___________________________________________________________________________________
MANDATE AGREEMENT
___________________________________________________________________________________
by and between
[COMPANY]
- and [Consultant]
[Date]
(1)
[COMPANY, registered address, registration number];
("Company")
AND
(2)
[Consultant name, address, identification number]
("Consultant")
entered into, as of the last date set forth on the signature page, this
MANDATE AGREEMENT
Recitals
WHEREAS;
(A)
The Company requires certain consultancy services, including consultancy
services in the area of coordination of transactions, review of documents,
provision of opinions on international business matters, project management,
arrangement of efficient business operations, and monitoring and assistance in
negotiations related to business opportunities in the Central and Eastern
European region according to the actual instructions and determination by the
Company [modify as appropriate]; and
(B)
The Consultant is a consultancy services provider properly qualified to
provide the consultancy services as required by the Company under this
Agreement [list trade license, other qualifications as appropriate].
NOW, THEREFORE, the Parties agree as follows:
1.
Definitions and Interpretations
1.1
In this Agreement and Recitals, where the context so admits, the words and
expressions below shall have the following meanings:
"Agreement" means this Mandate Agreement;
"Confidential Information" means all information which may be imparted in
confidence or be of a confidential nature relating to the business or prospective
business, plans or internal affairs of the Company or any of its affiliated
companies and/or any of their clients or other business partners and in
particular all know-how, marketing information, trade secrets, unpublished
information relating to the Company's or its affiliate's intellectual property and
any other commercial, financial or technical information relating to the
business of the Company or any of its affiliated companies or to any client or
other business partner of the Company or any of its affiliated companies;
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"Party" means a party to this Agreement;
"Services" means the services set out in Annex 1 to this Agreement;
"Remuneration" shall have the meaning set forth in Clause 3.1; and
"Territory" means Poland, Romania, Hungary, the Czech Republic, Slovakia,
Slovenia, Estonia, Latvia, Lithuania, Bulgaria, Croatia, Serbia, Montenegro,
Bosnia and Herzegovina and Macedonia, and other markets as may be
required by the Company from time to time.
1.2
Headings are inserted for convenience only and shall not affect the meanings
of this Agreement.
2.
Engagement of the Consultant
2.1
Engagement of the Consultant. The Consultant hereby undertakes to arrange
for certain commercial matters of the Company by means of providing it with
the Services within the agreed Territory and on a non-exclusive basis in
consideration for the Company paying the Consultant the Remuneration and
reimbursement of his Expenses, subject to the terms and conditions set forth
herein.
2.2
Engagement of Subcontractors. The Consultant shall have the right to engage
such subcontractors as it may reasonably believe necessary or desirable in
connection with the performance of the Services, including, without limitation,
legal, tax, accounting and other professional advisors. The Consultant
undertakes to ensure that any engaged subcontractors shall not disclose any
Confidential Information relating to the Company's activities. The Consultant
has full responsibility for any and all acts of engaged subcontractors.
3.
Remuneration and Expenses
3.1
Remuneration. In consideration of the Services under this Agreement the
Company agrees to pay to the Consultant remuneration in the amounts as set
out in Annex 2 to this Agreement ("Remuneration"). The Company shall pay
the Remuneration to the Consultant in accordance with the terms set forth in
Annex 2 to this Agreement (subject to the timely receipt of a proper invoice).
Expenses. In addition to paying the Remuneration, the Company shall cover
the Consultant for all the costs and expenses incurred necessarily and
expediently by the Consultant in connection with the provision of Services
pursuant to this Agreement. Such expenses can include but are not limited to
flight tickets (economy class) and other travel costs, accommodation necessary
to attend business meetings requested by the Company, costs of meals during
meals business meetings requested by the Company, cost of obtaining official
translations or legal notarization or super-legalization of documents, court or
other administrative stamps or fees, other professional fees required to provide
Services, etc. ("Expenses"). The Company shall, as a rule, pay for those
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Expenses directly and only if that is not possible or practicable for any of the
reasons, the Company shall reimburse the Consultant for the Expenses
incurred provided that such Expenses are supported by the originals of
invoices and receipts. Consultant shall promptly notify the Company of any
Expenses Consultant expects to incur, and reimbursement shall be subject to
reasonable verification of Consultant's payment of such Expenses.
4.
Rights and obligations of Parties
4.1
The Consultant's Obligations. Always subject to applicable law the Consultant
shall have the following obligations when performing the Services hereunder:
4.2
(a)
The Consultant shall respect the specifications, tasks and other
requirements of the Company in the course of performing the Services
for the Company, provided, however, that Consultant shall supervise
and control the manner in which such services are provided in
accordance with such specifications, tasks and other requirements.
(b)
The Consultant shall be an independent contractor for all purposes, and
shall not have any rights whatsoever to compensation or benefits
provided by the Company to its employees.
(c)
The Consultant shall provide the Services in the proper manner, in
accordance with applicable laws and/or standards, to the reasonable
satisfaction of the Company.
