AGREEMENT N 356/181298
on the rent of office premises
Moscow December 18, 1998
MACHMIR Co, Ltd., the legal company under the legislation of Russian Federation,
presented by the general director Kudimov N.N., operating on the basis of the
Charter, hereinafter referred to as "Lessor", on the one hand, and ZAO "TriD
Store Vostok", the legal company under the legislation of Russian Federation,
presented by the general director Xxxxxx I.E., operating on the basis of the
Charter, hereinafter referred to as "Renter", on the other hand, further
mentioned together as "Parties", wishing to cooperate on a stable and mutually
advantageous basis, have concluded the present Agreement as follows:
Article 1. SUBJECT OF THE AGREEMENT
1.1 The lessor is obliged to grant the Renter in temporary use for the
defined sum 198 square meters of office premises (further - "premises") for
allocation of the office (without the right of sublease and redemption), on the
second floor of the building, located at: 119146, Xxxxxx, 0xx Xxxxxxxxxxxx xx.,
0, building 1, which the lessor owns according to the Certificate on depositing
in the Property Registry No. 0018120.
Plan of the premises is shown in the Attachment to the present
agreement, which makes its essential part.
1.2 The rent is valid since December 18, 1998 until December 1, 1999 or
on smaller period, in case of application of the positions, foreseen in article
6 of the present Agreement.
1.3 The present Agreement is valid since its signing by representatives
of both Parties.
Article 2. THE RIGHTS AND RESPONSIBILITIES OF THE PARTIES
2.1 The lessor commits oneself:
2.1.1 To grant to the Renter's disposal the premises for agreed
purposes since December 18, 1998 under the acceptance report, stating technical
conditions of premises and engineering equipment at the moment of leasing;
2.1.2 To render the Renter necessary assistance in registration of the
present agreement in state bodies according to the requirements of the Russian
legislation;
2.1.3 To provide for the Renter and persons, indicated by him in
written notice, unconstrained access to the premises and places of common use
during working days from 8 AM till 9 PM; in remaining time, in case of business
necessity, with preliminary Lessor's notification and his written permission;
2.1.4 To provide for the validity period of the present agreement the
electricity supply for lighting, office equipment and home appliances
(installation of other apparatus consuming electric power requires the Lessor's
consent; the payment for current consumption by such apparatus is made
follow-up, basing on actual power of instruments); feed of hot and cold water,
heating upon the existing norms in Moscow, and also operation of the water
drain, sweeping of places of common use and adjacent territory, round-the-clock
protection of the building and adjacent territory;
2.1.5 In case of crashes not through the Renter's guilt, to assist in
elimination of their consequences;
2.1.6 To grant for the validity period of the present agreement for use
of the Renter 4 city telephone lines, providing if needed telephone feed to the
premises. The Miussky Telephone site at the expense of the Renter can re-assign
the local telephone lines to the Renter with the consent of the Lessor;
After termination or advance cancellation of this agreement, the
agreement on use of the local telephone lines is restored and the telephone
numbers are reverted to the former user - the lessor. The Renter pays the
telephone bills during validity of this lease arrangement directly to the
Service Company.
In case the Renter detains from payments for more than one month, the
Lessor switches off the phones in his use on the basis of notification of
indebtedness until complete coverage of all debts before the phone site.
2.2 The lessor eliminates crashes and their consequences at his own
expense, if they took place through his guilt. In case of any crash, the Parties
compose a two-Partied report, indicating the reasons and order of liquidation of
consequences.
2.3 The Renter accepts the following obligations:
2.3.1 To use premises extremely with the purposes, indicated in item
1.1 of the present Agreement; not to transfer his rights and responsibilities
upon the agreement to third parties.
2.3.2 To pay the rent in due terms;
2.3.3 To use premises according to sanitary & fire-prevention rules and
regulations of using the sanitary - technical and engineering equipment; to
respect rules and norms of public behavior;
The personal responsibility for fire prevention in the leased premises
according to the current legislation (item 1.1.7 of the Fire prevention rules in
the Russian Federation) is assigned to the chief of Company.
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2.3.4 To remove and to bear commodities and materials from the premises
upon his invoices presenting them to the guards;
2.3.5 To carry out the necessary current repair of premises in time and
at his own expense. Expenditures of the Renter on the current repair are not the
basis for lowering the rent;
2.3.6 After cancellation of the present Agreement, the conditions of
returned premises shall be not worse, than as fixed in the report mentioned in
item 2.1.1 of the present Agreement with allowance of a natural wear.
If the conditions of returned premises upon termination of the
agreement is worse than the provided, the Renter reimburses to the Lessor the
caused damage according to the legislation of Russian Federation.
2.3.7 To seal up the leased premises daily and to hand over on the
guards' console with notification in the register.
In case of absence of seals at the door of the premises, defective
locks and absence of a signature in the guards' register, the Lessor is not
responsible for loss and plunder of commodities and materials from the leased
premises.
At revealing of plunder of commodities and materials from leased
premises when under protection and in case of habitual negligence of the
protection servicing by the Lessor, the Renter can claim reimbursement of
suffered damage, as fixed by competent authorities.
Article 3. PAYMENTS AND ACCOUNTS BY AGREEMENT
3.1 For the premises in temporary use the Renter shall pay the Lessor
the equivalent of 60.390 (sixty thousand three hundred ninety) US dollars per
annum, basing on the rate of 305 US dollars per 1 square meter annually.
3.2 Rent and other payments upon this agreement are made in rubles at
the rate of the Central Bank of Russian Federation on the date of payment.
3.3 The Renter transfers monthly in advance, not later than the 20th of
the last month of prior quarter, the equivalent of 15.097,5 US dollars to the
account, indicated by the Lessor at the moment of the first payment.
