Contract for the provision of services for the design of process control systems

Contracy № _______

Moscow

"___"________________

Open Joint Stock Company (OJSC) "Customer", hereinafter referred to as the "Customer", represented by the General Director of JSC "Customer" Director F.O., acting on the basis of the Charter, on the one hand, and Closed Joint Stock Company "Contractor" (CJSC " Contractor"), hereinafter referred to as the "Contractor", represented by the Technical Director of the Director of the Dear Citizen, acting on the basis of Power of Attorney No. 444 dated March 22, 2018, on the other hand, collectively referred to as the "Parties", have concluded this Contract as follows:

1. Subject of the Contract

1.1. The Customer instructs, and the Contractor undertakes to perform in accordance with the Schedule (Appendix No. 1 to this Contract) the following work: "Creation of software for the stand for testing AU units manufactured by JSC" Customer "(abbreviated name hereinafter -" Development of stand software") . The customer undertakes to accept the work and pay for it.

1.2. The scope of work performed by the Contractor, the composition and scope of the issued documentation is determined by the Terms of Reference for the performance of work (Appendix No. 3 to this contract). The work performed under this contract applies only to work on the creation of software for the stand for testing AC units manufactured by JSC "Customer".

1.3. The Contractor undertakes to immediately inform the Customer about the circumstances that arise in the course of the work, which may adversely affect the timing, quality and cost of the work.

2. Work completion time

2.1. The term for performing work under the Contract is determined by the Schedule (Appendix No. 1 to this contract), subject to timely receipt of payments to the Contractor's settlement account in accordance with section 3 of this contract.

2.2. The Contractor starts to perform work under this contract in accordance with the Schedule (Appendix No. 1 to this contract), but not earlier than the advance payment is received in accordance with clause 3.2. actual Contract.

2.3. The date of fulfillment by the Contractor of obligations under the Contract is the date of signing by the Customer of the Certificate of acceptance of the work performed (taking into account the requirements of clause 4.6. of this contract).

2.4. The date of fulfillment by the Customer of obligations under the Contract is the date of receipt of the relevant funds to the settlement account of the Contractor.

2.5. The duration of the work under this Contract may be changed if, in the course of their implementation, the Parties come to an Contract on the need for such a change. Changes in the duration of the work, as well as any changes in this contract, are formalized by the Supplementary Contract to this contract.

2.6. Upon completion (performance) of work, expiration of this Contract or cancellation of this Contract, the Parties shall make mutual settlements, including payment for the work performed, provided at the time of termination of the Contract.

2.7. In case of early performance by the Contractor of works under this Contract, the Customer has the right to accept and pay for the work performed ahead of schedule.

3. Cost of work and payment procedure

3.1. For the work performed specified in clause 1.1 of the Contract, the Customer pays the Contractor, in accordance with the Contractual Price Contract Protocol attached to the Contract (Appendix No. 2 to this Contract), the amount of 2,000,000.00 rubles (two million rubles 00 kopecks), including VAT - 05 rubles (ruble 05 kopecks).

3.2. The customer, after signing this Contract, makes an advance payment in the amount of 30% of the value of this Contract, which is 00 rubles (00 rubles 00 kopecks), including 18% VAT in the amount of 14.92 rubles (fourteen rubles 92 kopecks) .

3.3. Payment for the work performed under this Contract is made by the Customer by transferring funds to the account of the Contractor in ruble terms no later than 20 (twenty) banking days from the date of signing by the Customer of the Acceptance Certificate for the work performed under the Contract and on the basis of an invoice issued by the Contractor and executed Russian Federation.

3.4. The Customer's payment obligations are considered fulfilled on the day the relevant amounts of funds are credited to the Contractor's settlement account.

3.5. The obligations of the Contractor are considered fulfilled from the moment of signing the Acceptance Certificate of the work performed.

3.6. If in the process of performing work under the Contract or upon acceptance of work performed under the Contract, it becomes necessary to perform additional work that goes beyond the scope of this contract, these works are performed at the expense of the Customer on the basis of an additional Contract of the Parties, indicating the list, deadlines, cost and scope of work . An additional Contract must be executed in writing no later than 15 (fifteen) days from the date when the need to perform the relevant work was discovered.

3.7. The Contractor has the right to suspend the provision of services (with written informing of the Customer within 3 days) if it is impossible to further provide services for reasons beyond its control or in case of non-receipt of the Contractor's account in accordance with the terms of the contract.

4. The order of delivery and acceptance of works

4.1. Acceptance and evaluation of the work performed is carried out in accordance with the Terms of Reference (Appendix No. 3 to this contract).

4.2. Upon completion of individual stages, the Contractor shall submit to the Customer the Acceptance Certificates for the work performed by stages in 2 (two) copies.

4.3. The date of delivery and acceptance of the work performed under the stage of the Contract is the date of signing by the Customer of the Acceptance Certificate of the work performed under the corresponding stage of the Contract. The date of delivery and acceptance of works under the Contract as a whole is the date of signing by the Customer of the Certificate of acceptance of works under the last stage of the Contract.

