CONTRACT OF SERVICES
201_ ______________ (date)
_______________ No____
(venue)
[name] UAB, registered at [address], registration number [registration number], hereinafter
referred to as the Client, represented by [position, full name], acting pursuant to [basis for
representation], and
[name] UAB, registered at [address], registration number [registration number], hereinafter
referred to as the Service provider, represented by [position, full name], acting pursuant to
[basis for representation], hereinafter collectively referred to as the Parties, have entered into
the following contract on services, hereinafter the Contract:
I.
Object of the Contract
1.
The Service provider agrees to provide the following services: [specify services]
(hereinafter the Services), in accordance with a schedule as pre-agreed with the Client.
Specification of the Services is included Annex 1, forming an integral part of the Contract.
2.
The Client agrees to pay for the quality and properly provided Services [detailed
information is recommended, if you act as the Client under the Contract] the sum as
provided in section II clause 1 of the Contract, and in line with the procedure provided by section
II clause 3 herein.
3.
The Service provider agrees to provide the Services herein by 201.... ...... (date).
4.
The Service provider agrees to provide the Client with quality Services meeting
requirements of the established practise and standards in respective profession. The Service
provider shall when performing the Contract and providing the Services herein, act in good faith
and with reason and shall further take every effort to ensure that the Services best meet the
interest of the Client [detailed information is recommended, if you act as the Client under
the Contract].
II.
Price of works and payment procedure
1.
The value of the Services provided herein shall be [specify amount excluding VAT], LTL
[amount excluding VAT in words] plus VAT of 21%, LTL [VAT amount], [VAT amount in
words]. Amount for payment shall be LTL [specify amount including VAT], LTL [amount
including VAT in words].
2.
Once the Service provider provides the Services, the Client and the Service provider shall
sign the services transfer-acceptance form. Once the Client signs the services transferacceptance form, the Service provider agrees to submit a VAT invoice to the Client within [specify
1
deadline (in days, months, etc.)]. Adequate submission of an invoice shall include dispatch of
an invoice to the registered address of the Client using registered mail, direct delivery of an invoice
to the registered address of the Client or dispatch of an invoice at the e-mail address provided in
the Contract below.
3.
The Client shall pay an amount due for the Services provided by the Service provider as
follows:
3.1. LTL [amount in numbers] (LTL [amount in words]) [payment deadline];
3.2. the remainder of LTL [amount in numbers] (LTL [amount in words]) shall be
transferred within 30 (thirty) business days after receipt of an invoice.
4.
Should the Client fail to pay to the Service provider within the deadline provided herein, it
agrees to pay default interest of 0.02% (two hundredths percent) from the amount due for every
delayed day [recommended provision, if you act as the Client]. Should the Service provider
fail to provide the Services within the deadline provided herein, the Client shall be free, at its
discretion, to reduce the fee payable to the Service provider by 0.5% (five tenths percent) per
every day of Services provision delay.
5.
Upon request of the Client, the Service provider agrees to provide additional services based
on a separate written agreement regarding the price and volume of the additional services.
6.
The Client shall pay for the Goods by transfer to a bank account provided herein or in any
subsequent written notices on the part of the Service provider.
III.
Performance and acceptance of the Services
1.
The Client agrees to confirm the provision of Services by signing a services transferacceptance form not later than within 3 (three) business days following provision of the Services
[or specify different period as agreed].
2.
The Service provider shall provide the Services based on free choice of methods and means
of provision, however in every case in compliance with conditions of the Contract and in line with
instructions of the Client.
3.
The Service provider shall provide the Client with full information requested on the provision
of Services. The Client shall be free to require supply of the same information both in written or
verbally.
IV. Effect and termination of the Contract
1.
The Contract shall enter into effect when signed and shall expire on complete performance
of all obligations hereunder or on the expiry of the Contract on the grounds provided herein or by
the laws.
2
2.
The Contract may be terminated unilaterally by either Party, based on a notice served to
the other Party [specify deadline], provided all of the following conditions exist:
2.1. either Party fails to carry out one or several obligations based on the Contract or fails to do
so adequately;
2.2. once the aggrieved Party provides a written request requiring to honour an obligation or
eliminate defects in performance, the other Party fails to comply within a reasonable deadline
established by the aggrieved Party.
3.
A Party to the Contract, prevented from performance of contractual obligations due to other
Party’s failure to execute obligations shall inform the other Party to the Contract in writing of
existence of the said circumstances within 15 (fifteen) calendar days. Delayed or inadequate
information of the Party or failure to submit information shall deprive respective Party of the right
to rely on the above circumstances as a ground releasing from liability for the untimely/inadequate
performance or failure to perform of the obligations undertaken.
4.
Where the Contract is terminated prematurely for the fault of either Party, the Party in breach
of the Contract shall reimburse the other Party against all direct damages suffered as a result.
Compensation of the damages under the Contract or payment of penalties shall not release the
Party from adequate performance of the contractual obligations.
5.