3.4 The date of payment is the date of receipt of the appropriate sums
on the recipient's account.
3.5 All the sums, mentioned in the present article, include the
value-added tax.
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Article 4. THE RESPONSIBILITY OF THE PARTIES
4.1 For default, delayed incomplete fulfillment of the obligations
indicated in article 3 of the present agreement, the Renter pays to the Lessor
the fine at a rate of 0,5% of the delayed sum per each day of delay. In case of
delay in rent payments over one month, the Lessor has the right to terminate the
agreement by written notification of the Renter. On receipt of such
notification, the Renter shall release the rented premises in 30 days.
4.2 In case of violation or inadequate fulfillment of his obligations
and/or warranties by any Party under the present Agreement, he is obliged to
reimburse to the other Party the losses, caused by such violation or inadequate
fulfillment.
4.3 The payment of sanctions, fixed hereby, does not release the
Parties from execution of their obligations or from elimination of violations.
4.4 The Renter and Lessor shall not bear responsibility for violation
or inadequate fulfillment of their duties in case of force majeure
circumstances, as stipulated in items 5.1-5.5 of the present Agreement.
Article 5. FORCE MAJEURE
5.1. The Party is released from responsibility for partial or complete
violation of its obligations under the present Agreement, if this violation or
inadequate fulfillment was caused by force majeure circumstances arisen after
conclusion of the present Agreement as a result of extreme events, which the
Party could neither foresee, nor prevent by reasonable measures. Such extreme
events include: the fire, flood and other natural phenomena, military
operations, mass rioting, acts of government and management bodies of the
Russian Federation, activities of municipal services realizing provision of the
building.
5.2 At arise of circumstances, indicated in item 1 of the present
article, the Party shall immediately notify the other Party in written form. The
notice should contain description of circumstances, rating of their influence on
fulfillment by the Party of its obligations under the present Agreement and time
of performance of the obligations.
5.3 The Party shall immediately inform the other Party in written form
on termination of circumstances, indicated in item 1 of the present article. The
notice shall indicate the period of execution of the obligation under the
present Agreement.
5.4 In cases, foreseen in item 1 of the present article, the period of
execution by the Parties of their obligations under the present agreement is
removed in proportion to time, during which such circumstances operate.
5.5 In case the indicated circumstances and their consequences continue
to operate over a month or if at the approach of such circumstances it becomes
clear that they and their consequences will operate over this period, the
Parties can terminate the present Agreement by mutual agreement. Then, neither
Party shall claim reimbursement of any losses suffered in connection with the
present Agreement.
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Article 6. ADVANCE TERMINATION
AND CANCELLATION OF THE AGREEMENT
6.1 Changing terms of the present agreement requires written agreement
between the Parties, and this agreement can be terminated after its expiry or in
advance.
The advance termination by any Party is possible by written
notification of the other Party not less than 30 days before reputed date of
termination.
6.2 The agreement can also be terminated by the Lessor, if the Renter
infringes the contractual obligations stated in item 2.3.3, uses leased premises
not as required, does not hinder with systematic gross violation by the
employees company of the order and, despite of written warning terminating
continues to infringe the obligations within 30 days from the date of the notice
in writing.
6.3 At advance cancellation of the agreement, the Parties settle all
the accounts upon this agreement, outstanding at the date of cancellation.
Article 7. RESOLUTION OF DISPUTES
7.1 All disputes and dissents arising from the present Agreement or in
connection with it shall be whenever possible settled by negotiations between
the Parties.
7.2 In case the Parties can not reach an agreement, the dispute between
them is subject to consideration in Arbitration Court of Moscow.
Article 8. PARTICULAR TERMS
8.1 All inseparable (without detriment) improvements in the premises,
made by the Renter in a location, become the property of the Lessor without
reimbursing cost of these improvements to the Renter after cancellation or
advance termination of the Agreement.
8.2 The lessor hereby guarantees that he is the proprietor of premises
and possesses all necessary and sufficient rights on granting the premises to
rent.
8.3 The lessor will have access to leased premises for inspection,
repair under advance notification of the Renter, except for extreme cases, like
a fire or flood, at which no warning is required. The Renter shall be
immediately informed about such access in extreme situations.
8.4 During validity of this agreement, the Renter will have the right
to make re-equipment and re-planning of leased premises only under the written
approval of the Lessor.
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8.5 The Parties are obliged to provide confidentiality of financial and
commercial information tangent of conditions of the present agreement.
8.6 All changes and additions to the present agreement should be made
in writing and signed by the plenipotentiaries.
Article 9. PROPERTIES OF THE PARTIES
9.1 Lessor: the closed joint-stock company "MACHMIR"
INN 7704010953 119146, Xxxxxx, 0xx Xxxxxxxxxxxx xx., 0
Bank account 40702810500000000045 in ZAO AKB <> BIK
044583374 corr.acc. 30101810500000000374
9.2 Renter: ZAO "TriD Store Vostok"
INN 119146 Xxxxxx, 0xx Xxxxxxxxxxxx xx., 0, building 1
Bank account in "Bank Austria" (Moscow) 000
BIK 044525746 corr. acc. 30101810400000000746
The present agreement is signed in triplicate in Russian, all copies
having identical legal force, one for each Party and one - for
registering bodies.
On behalf of the Lessor On behalf of the Renter
General director General director
/s/ N.N. Kudimov /s/ I.E. Xxxxxx
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N.N. Kudimov I.E. Xxxxxx
The translation was made by Xxxxxxx X. Xxxxxxxxxx completely and correctly on 1
page on November 05, 1999.
General Director I.E. Xxxxxx
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