Joint Venture Agreement of works Contract Private CHAPTER | GENERAL PROVISIONS Between INTERNATIONAL BROKER LTD, LONDON ~SWE19— United Kingdom — in the person of Mr. Adam Sorensen - as a representative of the group of associated companies for the realization of works of public and private And Granted the company has the legal availability for the purposes of this contract, * that the customer intends to entrust the Contractor jobs of civil work and privat construction in Romania; * that the Contractor declares that he has the technical and organizational capabilities to execute them to perfection; The following is agreed At ‘Subject and guarantees 1. The Recitals form part of this agreement. 2. The Principal Contractor entrusts the execution of the work described in the technical-administrative documentation attached to this agreement as set out below and / or circumscribed 3. The Customer represents and warrants that itis fully available online both in law and in fact of the asset to the intervention and therefore make it available to Contractor under the terms and conditions indicated below 4, The Contractor represents and warrants that they are aware of the current state of the property, had examined the technical-administrative documentation attached to present contract, you have all thetechnical-orgenizational, economic and financial conditions necessary to carry out the work in compliance with current legislation and regulamentation also of a technical nature related to the field, Art.2 Technical and contractual documents governing the contract ‘The contract is covered not only by contractual arrangements, the technical-administrative documentation indicated below, which was examined and accepted by the Parties 1._the offer of the Contractor; 2. the metric of the work; 3. the graphic design and illustrative; 4. the geological report, the geotechnical report, the results of any investigations carried out; 5. the elaborate technical executive, structural and plant (except additions that the customer agrees to provide by the time of delivery of the works); 6. the program of work; 7. the documents attesting to the analytical characterization of excavated earth and rocks affected by the work done by the client to perform; 8. copies of the complaints logon and / or building permits and any other authorization required for carrying out the work; 9. the safety plan and coordination including the cost estimate for the security and technical dossier containing the information useful for the prevention and protection of workers during the execution of the work; 10. the declaration of the Customer in relation to the VAT rate to be applied to the work contract; 11. the Special specifications for tender; 12. Plan operational safety; Art. 3 Form of 1, The contract means given and accepted at Bucharest. 2. In the case of pricing "body" are included in the overall cost of the supplies of materials, proce: transport, rentals and everything else needed to fully perform the work. Do not assume, therefore, important quantities of individual processes indicated in the project. 3. In the case of pricing "suitable" for each category of work will charge quoted in the Contractor, according to the methods of measurement provided in this contract. 4. In any case, both in procurement body for procurement to measure, the prices used are net of expenses for security which are shown separately, in the technical-administrative documentation attached.Art Assignment and subcontracting 1. Its prohibited, on pain of termination of the contract, the sale, even partial, in any form, of the contract, subject to the approval of the customer, which, in the latter case, you can still declare that it does not release the assignor to responsibility. 2, Pursuant to the provisions of art. 1656 cc, the Customer hereby authorizes the outsourcing of works and following works in Romania. 3. More subcontracting of work, both at the hands of the Contractor that operates like sub-contract, must bbe specifically authorized in writing by the Client. Without the written consent of the Purchaser, the subcontract will be considered, serious breach to the detriment of the customer, who can act on the termination of the contract and for damages. 4. The Contractor shall insert a clause in the subcontract agreement with which itis explicitly excluded any direct action against the subcontractor of the Principal. 5. The Client will in any case entitled to exercise directly controls and checks, the Contractor undertakes to obtain the express consent of the subcontractor. 