4.4. The Customer, within 10 (ten) working days from the date of receipt of the Works Acceptance Certificate from the Contractor, signs it and returns to the Contractor or sends a reasoned Refusal to accept the work performed with an attached list of comments within the same period. The specified list of comments is subject to Contract with the Contractor.

4.5. In the event of a reasoned Refusal to accept the work performed by the Customer, the Contractor is obliged to eliminate the deficiencies that do not go beyond the scope of this Contract by its own efforts and means (at its own expense) in accordance with the agreed list of comments received no later than 20 (twenty) working days and re-submit the Delivery Certificate - Acceptance of work performed.

4.6. If within 10 (ten) working days after receipt of the Acceptance Certificate of the work performed, the Customer has not signed the Acceptance Certificate of the work performed and has not presented a written reasoned refusal, then the work is considered to be completed on time, properly and is subject to payment on the basis of a duplicate of the Acceptance Certificate - acceptance of work performed signed only by the Contractor.

4.7. Within 5 (five) days from the date of signing by the Customer of the Work Acceptance Certificate for the stage, the Contractor issues an invoice to the Customer, drawn up in the prescribed manner.

5. Privacy Policy

5.1. The Parties undertake to ensure the confidentiality of information obtained in the course of the implementation of this Contract.

5.2. The Contractor undertakes to take all necessary measures to ensure the confidentiality of the results of work, including measures to protect documents and materials, limit the circle of persons admitted to information, and conclude confidentiality Contracts with them.

5.3. The Contractor undertakes, without the written permission of the Customer, not to publish, disclose or communicate to third parties information about the results of work obtained in the course of fulfilling obligations under the Contract, as well as other confidential information related to them.

5.4. The transfer by the Customer to the Contractor of documentation, information constituting a trade secret, and other confidential information is carried out on the basis of a confidentiality Contract concluded (if necessary) between the Customer and the Contractor. If, in the course of performing the work stipulated by the Contract, the Contractor engages co-executors who need access to confidential information to perform the work, the Contractor is obliged to conclude appropriate Confidentiality Contracts with the specified co-executors.

5.5. The obligations of the Parties to maintain confidentiality, provided for in this section of the Contract, remain in force during the entire term of the Contract, as well as for 5 (five) years after its termination.

6. Rights to the result of work

6.1 The ownership of all material results created in the course of fulfilling obligations under the Contract (copies of the report, scientific, technical, technical and other documentation, other material objects) belongs to the Customer.

6.2 The Contractor has the right to obtain a patent and the exclusive right to the results of intellectual activity created by the Contractor and / or third parties, which are provided with legal protection.

6.3 Exclusive rights to use all objects of copyright created under the Contract (computer programs, databases, reports on work performed, etc.) belong to the Contractor.

6.4 Exclusive rights to use the object of copyright belonging to the Contractor are valid on the territory of the Russian Federation and any foreign state.

6.5 The right to register the relevant computer programs and databases belongs to the Contractor.

6.6 The Customer is granted non-exclusive rights to use the results of work obtained in the course of fulfilling obligations under the Contract, including the results of intellectual activity created by the Contractor, which are provided with legal protection, for their own needs on the terms of a gratuitous (non-exclusive) license during the entire term of the exclusive right, without the right to transfer such rights to third parties.

7. Responsibility of the Parties

7.1 The Contractor undertakes:

- notify the Customer in writing of the completion of the provision of services under the Contract (stage of the Contract) and the submission of the Acceptance Certificate for the work performed;

- appoint from your organization and inform the Customer about this an authorized person responsible for the performance of work under this contract;

- perform the work assigned to him in a quality and timely manner in accordance with the requirements of this contract.

7.2 The customer undertakes:

– accept and pay for the work performed under this contract in accordance with the terms of this contract;

- provide the Contractor in full and as soon as possible with the required initial data, documentation and information necessary for the performance of work under this contract, as well as provide the necessary clarifications on any issues related to the execution of this contract;

– appoint from your organization and inform the Contractor about it an authorized person responsible for the provision of services under this Contract.

7.3 The Party that has violated the obligation assumed under the Contract shall bear property liability to the other Party, unless it proves that the violation occurred through no fault of its own.

7.4 The Contractor is obliged to compensate the Customer for losses caused by non-fulfillment or improper fulfillment of obligations assumed by the Contractor in accordance with sections 5 and 6 of this Contract.

8. Settlement of disputes

8.1. Disputes and disContracts that may arise from this Contract or in connection with it will, if possible, be resolved through negotiations between the Parties. The term for consideration of a claim is 15 calendar days, calculated from the date of receipt of the claim.

8.2. If an Contract is not reached through negotiations, all disputes, disContracts or claims arising from this Contract or in connection with it, including those relating to its execution, violation, termination or invalidity, shall be resolved in the Arbitration Court at the location of the defendant, in the manner established by the legislation of the Russian Federation. 