(d)
The Consultant shall thoroughly protect the rights and rightful interests
of the Company and notify the Company without undue delay of any
relationships, circumstances or interests which might affect the
performed Services or which could in any way whatsoever be a
detriment to the Company.
(e)
The Consultant shall notify the Company without undue delay if he
loses any of the authorizations necessary to continue in providing the
Services under this Agreement, namely any trade license required to
provide the Services.
(f)
Subject to Article 8. below the Consultant shall bear liability for his
work performed. This liability would be limited in cases where the
Consultant did not receive full disclosure of all information and facts
needed for the Consultant to provide his Services properly.
(g)
The Consultant shall provide the Services at such location or locations
within the agreed Territory as the nature of Services or as the Company
may require.
The Company's Obligations. Subject always to applicable law, the Company
shall have the following obligations towards the Consultant:
(a)
The Company agrees to furnish or cause to be furnished to the
Consultant all information that may be reasonably necessary or
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appropriate for use in connection with the performance of the Services
or as the Consultant may reasonably request in connection therewith.
(b)
The Company recognizes and confirms that, in providing the Services,
the Consultant may require reasonable cooperation of the Company or
its representatives from time to time. The Company agrees to provide
or cause to be provided to the Consultant such reasonable cooperation
as may be necessary for use in connection with the performance of the
Services or as the Consultant may reasonably request in connection
therewith, in each case, with adequate prior notice to the Company.
(c)
The Company shall pay the Consultant for the performance of the
Services under this Agreement Remuneration in the manner and amounts
specified in Annex 2 hereto and pay or reimburse the Consultant for his
Expenses.
(d)
The Company may make available space within its offices for the
Consultant to perform his Services or meet with the Company or its
representatives as part of the performance his Services.
5.
Confidentiality
5.1
Neither during the term of the Agreement, other than in the proper course of
his/her duties and for the benefit of the Company, nor after the termination of
this Agreement for any reason whatsoever, shall the Consultant:
5.2
(a)
use, disclose or communicate to any person any Confidential
Information which he shall have come to know or have received or
obtained at any time (before or after the date of this Agreement) by
reason of or in connection with performance of his Services hereunder;
or
(b)
copy or reproduce in any form or by or on any media or device or
allow others access to or to copy or reproduce Confidential
Information.
The restrictions in previous clauses of this Article 5:
(a)
will not restrict the Consultant from disclosing (but only to the proper
recipient) any Confidential Information which is required by
mandatory law or which has been approved by the Company;
(b)
will not restrict the Consultant from disclosing any Confidential
Information to any of his professional advisors, provided that the
relevant advisor has comparable statutory or contractual confidentiality
obligations; and
(c)
will not apply to Confidential Information which is or which comes
into the public domain other than as the result of an unauthorized
disclosure by the Consultant or any other person who owes the
Company an obligation of confidentiality in relation to the information
disclosed.
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6.
Restrictions during the term of the Agreement
6.1
Save as permitted under this Article 6, the Consultant may provide his
consultancy services also to other parties provided that will not harm the
Company.
6.2
The Consultant shall not during the term of the Agreement either on his own
behalf or on behalf of any person, firm or company:
(a)
solicit or endeavour to entice away from the Company an actual
employee, or discourage from being employed by the Company any
person who, to the knowledge of the Consultant, is an employee or a
prospective employee of the Company, or who is an individual who
was employed by the Company during the twelve (12) month period
prior to any action taken by Consultant with respect to such individual;
or
(b)
employ or procure another person to employ any such person.
7.
Liability
7.1
To the extent permitted by law, Consultant's entire liability for any and all
claims, losses, damages and expenses ("Losses") hereunder shall be limited to
actual damages caused by the gross negligence or wilful misconduct of the
Consultant.
7.2
Further to the foregoing, to the extent permitted by law, the extent of
Consultant's obligation to reimburse the Company for Losses shall be limited
as follows:
(a)
In no event shall Consultant’s liability for Losses hereunder exceed the
applicable Remuneration paid by the Company under this Agreement
giving rise to such Losses and/or
(B)
The Consultant shall have no liability with respect to its obligations
under this Agreement or otherwise for Losses or damage to data or
Losses of business or lost profits.
8.
Term and Termination
8.1
Term of the Agreement. This Agreement has been concluded for an indefinite
period until terminated as set forth below or in applicable law. This
Agreement becomes effective on [DATE].
8.2
Termination. This Agreement may be terminated by each Party with or
without cause by giving a written notice to the other Party, provided, however,
that if the Agreement is terminated by either Party for any reason other than a
material breach of this Agreement by the other Party, the Agreement shall
terminate only after a [one month] notice period, which will start on the first
day of the month immediately following the month, in which the termination
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notice was properly served, unless agreed otherwise by and between the
Parties.
8.3
Survival of Certain Articles. Articles 3 (to the extent of the unpaid
Remuneration or expenses), 5, and 7 shall survive and shall not be affected by
any termination of this Agreement.
9.