Either Party to the Contract shall be released from liability for failure in performance of the
obligations, in case it proves that performance of the said obligations was impossible given
circumstances of force majeure, that the Party was unable to foresee, avoid or eliminate at the
time of entry into the Contract. The other Party shall be informed of the circumstances in question
immediately, no later than in 5 (five) business days. Either Party failing to inform on time and in
default of its obligations shall be liable for damages that otherwise could have been prevented.
6.
Either Party shall be free to terminate the Contract unilaterally in an extrajudicial procedure,
where the other Party is prevented from adequate performance of the contractual obligations by
the circumstances of force majeure in excess of 60 (sixty) calendar days. Provision of written
notice and expiry of the deadline for termination of the Contract above shall be a legal fact serving
for termination hereof.
V.
Closing provisions
1.
All data and information mutually received by the Parties as well as data and information
learned by the Parties in the process of performance hereof shall be strictly confidential. The
Parties agree to keep confidential and to refrain from disclosure to the third parties any
information, received when performing this Contract (both during the period of the Contract and
after the expiry thereof); the Parties shall further refrain from using this information for any other
purposes other than for the performance of the Contract. Confidential information may only be
3
disclosed when so required by the legislation of the Republic of Lithuania or disclosure of such
information is necessary for the performance of the obligations of a Party under the Contract.
Either Party shall, in case of breach of confidentially principle, reimburse full damages suffered
by the other Party due to the said breach.
2.
Any supplement and amendment to the Contract shall only be valid when executed in
writing, approved and signed by authorised representatives of both Parties.
3.
In the event any provision of the Contract becomes invalid or unenforceable, respective
provision shall not invalidate the entire Contract. In this case it shall be immediately replaced,
based on a written agreement of the Parties with a new valid, binding and enforceable provision,
to be as similar as possible with regard both to the meaning and contents to the provision no
longer valid or enforceable.
4.
All notices shall be deemed to be adequately served on the other Party, provided they are
delivered to the Parties in person, sent by registered mail, fax or email. Notices shall be sent using
address of the Party to receive respective notice or news, as indicated at the bottom of the
Contract, or using any other address provided by the same Party in a written notice to the other
Party. Both notices and other information shall be deemed to be adequately served on the same
day when served in person; or on the day of actual receipt, when sent by registered mail with
postage prepaid (acknowledging the receipt in written); or on the next business day after sending
by fax and/or email (acknowledging the receipt in written).
5.
The Parties agree to immediately inform each other as of changes in the details (requisites)
provided herein.
6.
The Parties shall settle all disputes based on the Contract via mutual negotiations. The
Parties agree that any dispute, inconsistency or disagreement, based on the Contract, when
impossible to be resolved in amicable negotiations within 30 (thirty) calendar days from the
opening of negotiations, shall be settled by the courts of the Republic of Lithuania in accordance
with the legislation of the Republic of Lithuania.
7.
The law on the Republic of Lithuania shall govern the relations based on the Contract.
8.
The Contract is done in English in two counterparts, each with equal legal power. A
counterpart of the Contract shall given to the Client, and the other one, to the Service provider.
9.
The Service provider represents to be an entity duly established and operating under the
laws of the Republic of Lithuania, having a right to provide the Services provided herein.
10. The Client represents to be an entity duly established under the laws of the Republic of
Lithuania, to be solvent and furthermore that no insolvency of the Client is reasonably /
demonstrably expected; the Client also holds every power to receive and purchase the Services
in accordance with the conditions and procedure provided herein.
4
11. The individuals signing the Contract certify to have every right and authority necessary for
the entry into the Contract.
12. Unless the other Party grants its prior written consent, neither Party shall be free to transfer
its contractual rights or obligations (or part thereof). Any change in the shareholders or
management bodies of the Parties, reorganisation or assignment of control or ownership rights of
the Company in terms of object of civil rights shall not be deemed infringement of the same clause
and these steps shall not require approval by the other Party; however, the other Party shall be
informed of the same.
13. Unless the Contract provides different, failure to exercise any contractual right or remedy or
failure to do so in time shall not be treated as a waiver of the respective right or remedy. Unless
the Contract provide different, every waiver of rights shall only be valid when finalised in writing
and signed by a representative duly authorised by the Party waiving its rights.
14.
Annexes to the Contract below shall form an integral part of the Contract:
[List of annexes]
The Parties have read the Contract, understood its contents and consequences and signed the
Contract as an instrument, meeting the interests and objectives of the Parties.
VI.
Details and signatures of the Parties
The Client
[Name]
[Registered address]
[Telephone, fax]
[E-mail]
[Registration number]
[VAT payer number]
[Register storing data on the legal entity]
[Bank, bank registration number]
[Current account]
The Service provider
[Name]
[Registered address]
[Telephone, fax]
[E-mail]
[Registration number]
[VAT payer number]
[Register storing data on the legal entity]
[Bank, bank registration number]
[Current account]
On behalf of the Client:
On behalf of the Service provider:
_________________________ Seal
Position, full name, signature
____________________________ Seal
Position, full name, signature
5