6. Subcontracting, when authorized, will remain a mandatory internal relationship between contractor and subcontractor. The Contractor is responsible to the Principal of the regularity of the works, supplies and services subcontracted. Under no circumstances subcontracting will be opposite to the Customer as justification, cause and / or exemption from liability for defaults, arrears or imperfect realizations of the works contracted. CHAPTER IL DUTIES AND OBLIGATIONS OF THE PARTIES Art. 5 Obligations and charges of the Customer 1 They are charged to the client, as well as obligations under other provisions of this contract: a) all the practices of technical, administrative and related expenses / costs, including the economic costs and the signing of the documents required for obtaining permits and authorizations related to the ‘occupation of public land or communal area or private third parties, required for installation of the site. In relation to this, the Contractor shall take care to indicate promptly to the client the need to obtain any / special authorization in order to begin and / or continue work. 2. Assuming that operate in the pipeline subjects unrelated to the workers of the Contractor, the latter must previously coordinate its activities with the Contractor in order not to impede or prejudice the activities of the Contractor itself and not damage to the Contractor. In any case, the subject matter to theworkers of the Contractor can not use equipment and services to the yard of the Contractor without the prior express consent, and after know modes of use, by the Contractor. Art. 6 Obligations and charges of the Contractor 1. They are the sole responsibility of the Contractor, with the express indemnity to the Customer from any claims, demands and / or responsibilities with respect to suppliers or third parties, obligations and charges related to the realization of the work contractually the followin; a) the execution of the work covered by the contract, as specified in the tender documents, and taking all the precautions necessary technical also in the yard; b) unless otherwise agreed upon contract, all materials, labor, transport, freight and everything else needed for the execution of the work performed including the burden of personnel and means of work for the necessary tracings and measurements; ) the development of accounting in contradiction with the Director jobs; 4) assistance to the Tester; ¢) the preparation and maintenance of the construction site properly equipped, and the general ‘management of the yard, work in construction and all materials supplied; the installation of barracks, offices, changing rooms, toilets needed at the construction site, in accordance with the requirements of the safety plan and coordination; Art.7 Personal and social security charges and insurance 1. The Contractor declares to have analyzed and assessed the specific risks in the work environment in which the workers will be required to pay their business, guarantees that will take to carry out the work contracted specialists and agrees to indemnify the customer, prejudice to the responsibility of the latter in the cases provided by law, for any injury that may occur to the work their employees or those of any subcontractors; so did the Contractor guarantees to indemnify and hold harmless the Purchaser from any claims for damages that the same contractor should provide to people and / or things. 2. The Contractor represents and agrees to comply with all the rules on pay, pay, social security, insurance and health contained in the laws and contract in favor of its employees committed to providing all the certification requirements relating to social security and insurance against of the workers to the customer upon delivery of the works. You also agree to indemnify and hold harmless the Purchaser, without prejudice to the responsibility of the latter in the cases provided by law, from any liability in connection with the execution of the works, including one arising from administrative penalties that may be imposed for the execution of the works.3. In the event of a change in the insurance company, the Contractor shall promptly notify the Client via registered mail CHAPTER III CONSIDERATION AND PAYMENTS Art.8 Consideration of the contract ‘The total value of the contract amounts to € 3.000.000,00 (three millions euro), excluding VAT. Structured in the following ways: 30% down payment on the work payable by mode banking SEPA BB - accepted by your bank. all paid to the following coordinates. €.900,000,00 + VAT other advances will be paid on work progress - on receipt invoice - according to the procedures already determined Art.9 Late payment 1. If the payment, even partial, of the work performed is not made before the deadline set by art. 8 of this contract, the Contractor is entitled, expiry of these time limits, interest on late payments, agreed between the Parties, to the extent equal to the rate of 5%. If the delay in payment exceeds 30 days, be given the opportunity to the Contractor to suspend work, after giving notice to communicate to the customer by registered letter, providing for a notice period of at least 15 days. DURATION OF WORK Art. 10 Terms of works and penalties 1, The work will start on 15 July 2015, but no later than 30 days from the date, if later, which will have obtained all the permissions necessary for to launch work themselves, and they will be completed by 15 July 2016. To be extended 2. The customer must enter the Contractor in the possession of the land / building involved building intervention, handing areas / rooms and everything else needed to begin work, available and free of any impediment, obstacle, impair the normal execution of the works by ensuring free and adequate access.International Broker Subcontract, Bucharest, Ii