Miscellaneous
9.1
Neither Party shall disclose the terms of this Agreement without the prior
written consent of the other Party except:
(a)
to the extent required by applicable laws, and
(b)
to its accountants, legal advisors and other engaged subcontractors, subject
to obligations of confidentiality at least as restrictive as set forth herein.
9.2
The Consultant shall be solely responsible for all income taxes and any other
taxes relating to amounts received from the Company hereunder, and the
Consultant hereby indemnifies the Company and holds it harmless from any
losses, damages, actions or claims of any kind because of the failure of the
Consultant to timely pay the applicable amount of any such taxes.
9.3
All notices or other communications required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly
served on, given to or made in relation to a Party if delivered by hand, or if
dispatched by prepaid courier or by registered or certified mail, postage
prepaid, addressed to that Party at the address below, or sent by facsimile
transmission to the number listed below:
If to the Company:
[Address]
Fax Number: +[Fax]
Attention:
[Name]
If to the Consultant:
[Address]
Fax Number: +[Fax]
Such notices shall be deemed to have been served when received by the
addressee or, if delivery is not accomplished by reason of fault of the addressee,
when tendered for delivery. Both Parties may give written notice of a change of
address and, after notice of such change has been received, any notice or
request shall thereafter be given to such Party as provided above at such changed
address.
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9.4
Neither Party may assign this Agreement or any right or obligation under this
Agreement without prior written consent of the other Party, except in relation
to an assignment by operation of law to a successor-in-interest of all or
substantially all of its business or assets, whether by sale, merger or otherwise.
Such consent may not unreasonably be withheld or delayed. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
Parties and their permitted successors and assigns.
9.5
This Agreement shall be governed by, construed and take effect in accordance
with the laws of [jurisdiction of where services will be provided].
9.6
If a dispute arises regarding this Agreement, or the interpretation, breach,
termination or validity of this Agreement, both Parties shall meet to attempt to
resolve such disputes. If the dispute cannot be resolved within a reasonable
period of time, then the Parties agree that such dispute shall be resolved by
[jurisdiction of where services will be provided] courts having jurisdiction
according to applicable laws.
9.7
If any provision of this Agreement is held to be illegal, invalid or
unenforceable, in whole or in part, such provision shall be limited or
eliminated to the minimum extent necessary so that the remainder of this
Agreement will continue in full force and effect and be enforceable. The Parties
agree to negotiate in good faith an enforceable substitute provision for any
invalid or unenforceable provision that most nearly achieves the intent of such
provision; such substitute provision shall be agreed upon and concluded within
one (1) month of the Parties becoming aware of such illegality, invalidity of
unenforceability.
9.8
This Agreement embodies the entire understanding of the Parties with respect
to the subject matter of this Agreement, and supersedes all prior discussions,
understandings or arrangements between them. Neither of the Parties shall be
bound by any conditions, definitions, warranties, understandings, or
representations with respect to the subject matter of this Agreement other than
as expressly provided in this Agreement.
9.9
No modification or amendment to this Agreement, nor any waiver of any
rights, will be effective unless assented to in writing by each Party or, in the case
of a waiver, by the Party waiving its rights, and the waiver of any breach or
default will not constitute a waiver of any other right under this Agreement or
any subsequent breach or default.
9.10
The governing language of this Agreement shall be English.
9.11
This Agreement may be concluded in counterparts or duplicate originals, both
of which shall be regarded as one and the same instrument, and which shall be
the official and governing version in the interpretation of this Agreement.
This Agreement may be concluded by facsimile signatures and such signatures
shall be deemed to bind each Party as if they were original signatures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
signed below on this [DATE].
[Company Name]
[Consultant Name]
__________________________
Name:
Title:
__________________________
Name:
Title:
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ANNEX 1
LIST OF SERVICES
Consultancy services in connection with the Company's activities [modify as
needed]:






coordination of transactions
review of documentation
provision of opinions
project management
arrangement of efficient business operations
identifying, monitoring and assisting in negotiations related to business
opportunities in the Central and Eastern European region
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ANNEX 2
REMUNERATION
1)
The Company shall also pay to the Consultant a variable fee based on the
amount of his time spent on the performance of his Services. This fee will be
based on the number of hours work and the consultant hourly billing rate. For
the [YEAR] calendar year, the Parties have agreed that the Consultant’s
services will be billed at a rate of [EUR 150 (one hundred fifty euro)] per
hour, billable in 15 minute increments.
2)
The Parties agree that the fee shall be charged by the Consultant on a monthly
basis in arrears. An invoice for a previous calendar month will be issued
within five (5) calendar days of the following month and will be payable
within ten (10) calendar days upon its delivery to the Company (provided that
the invoice does not include all details according to applicable laws, the ten
(10) calendar day period will commence on the day of delivery of a new
perfect invoice). The Parties agree that a similar method for invoicing shall
apply to the Consultant's Expenses incurred.
3)
The Consultant may add a respective VAT rate to all amounts charged on the
basis of this Agreement if required by applicable law.
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