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C o n t r a c t A g r e e m e n t This ...................................... 2006 /7, the following contract agreement was signed between the parties as follows: • .............................................................................................................................. ................................................................................................................................................ hereinafter referred to as “ the assignor ” , and 2. ……………………… hereinafter referred to as “ THE CONSULTANT ” . I. SUBJECT OF THE CONTRACT 1.1. THE ASSIGNOR assigns and the CONSULTANT agrees to provide consulting services and research on behalf and for the ASSIGNOR concerning the process of preparation of the pre-tender privatization deal of the …………, as well as to provide to the Assignor all the necessary information and assistance for concluding the contracts for the purchase of the sold majority pack of shares in the company, in return for payment of the respective compensation as agreed in the terms of the present Contract. 1.2. The consulting services, which are subject to the present contract, shall include the following items : 1.2.1. The consultant shall provide timely and updated information about the strategy of the privatization authority in charge of the respective upcoming privatization deal. 1.2.2. The consultant shall provide timely and updated information about the Privatization Memorandum and valuation of the company under privatization ; 1.2.3. The consultant shall provide timely and updated information about selected method for sale of the majority shares of the company under privatization ; 1.2.4. The consultant shall conduct the Due diligence check into the Company under privatization ; 1.2.5. The consultant shall prepare the bid for participation in the privatization process – from a legal compliance point of view; 1.2.6. The consultant shall provide legal advice for the resolution of all disputed cases in the process of implementation of all the steps required under the privatization procedures ; 1.2.7. The consultant shall participate in negotiations with the privatization authority for improvements in the initial bid, or in discussions with other state authorities in relation to the privatization process ; 1.3. The subject of the present agreement does not include: 1.3.1. Procedural representation as attorney before courts or other arbitration authorities in case of legal disputes arising – for reasons of appeals filed against the Decrees of the privatization authority, or for any other reason ; 1.3.2. The consultant does not have any responsibility to introduce in public, or to advertise the activities of the Assignor 's company. ??. Duration of the contract • The contract shall be considered to become effective and binding for the two parties from the date of drafting and shall be valid until the date specified in the very contract. I ??. REMUNERATION OF THE IMPLEMENTING CONSULTANT 3. The ASSIGNOR shall pay to the consultant the following remuneration: 3.1. For the legal consulting services provided – remuneration in the amount of …………………………… EUR. 3.2. For the successful completion of the deal and the ultimate contract for acquisition on the part of the ASSIGNOR of the majority shares from the capital of the company under privatization the Consultant shall be paid the so-called success fee. The amount of the success fee shall be specified in the Annex to the present contract. 3.3. The due remuneration payment to the CONSULTANT shall be paid in the following way : 3.3.1. Within 7 – days term after signing the present contract – an advance payment of ……………… EUR. 3.3.2. The remaining part of the remuneration as per art. 3.1 shall be paid within 7-days after the bid for participation of in the privatization process has been drafted by the CONSULTANT and submitted to the ASSIGNOR. 3.3.3. The Success fee remunerations shall be paid within another 7- days term after the public announcement of the ASSIGNOR as the winner in the privatization tender. 3.4. The payment of the remuneration shall be implemented through wire transfer to the CONSULTANT or in cash. 3.5. The two parties to the present contract may agree on additional remuneration sums through annexes to the contract – with respect to court legal representation/ attorney services during eventual court disputes with respect to appeals filed against the decrees of the privatization authorities, etc... I V . RIGHTS AND OBLIGATIONS OF THE PARTIES 4.1 . The ASSIGNOR is authorized to request from the CONSULTANT the preparation of detailed and comprehensive written updates to report on progress made in the implementation of the different activities under the contract. 4.2. The ASSIGNOR shall be obliged to : 4.2.1. Provide to the CONSULTANT any type of cooperation required for the implementation of the tasks assigned under the present Contract. The ASSIGNOR shall formulate the plans for participation in the privatization process in the form of a written task, and shall provide to the CONSULTANT all the necessary information and background materials, etc. 4.2.2. The ASSIGNOR shall pay to the CONSULTANT the remuneration due with the specified above terms, amounts and payment specifics. 4.3. The CONSULTANT shall be authorized to receive from the ASSIGNOR the remuneration due with the specified above terms, amounts and payment specifics. 4.4. The CONSULTANT shall be obliged to : 4.4.1. To implement and conduct the activities under art .1.2. in a competent and careful manner, to provide quality consulting services and to treat the ASSIGNOR as a preferred customer in case of other clients also existing. 4.4.2. The CONSULTANT shall keep secret and confidential all the business secrets revealed in the process of providing consulting services under the Present Contract – even after the completion of the tasks under the present Contract. 4.5. The Consultant does not undertake any responsibility and liabilities towards the ASSIGNOR with respect to drafting and defending the financial part of the bidding documentation for participation in the privatization tender. V . TERMINATION OF THE CONTRACT 5.1. The present Contract shall be terminated after the expiration of the Contract term of validity. 5.2. The contract can be terminated before the expiration of its term of validity by means of mutual agreement reached between the two parties under the contract, which shall be documented in written form and shall also cover the implications of the financial rights and responsibilities arising as a result of the termination. V? . FAILURE TO PERFORM AND PENALTIES 6. In the case of delayed payments of the remunerations due as per as per art .3 ? n the part of the ASSIGNOR, the latter party shall be obliged to pay to the CONSULTANT a penalty of 0.1% ( zero point one percent ) daily interest on the amount of remuneration due and delayed, until final full payment of all remuneration sums due. V?? . GENERAL PROVISIONS 7. All disputes related to the interpretation and application of the provisions of the present contract shall be resolved by negotiations. In the cases when the two parties fail to reach an agreement after negotiations, the disputes will be brought to the attention of the respective competent Bulgarian courts for resolution. The contract agreement was drafted and signed in two uniform copies – one for each of the parties. For the ASSIGNOR : For the CONSULTANT : ………………………... ………………………… |
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