THIS AGREEMENT, is made and entered into effect from the date of signing between Oil Company ROSNEFT, having its office at: 26/1, Sophiyskaya embankment, Moscow, 115035, Russian Federation; in the person of the Head of IT Function, Advisor to President of Oil Company Rosneft Nikitin Valiriy Vladimirovich, acting according to the Attorney №IS-381/D dated 25.05.2015, on the one hand (hereinafter referred to as “Licensee”), and PIRA Energy Group, Inc ., a company with offices at 3 Park Avenue, 26th Floor, New York, NY 10016, represented by Managing Director A.J. Conley, acting according to the Power of Attorney (hereinafter referred to as “PIRA” or “Licensor”) on the other hand.
Definitions:
“Agreement” means this document and its terms and conditions herein.
“Information” includes, but is not limited to, numerical data, text, graphics, analysis, forecasts and opinions from PIRA, and the arrangement and formatting of the foregoing, regardless of delivery medium and storage.
“Service” means the specific package of Information on basis of non-exclusive license and as set forth in the attached Schedule A, Addendum#1 to the Present Agreement.
“User” is an individual employee of the Licensee who has been authorized by PIRA to have access to the Service. This Agreement allows for a limited number of Users at a limited number of business locations (“Sites”) as set forth in the attached Schedule B. Licensee’s systems administrators are entitled to have access to the service without being counted as Users.
NOTE: The definition of Licensee herein strictly EXCLUDES any entities which are dedicated brokerage, equity and commodity research, or commercial analytical groups of Licensee that publish energy market research reports that are accessible by parties not considered Users as defined herein.
Agreement to Provide Service:
Service.
PIRA will provide the Service for access to archive copies of information, as defined herein and in the attached Schedule A, solely for the Licensee’s internal business purposes. The Licensee is responsible for the cost of any equipment and software necessary for the receipt and use of the Service. Licensee’s right to the Service is non-exclusive and specifically limited by the Schedules attached hereto.
2.0 Extended Use of Information.
Licensee, from time to time and as part of the ordinary course of its business, can provide and distribute (orally, in writing, electronically or otherwise) to its customers and suppliers and for its own business applications parts of reports, presentations, press clippings, analytics, graphs, algorithms, and other publications that incorporate, utilize or display Information provided by PIRA in the Service. Licensee must attribute PIRA (citing PIRA trademark, Information source, date of issue, and copyright notice) when extracting quoted Information. At no time may the Licensee copy (photostatically, electronically, or via facsimile) data series, analysis, forecast and opinion pieces, or any other material provided by PIRA to Licensee, or systematically extract or print such items, on a routine basis and distribute such copies and/or extractions to individuals or entities who are not Users as defined in this Agreement. The above restrictions on use of Information and restrictions on the number of Users will remain in effect after termination of this Agreement or until amended by any subsequent duly executed agreement.
3.0 Disclaimer.
PIRA shall endeavor to ensure that all of its Information is accurate. PIRA gives no warranties and makes no representations with respect to the accuracy, currency, or completeness of its Information. All representations and warranties, expressed and implied, including but not limited to any warranty of merchantability or fitness for a particular purpose are hereby expressly excluded by PIRA. PIRA shall not be held liable to the Licensee or to any other party for any inaccuracies, errors, or omissions contained in its Information or for any loss of profits or special indirect or consequential damages suffered by the Licensee or any other third party, whether or not due to reliance placed by the Licensee or third party on any statements of fact, regardless of validity, or expression of opinions contained in the Information.
4.0 Sub-License.
This Agreement may not be sub-licensed, assigned, or transferred without specific prior written consent of PIRA. Such consent shall not be unreasonably withheld.
5.0 Term and Renewal.
This Agreement may take effect to the date of it is signed and shall continue until the 30th of November, 2016 and as for payments till the obligations of the both Parties are completely fulfilled This Agreement may renew after the Additional agreement for prolongation is signed.
6.0 Terms of Acceptance and Fees:
6.1. Acceptance of Services is made by Act of Acceptance signing (the form is set forth in the attached Addendum#3).Reporting period is performed in Addendum#1 to the present Agreement.
6.2. PIRA is to provide the Act of Acceptance of Services not later than the 2d day of the month following after the month when the service was made.
6.3. In consideration for the Service granted hereunder, Licensee shall pay PIRA the fee as set forth in the attached Schedule C, performed in Addendum#1 to the present Agreement.
