Contract No. 251121
for information services in contextual advertising systems
St. Petersburg 25.11.2021

LTD. "___________" hereinafter referred to as the "Customer", represented by the General Director ______________, acting on the basis of the charter on the one hand, and the Individual entrepreneur Balandin Vitaly Nikolaevich, hereinafter referred to as "Contractor", represented by Balandin Vitaly Nikolaevich, acting on the basis of a certificate of registration as Individual Entrepreneur MRSN 316784700320098, on the other hand, jointly referred to as the "Parties", and each separately as the "Party", have concluded this Agreement, hereinafter referred to as the "Agreement", on the following:

1. SUBJECT OF THE CONTRACT
   
   • The Contractor, on the instructions of the Customer, undertakes to provide marketing and consulting services, and the Customer undertakes to accept the services properly rendered and pay for them in the manner, in the amount and terms established by the Contract and Annexes.
   • The Customer assigns, and the Contractor assumes the services of organizing and conducting advertising campaigns on the Internet for the Customer according to the Applications.
2. THE PROCEDURE FOR THE PROVISION OF SERVICES UNDER THE CONTRACT
   
   1. The parties agree in advance in writing, by e-mail, on the terms of advertising on the Internet/on Internet resources
   2. Reports and recommendations are transmitted by the Contractor to the Customer, while the parties can draw up and sign an act of acceptance and transfer of documents. Also, the parties sign an act of acceptance of the services rendered, which confirms the fact that the Contractor fulfills its contractual obligations within 5 (five) working days after the completion of the work under the contract.
   3. The Contractor has the right to involve third parties for the execution of this agreement. At the same time, the Contractor is not relieved of responsibility for the proper quality and timeliness of the provision of services.
   4. The Contractor undertakes to comply with the confidentiality rules regarding any information received from the Customer in connection with the provision of services to him, not to copy, transfer or show to third parties the Customer's materials held by the Contractor.
   5. The Contractor undertakes to submit materials and conclusions to the Customer in electronic form, according to the results of the services - written materials and conclusions.
   6. At the request of the Customer to participate in negotiations and defend their opinion on the conclusion.
   7. To provide, if necessary, at the request of the Customer, explanations to interested persons, including state and scientific organizations, on the materials submitted by the Contractor in accordance with this Agreement.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
   
   1. The Contractor is obliged to:
      
      1. Provide the services listed in the Annex\Annexes to this agreement, as well as to carry out the necessary organizational and coordination functions related to the performance of work. 
      2. To ensure high-quality and timely performance of services.
      3. To provide the Customer with the reporting materials in the agreed volumes and form according to the Acts of delivery and acceptance of the services rendered, as well as to issue Invoices for payment in a timely manner.
      4. At the request of the Customer, provide an interim progress report.
      5. Comply with the terms of confidentiality in accordance with clause 6 of this Agreement.
4. The Customer is obliged to:
   
   • Sign the Acts on the provision of Services within five working days from the date of its receipt and send one copy of the signed Act to the Contractor or provide a reasoned refusal by e-mail within the same period. If the deadline specified in this clause of the Contract is missed, the Act is considered signed without objections, and the services are accepted by the Customer and payable in full, provided for by the relevant Annexes to the Contract, which does not relieve the Customer from the obligation to provide the Contractor with a copy of the signed Act later than the terms provided for in this clause of the Contract;
   • Make payment in accordance with the terms of the Contract, as well as the relevant provisions of the Annexes to the Contract. Make payment in accordance with the terms of this agreement, as well as the relevant provisions of the agreement.
5. The Customer has the right to:
   
   1. To control the progress and quality of the work provided under this contract, without violating the procedure for the provision of services and without interfering with the economic activities of the Contractor.
6. PAYMENT PROCEDURE FOR SERVICES
   
   • The cost of the Contractor's services under this agreement is determined in the Appendix\Annexes to this Agreement
   • The Customer pays for the Contractor's services by bank transfer, to the Contractor's settlement account specified in the Contract, on the basis of invoices issued by the Contractor.
   • The cost of services is set in rubles of the Russian Federation. Payment obligations are considered fulfilled by the Customer from the moment the funds are credited to the correspondent account of the Contractor's bank.
7. RESPONSIBILITY OF THE PARTIES. EXEMPTION FROM LIABILITY
   
   • For non-fulfillment or improper fulfillment of obligations under the Agreement, the Parties are responsible in accordance with the Agreement and the current legislation of the Russian Federation.
   • The Contractor, in case of unilateral termination of this Contract by the Customer, is obliged to transfer the funds advanced by the Customer, minus the cost of the work actually performed, which are accepted by the Customer according to the Act of delivery and acceptance of the work, within five days after receipt of the notice of termination of the Contract.
   • In case of delayed refund, the Contractor pays the Customer a penalty in the amount of 0.2% of the amount to be transferred for each day of late payment. The obligation to pay the penalty arises after the Customer claims.
8. CONFIDENTIALITY OF INFORMATION
   
   • Each Party undertakes not to disclose, not to transfer to third parties and not to use, except for the purposes of fulfilling the Contract, any information received in connection with the Contract from the other Party regarding the business plans of the other Party, its products, customers, technologies, software, computer systems, marketing and promotion methods, trade margins, cost goods, cost of materials, capital structure, results of core business or other business matters and any other trade secret or production secrets of the other Party, without the prior written permission of the other Party (obtained on a case-by-case basis).
   • Confidentiality requirements do not apply to information that:
     