9. Порядок и последствия расторжения Договора

9.1. The Contract may be terminated at any time by written Contract of the Parties.

9.2. The Customer has the right at any time to unilaterally refuse to execute the Contract before the delivery of the results of the work, paying the Contractor the cost of the actual amount of work performed. In the event of termination of the Contract at the initiative of the Customer, the Contract shall be deemed terminated after 20 (twenty) calendar days, calculated from the moment the Contractor receives the notice, unless a different, longer period is specified in the notice. At the same time, the Parties, before the termination of the Contract, are obliged to draw up a reconciliation report, according to which to make all mutual settlements. The parties are obliged to make every effort to minimize the losses of each of them.

10. Final provisions

10.1. This Contract comes into force from the moment of its signing by the Parties and is valid until June 2015, in any case until the full fulfillment of the obligations assumed by the Parties.

10.2. This Contract is drawn up and signed in two copies - one copy for each of the Parties.

10.3. The following are attached to this Contract and are its integral part:

Annex 1 - Schedule of works.

Annex 2 - Minutes of the contract price Contract.

Annex 3 - Terms of reference for the performance of work.

11. Addresses, bank details and signatures of the Parties

Application No. 2

to the Contract No. 2015 IspDN 1

January 17, 2015

Minutes of the Contract on the contractual price when performing work on the topic: "Creation of software for the stand for testing AC units manufactured by OAO" Customer"

We, the undersigned, on behalf of the "Customer" - the General Director of OJSC "Customer" on the one hand, and on behalf of the "Contractor" - the Technical Director of CJSC "Contractor", on the other hand, certify that an Contract has been reached between the parties on the amount of the contract price for the execution of works on the topic: “Creation of software for the stand for testing AC units manufactured by JSC “Customer” in the amount of 00 rubles (00 rubles 00 kopecks), including VAT 0.05 rubles (05 kopecks). This protocol is the basis for mutual settlements and payments between the Customer and the Contractor.

Application No. 3

to the Contract No. 2015 IspDN 1

January 17, 2015 

Terms of reference for the performance of work on the topic: "Creation of software for the stand for testing AC units manufactured by JSC "Customer"

1. Основание

The basis for the performance of this work is the contract 2015_IspD1 dated January 17, 2015.

2. Objective

The aim of the work is:

________________________________________

3. Composition of the work

________________________________________

4. Software Requirements

________________________________________

5. Basic requirements for the functions of the bench software

________________________________________

6. Work in progress

In accordance with the requirements of this contract, the following work must be performed:

Development and approval of TOR

Terms of reference for the software

Receipt and processing of initial data

Mathematical description of testing sequences.

Creation and approval of an album of video frames.

Development and debugging of the controller code

Controller application software

Development and debugging of the AWP program code

Application software

Development of operational documentation

1. Software specification

2. Operator's manual

3. Programmer's guide

Debugging on the territory of the stand manufacturer

Test protocol

Commissioning

Commissioning certificate

7. The procedure for carrying out work at the facility of operation

7.1. The Contractor is obliged to carry out work under this contract with the help of its trained and certified personnel in strict accordance with the current rules of the OPE NPP, PRB, PPB, PYAB, PGGTN, PUBEAEU, labor protection and on-site regime, on-site instructions for the production of specific services. Familiarization of the Contractor's personnel with the rules in force at the site of chief and commissioning works is provided by the Customer or an organization authorized by him.

7.2. The Customer is obliged to ensure familiarization and training of the Contractor's APCS personnel with the current rules listed in clause 7.1. of this Terms of Reference.

7.3. In order for the Contractor's personnel to carry out the actual commissioning work at the power plant, the Customer must ensure the creation of a team for carrying out the commissioning work at the stand operation facility with the mandatory involvement of representatives of the commissioning and maintenance services of the Power Plant. Responsibility for the organization and management of the specified team lies with the Customer or a person (organization) authorized by him.

7.4. The customer is obliged to ensure the bringing in and removal to the place of performance of the commissioning works of the instruments and equipment necessary for the performance of these works, documentation, components, consumables, tools and property.

7.5. The commissioning chief is carried out only after the complete completion of installation and commissioning with the provision of relevant documents (acts) on the completion of installation and commissioning (with verification of the correct connection of all equipment) and test runs.

7.6. The call of the representatives of the Contractor to carry out the chief of adjustment work at the POWER PLANT is made only after receiving copies of all the documents listed in clause 7.5 of the ToR.

7.7. Commissioning work should be organized (if possible) also on weekends.

_________________________________________

8. Documentation Requirements

8.1. Program documentation is issued in accordance with GOST 19.101-77 and includes the following documents:

_________________________________________

8.2. The software documentation is supplied in 1 (one) hard copy (accounted copy).

9. The procedure for accepting the results of work

9.1. Testing of the bench software is carried out in two stages:

– first stage: testing at the site of the Contractor;

- the second stage: acceptance tests on the equipment of the stand at the POWER PLANT.

9.2. Tests of the first stage are carried out on ________________________________

9.3. Acceptance tests for _______________________________________________

10. Terms of work

The start and end dates for the performance of work are determined by the schedule of the contract (Appendix No. 2 to this contract).

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