6.4. The Parties agreed that within the payment period for the services mentioned in the present Agreement there is no interest for debt sum in according with the clause 317.1 of The Civil Code of the Russian Federation.
6.5. The Licensee may supplement the scope of this Agreement at any time by adding Users or Sites, in which instance PIRA shall bill Licensee, and Licensee shall pay, a pro rata fee covering the revised Retainer Service, and PIRA and Licensee shall co-execute Additional Agreement/s.
6.6. Licensee must pay the relevant fees within 60 (sixty) calendar days but not earlier than 45 (forty-five) calendar days from receipt of:
а) invoice and the signed Act of Acceptance of Services as performed in Schedule E;
в) written confirmation (with the Apostille), that PIRA is permanently resident in a foreign state, with which the Russian Federation has made an Agreement on double taxation avoidance.
Said confirmation must state the period of its validity. The above confirmation must be dated not earlier than the 1st of January of the year when the payment was done.
In the case of non-presentation of above mentioned Confirmation the Licensee in accordance with the requirements of the tax regulations of the Russian Federation and as a tax agent, can withhold tax on the profit from revenue payments due to PIRA and shall not provide compensation for amounts paid for profits tax.
6.7. Amounts not paid when due by fault of Licensee can be subject to an interest penalty of one percent 0,1% of the total amount or, but not more, than the maximum rate of interest allowed by law of the Russian Federation, calculated from the due date. Due date is the date when the monetary funds are charged off.
6.8. For infringement of terms of granting of services PIRA pays to the Licensee an interest penalty at a rate of 0,1 % from cost of services for each calendar day of delay.
6.9. In the case of non-performance or improper performance by the Licensee of the conditions of the present Agreement, entailing violation currency legislation if such violations happened by the fault of PIRA, he shall pay the Licensee a penalty of 0.1% of the transaction and the Licensee compensates the losses incurred in connection with the application of administrative penalties imposed by the competent authorities, including, but not limited to, the amount of fines imposed on the Licensee, paid or payable on the basis of the judgment for violating currency laws in accordance with the laws of the Russian Federation concerning administrative offences. These losses must be paid within seven days of receipt of a written request by PIRA from the Licensee of its payment, or may be retained by the Licensee with the sums paid to PIRA in favor of the Licensee under this Agreement.
7.0 Confidentiality.
7.1. For the purposes of the present Agreement the term Confidential Information shall mean any information under the present Contract which is of actual or potential commercial value by virtue of it being unknown to third parties, not intended for wide dissemination and/or use by the public and meeting current legal requirements.
7.2. The Parties shall undertake to preserve the Confidential Information and take all reasonable efforts to protect it, among other in case of any Party reorganization or liquidation. Hereby the Parties shall agree that they will not disclose or allow the disclosure of the Confidential Information to any third party without prior written agreement of the other Party except for cases of unintentional and/or forced disclosure of the Confidential information under force majeure circumstances and by virtue of effective Russian Federation legal requirements, effective court judgments, or legal requirements of competent public authorities, provided that in case of any such disclosure (a) the Party shall notify the other Party in advance about the occurrence of the relevant event causing the need to disclose the Confidential Information as well as the terms and conditions of such disclosure; and (b) the Party shall disclose only such part of the Confidential Information the disclosure of which is required by virtue of observance of effective Russian Federation legal requirements, effective judgments of courts of the relevant jurisdiction or legal requirements of competent public authorities.
7.3. The relevant Party to the present Agreement shall be liable for any action (inaction) of its Employees and other persons, who gained access to the Confidential Information.
7.4. For the purposes of the present Agreement the Confidential Information disclosure shall mean any actions by the Party not authorized by the other Party as a result of which any third party gets access and possibility to learn the Confidential Information. Any inaction by the relevant Party resulting in improper Confidential Information security level and access to it by any third party shall also be deemed the Confidential Information disclosure.
7.5. The relevant Party shall be liable for any damage which may be caused to the Licensee as a result of the Confidential Information disclosure or unauthorized use of the Confidential Information in violation of the present section except for cases of the Confidential Information disclosure, stipulated by the present section.
7.6. The transfer of the Confidential Information shall be documented by the Delivery and Acceptance Certificate signed by authorized representatives of the Parties.
7.7. The transfer of the Confidential Information via insecure telephone or facsimile communication channels or Internet without ensuring proper protection measures which satisfy both Parties shall be prohibited.
