III. Вивчити контракт та письмово перекладіть його.

CONTRACT No.01

Dated ……… 20… Johannes burg

Firm ………, Hyde Park Lane Manor, Johannesburg, South Africa, in the person of ………, acting on the basis of the Charter, hereinafter referred to as the “Seller”, on the one part, and ………, Ukraine, in the person of General Director ………, acting on the basis of the Charter, hereinafter referred to as the “Buyer”, on the other hand, together hereinafter referred to as the “Parties” and each a “Party”, have concluded this Contract as follows:

1. Subject of the contract

1.1. The Seller agrees to sell and the Buyer agrees to buy on the terms of DDU ………, Ukraine (Incoterms 2000) the GEMS Software as set out in Appendix No.1 (hereinafter referred as the “Product(s)”) according to the price and quantity set out in Appendix No.1 to this Contract.

1.2. This Contract includes and incorporates by reference the attached Appendix No.1 “Specifications” and Appendix No.2 “Master License Agreement”, each of which shall be and shall be deemed to be an integral part of this Contract.

1.3. The license granted by the Seller for the Product(s), including any documentation, is governed by terms and conditions set forth in the Master License Agreement attached as Appendix No.2.

2. Price and total value of the contract

2.1. The price for the Product(s) is as specified in Appendix No.1 to this Contract.

2.2. The Product(s) price is fixed and is not subject to any change during the term of this Contract.

2.3. The full value of this Contract is the amount of … (………US dollars, … cents) United States Dollars (“USD”).

3. Terms and conditions of delivery

3.1. The Product(s) specified in Appendix No.1 to this Contract shall be delivered within 4 weeks from the date of receipt by the Seller of all of the items referred to in Clause 3.5 of this Contract.

3.2. To order the Product(s), the Buyer will first deliver to the Seller completed and signed ordering instructions for the purchase of the Product(s) (the “Order”).

3.3. Upon receipt of the Order, the Seller will, provided the Seller accepts the Order (in its sole discretion), prepare and send to the Buyer a standard commercial invoice along with the standard non-exclusive software license agreement for the Product(s) (“License Agreement”) to be signed by the Buyer. The Buyer will promptly sign and return the License Agreement and pay the Seller the amount owing in accordance with Clause 2.3 for the Order upon receipt of such invoice.

3.4. License of GEMS Software and Update service (items 1, 2, 3, 4 and 6, Appendix No.l) are delivered to the Buyer via Internet.

Protection physical key (item 2, Appendix No.l) is delivered to the Buyer via DHL courier service on DDU ………, Ukraine (Incoterms 2000).

3.5. Provided Clause 3.3 has been complied with by the Buyer, the Seller will ship the number of copies of the Product(s) specified in the Order to the Buyer or such address as the Buyer may direct in the Order only after: (a) the Seller has received payment in full for such ordered Product(s); and (b) the Seller has received the applicable License Agreement signed by the Buyer.

The Seller will be under no obligation to ship any ordered Product(s) until the criteria referred to in Clauses 3.2 and 3.3 and this Clause 3.5 have been satisfied, in the Seller’s sole discretion. The Seller accepts no responsibility for late delivery of the Product(s) and, in particular, accepts no responsibility for sale lost or jeopardized as a result of late delivery. Unpaid invoiced amounts shall incur interest of 2% per month above the prime lending rate established by the Bank of Canada from time to time if more than 30 days overdue.

3.6. For the purposes of Clause 3.1, delivery of Product(s) will be considered to have occurred on the date of ………. customs officer stamp on the shipping documents relating to such shipped Product(s).