     1. is or becomes publicly known, which is not the result of direct or indirect disclosure by the receiving Party, or:
     2. was provided to the receiving Party on a non-confidential basis from a source other than the transmitting Party or its affiliate, provided that such source, to the best of the receiving Party's knowledge, is not and has not been linked to the other Party or its affiliate by a confidentiality agreement and has no obligations to the other Party or its affiliate prohibiting the transfer of such information, or:
     3. disclosure of confidential information is provided for and/or allowed in cases determined by the legislation of the Russian Federation, upon the occurrence of such cases.
9. The Party, both during the term of the Agreement and after its termination for any reason, is obliged to take sufficient measures to protect confidential information in order to prevent unauthorized access by the other Party and/or receipt of the specified confidential information by third parties. Information in respect of which confidentiality is required, as specified in the Contract, may be disclosed by either Party only to those persons who need such information for the purposes of the Contract. Prior to receiving this information, such persons (including directors and employees of the Party) must be notified of the confidential nature of such information and must confirm in writing their consent to comply with the terms of the Contract.
10. Either Party, in agreement with the other Party, has the right to make a statement, including a public one, about the fact that an Agreement has been concluded between the Parties and about the functions of the Contractor, but without disclosing its specific conditions.

• THE TERM OF THE AGREEMENT AND THE PROCEDURE FOR TERMINATION OF THE AGREEMENT 
  
  1. The Contract is considered concluded from the moment of its signing by authorized representatives of the Parties and the signatures are sealed by the seals of the Parties and is valid until "___________________ year.
  2. The term of rendering services from "________________ year.
  3. After the expiration specified in clause 7.1. The Contract term, the Contract will be considered extended on the same terms for each subsequent calendar month until either Party declares termination (termination) The Contract by sending the other Party a prior written notice at least 10 (ten) days in advance. In this case, the Contract is considered terminated only after mutual settlements and settlement of all disputes by the Parties under the Contract. Upon expiration of this agreement, the agreement is considered terminated. The contract regarding the Customer's obligations to pay for services is valid until the Customer fulfills these obligations.
  4. The Contract may be terminated in case of obvious, substantial and repeated (more than twice) violations of the terms of the Contract, at the written request of one of the Parties sent to the other Party no later than 15 (fifteen) days before the expected date of termination.

1. FORCE MAJEURE CIRCUMSTANCES
   
   1. The Parties shall be released from liability for partial or complete non-fulfillment of obligations under the Contract if this non-fulfillment was the result of force majeure circumstances that arose after the conclusion of the Contract as a result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures. Such events of an extraordinary nature include: flood, fire, earthquake, explosion, storm, subsidence of the soil, epidemic and other natural phenomena, acts of state authorities and management, war or military actions and other circumstances beyond the control of the Parties.
   2. Upon the occurrence of force majeure circumstances, the deadlines for the performance of obligations under the Contract are postponed in proportion to the time during which these circumstances will operate.
   3. If these circumstances continue for more than 30 (thirty) days, each of the Parties will have the right to refuse further performance of obligations under the Contract. At the same time, the conditions for the completion of financial settlements will be established by an additional agreement of the Parties.
2. DISPUTE SETTLEMENT
   
   1. All disputes, disagreements and contradictions that may arise between the Parties on issues that have not been resolved in the text of this Agreement, the Parties will seek to resolve through negotiations and finding a compromise, but without the mandatory pre-trial (claim) procedure.
   2. If disputes are not settled during negotiations, disputes are resolved in accordance with the procedure established by the current legislation of the Russian Federation in the Arbitration Court of St. Petersburg and the Leningrad Region.
   3. Correspondence by e-mail addresses from the Customer - _________________ and from the Contractors's side – hello@balandini.ru - recognized by the Parties as official and the Parties have the right to refer to the information contained in the emails to the specified addresses when resolving disputes related to this The contract.
3. FINAL PROVISIONS
   
   1. The Parties acknowledge themselves bound by the obligations stipulated in the Contract. The Parties confirm that the text of the Agreement (including Annexes) contains all the conditions agreed by the Parties relating to the subject of the Agreement.
   2. After the conclusion of the Contract, all preliminary negotiations on it, correspondence, preliminary agreements and protocols of intent on issues regulated by the Contract lose their legal force.
   3. If the address or bank details are changed, the Parties shall immediately notify the other Party in writing within two working days.
   4. The Agreement is drawn up in two copies having the same legal force, one for each of the Parties.

1. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

 ADDRESSES AND BANK DETAILS OF THE PARTIES

Customer: Limited Liability Company "_____________" TIN: Settlement account No. Bank name: RCBIC: City: Corr. acc.:

Contractor Individual entrepreneur Balandin Vitaly Nikolaevich TIN: 781005876562 Account No. 40802810103500000814 Bank name: POINT OF PJSC BANK "FC OTKRITIE" RCBIC: 044525999 City: MOSCOW Correspondent account: 30101810845250000999

SIGNATURES AND STAMPS OF THE PARTIES

from the Customer:	from the Contractor:
General Director  LTD «____________» ______________________  / ____________ /	Individual Entrepreneur Balandin V.N. _______________________  / Balandin V.N. /