8.0 Intellectual Property Warranty.
PIRA represents and warrants that the Information, and other products and services provided to Licensee pursuant to this Agreement, do not infringe or misappropriate any known third-party rights in any patent, copyright, trademark, trade secret, mask work, or any other proprietary rights, and that to the best of PIRA’s knowledge there are currently no claims by any third party which, if upheld, would impair PIRA’s right to enter into this Agreement.
9.0 Force Majeure.
9.1. The Parties shall not be liable for any failure to perform any of their obligations, if they prove that such failure arise from a Force Majeure, being events or circumstances actually beyond control of such Party which occurred after entering into this Agreement and which are of unforeseen and inevitable nature. Force majeure shall include but not be limited to fires, floods, earthquakes, hostilities, etc., and consequences thereof, as well as prohibitive measures introduced by state authorities, provided that such events have directly affected performance hereunder.
9.2. The time necessary for the Parties to perform their obligations hereunder shall be extended by any period when the performance was suspended as a result of the above events
9.3. If force majeure subsists for more than 30 (thirty) days, either of the Parties may terminate this Agreement by giving a written notice to the other Party.
9.4. Notwithstanding the occurrence of force majeure, the Parties shall settle any amounts outstanding amongst themselves before terminating this Agreement by reason of force majeure.
9.5. The Party which became unable to perform hereunder by reason of force majeure shall immediately notify the other Party in writing about the occurrence of the force majeure and provide an evidence of its occurrence to the other Party within 30 days. A letter or another appropriate document issued by the Chamber of Commerce and Industry or another competent entity (authority) located at the place where the force majeure occurred shall serve as such evidence.
10. Anticorruption
10.1 In the performance of their obligations hereunder, the Parties, their affiliates, employees or intermediaries do not pay, do not offer to pay or allow the payment of any money or property, directly or indirectly, to any person for influencing the actions or decisions of these individuals in order to obtain any improper advantage, or other illegal purpose.
10.2. In the performance of their obligations hereunder, the Parties, their affiliates, employees or intermediaries shall not exercise activities that qualify under the applicable laws to this Agreement as giving / receiving a bribe, commercial bribery, as well as actions that violate the requirements of the applicable legislation and international acts on combating legalization (laundering) of proceeds from crime.
10.3. Each of the Parties to this Agreement waives in any way to incentivize employees of the other Party, including through the provision of cash, gifts, gratuitous performance for them, any work (services) and by other ways not specified in this paragraph that would place the employee in a certain dependence aiming at ensuring that this employee would have to put into effect actions in favor of the Party which provided the incentive.
The actions by an employee being implemented for the benefit of the incentivizing Party include but not limited to:
providing an unfair advantage over other contractors;
provision of any warranty;
acceleration of existing procedures;
other actions performed by the employee as part of his/her official duties, but contrary to the principles of transparency and openness in the relationship between the Parties.
10.4. In case of suspicion arisen with a Party that there a breach has occurred or may occur in violation of any anti-corruption terms and conditions, the Party shall notify the other Party about the aforementioned fact in writing. After written notification, the appropriate Party has the right to suspend performance of obligations under this Agreement prior to obtainment a confirmation that the violation has been prevented from occurrence or will be prevented. This confirmation must be sent within 5 (five) working days from the date when the written notification was dispatched.
10.5.In its written notification the Party is obliged to refer to facts or to provide material evidence reliably giving reasons to believe that a breach has occurred or may occur in violation of any provisions of the terms and conditions hereunder by the contractor, its affiliates, employees or intermediaries, which is expressed in actions, qualified by law as bribery, commercial bribery, as well as actions that violate the requirements of the applicable legislation and international acts on combating legalization of proceeds from crime.
10.6. The Parties to this Agreement acknowledge and accept the implementation of procedures to prevent corruption and monitor their compliance. The Parties shall make reasonable efforts to minimize the risk of business relationships with contractors who may be involved into corrupt activities, and provide mutual assistance to each other in order to prevent corruption. The Parties shall ensure the implementation of procedures for conducting audits in order to prevent risks of engaging the Parties into corrupt activities.
10.7. In order to conduct anti-corruption audits Licensor shall within five (5) working days from the date of this Agreement, as well as at any time during the term of this Agreement and upon written request of the Licensee, provide the Licensee with information about the Licensor chain of owners, including beneficiaries (together with the ultimate ones), in the form and in accordance with Addendum#2 to this Agreement with supporting documents (hereinafter “the Licensor Information”).
