representatives.