In the event of changes in the chain of Licensor owners, including the beneficiaries (together with the ultimate ones), and (or) executive bodies, the Licensor shall within five (5) working days from the date of such changes provide relevant information to the Licensee.
The Licensor Information is to be submitted in hard copy, certified by signature of the Director General (or other officer who is the sole executive body of the contractor), or an authorized person acting under power of attorney, and sent to the Licensee by mail with a list of contents. The date of the provision of the Licensor Information is the date of receipt of a postal item. In addition the Licensor Information is to be submitted in electronic form.
The condition specified in this clause is an essential condition of this Contract in accordance with Part 1, Art. 432 of the Russian Federation Civil Code.
10.8. The Parties acknowledge and accept that their possible misconduct and violation of anti-corruption provisions of this Agreement may result in adverse effects – from a reliability downgrade of the contractor to the significant limitations on the interaction with the contractor or even the termination of this Agreement.
10.9. The Parties shall guarantee the implementation of not to be disclosed investigation of the facts submitted in fulfillment of this Agreement with application of effective measures to eliminate practical obstacles and prevent possible conflicts.
10.10. The Parties guarantee complete confidentiality regarding the execution of anti-corruption provisions of this Agreement, and the lack of negative consequences for the applying Party in the whole and for individual employees of the applying Party that reported about the fact of violation in particular.
10.11. In case of refusal by Licensor from providing information in accordance with clause 10.7 of this Agreement, the actual failure to submit such Licensor Information, or providing the Licensor Information in violation of the terms set forth in this Agreement or the provision of false Licensor Information, the Licensee is entitled to unilaterally withdraw from the Agreement by giving a written notice of termination of the Agreement within five (5) working days from the date of the notice dispatch.
10.12. In case of providing information not in full (i.e., failure to provide any information specified in the form (Addendum#2 to the Agreement) the Licensee sends a second request for information in the form specified in paragraph 10.7. of this Agreement and amended by missing information with a date of its provision. In case such Licensor Information is not submitted or submitted not in a timely manner, the Licensee may terminate the Agreement in the manner stipulated by paragraph 10.11 of the Agreement.
10.13 Together with the Information on the Counterparty’s Chain of Ownership Including Information on Beneficiaries (Ultimate Beneficiaries Among Others), the Licensor shall give Licensee confirmation of consent to personal data processing and of sending notices of processing the personal data received as part of the information on the counterparty’s chain of ownership including information on beneficiaries (ultimate beneficiaries among others). Such confirmation shall be given in the form described in Addendum#4 to this Agreement.
10.14. The Licensor confirms that personal data subjects’ consent to processing their personal data has been documented in compliance with Russian Federal Law 152-FZ on Personal Data of July 27, 2006.
10.15. If Licensee is held liable to pay fines imposed by government agencies for breaching the above law in connection with the absence of a subject’s consent to processing his/her personal data, required by Clause 1 of this Agreement, or if Licensee incurs expenses as payment of moral and/or property damages to a personal data subject for a violation of the above law in connection with the absence of the subject’s consent to the processing of his/her personal data as provided by Clause 1 of this Agreement, the Licensor shall repay to Licensee the amount of such fines or expenses in accordance with an effective resolution (directive) of an authorized government agency and/or court ruling on compensation of moral and/or property damages caused to a personal data subject. Addendum#4 to this Agreement: Form of Confirmation of Consent to Personal Data Processing and of Sending Notices of Personal Data Processing.
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Настоящее Лицензионное Соглашение подписано и вступает в силу c даты подписания, между ОАО «НК «Роснефть», находящимся по адресу: 115035, Российская Федерация, г. Москва, Софийская набережная, дом 26/1, в лице Руководителя службы информационных технологий – советника президента ОАО «НК «Роснефть» Никитина Валерия Владимировича, действующего на основании доверенности №ИС-381/Д от 25.05.2015г., (далее по тексту именуется "Лицензиат"), с одной стороны, и консалтинговой компанией PIRA Energy Group, Inc., зарегистрированной по адресу: 3 Парк Авеню, 26-й этаж, Нью-Йорк, 10016 , в лице Управляющего директора Ай Джей Конли, действующего на основании Доверенности, (далее по тексту именуемой "PIRA" или «Лицензиар»), с другой стороны.
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SITE LICENSE AGREEMENT FOR RETAINER SERVICES #_______________________D
