1.

Parties, Titles and Requisites

a) This Agreement is executed this e.g. 12 day of January 2005 (or, alternatively, the
twelfth day of January, two thousand and five, if the context may require so) by and
between Party 1 and Party 2; or

b) This Agreement is made on e.g. January 12, 2005 by and between Party 1 and Party 2;
or

c) This Agreement is entered into on e.g. January 12, 2005 by and between Party 1 and
Party 2;

Obviously irreplaceable in translation practice Oxford Collocations Dictionary for Students of

English provides us with the following extension in due respect: to conclude/enter
into/execute/sign/reach/ arrive at/come to/negotiate/work towards agreement) (p.17
“Agreement”).

Right afterwards usually follow legal requisites of the Parties specified, for example, as:
Party 1 a legal entity
(incorporated/established/founded) under the laws of [country] on [date] with Registration
No.___ as 
[an Open/Closed Joint Stock Company/Limited Liability Company/Daughter
Enterprise/Subsidiary/Full Liability Company/Joint Venture/Partnership/Representative
Office etc] 
whose legal address is: [legal/postal address, including building/apartment No., street,
city/state, zip code, country],
duly represented by [name and title of representative], 
acting on the basis of [legal document, i.e. Charter/Statute/Articles of Association/Power of
Attorney etc] 

on the one side/of the one part/as the party of the first part,” and

Party 2, on the other side,

hereinafter together/jointly referred to as the “Parties”

and separately/individually as the “Party”,

have entered into this Agreement on the following terms: _____;

or the latter clause may be extended in the following way: 

In consideration of the mutual promises and covenants set

forth/designated/stipulated/envisaged/defined/specified/contemplated/set out/contained in
this Agreement, the Parties agree/have agreed as follows:

WHEREAS, Party 1 desires e.g. to retain the services of Party 2 in accordance (with)/in
compliance (with)/in line (with)/in obedience (to)/in conformity with the terms and
conditions of this Agreement; or
WHEREAS, Party 1 wishes e.g. to sell and Party 2 wishes to purchase e.g. corporate rights
as a result of which Party 2 shall become the owner of  e.g. Daughter Enterprise;

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained
herein, the Parties hereby/further agree as follows:

2. Subject of the Agreement/Subject-Matter of the Agreement

a) Party 1 hereby e.g. grants to Party 2, and Party 2 hereby accepts _____ described in
Section ______ below subject to the conditions specified in this Agreement; or

b) Party 1 e.g. shall provide/render to Party 2 the following services/works/goods; or

c) Party 1 e.g. shall order and Party 2 shall undertake to fulfill the works at quality
level. Herewith/Herein/At that/Thereat/Upon this/For this purpose/With that/Thereby/In this
regard/To this end/In due respect Party 1 undertakes to make its best efforts /use its best
endeavors/do its utmost within the boundaries of applicable legislation/ within the law; or

 d) Party 1 e.g. shall have the right to provide services to Party 2, by e.g.subcontracting the
performance of such services to a third party, including to Party’s 1 affiliated
entities/subsidiaries/affiliations/daughter enterprises/branches.

The provision of services shall start/begin/commence not later than [date];

The abovementioned provisions may be alternatively added by the reference to quality of

rendered services, specifically:

a) With a high standard of quality Party’s 2 services shall be performed in a workmanlike

and professional manner; or

b) Subject/Pursuant to the next sentence, Party 1 warrants that all services provided under
this Agreement will be carried out with all due skill, care and diligence, in a good and
workmanlike manner, and in conformity with prior practice;

Party 1 and Party 2 hereby agree that the fee for services shall be e.g. the Party’s 1 fair
proportion which concerns each type of Service and, if the value of the services changes for
Party 2 (with the exception of//except for//exclusive of the management charge);

Party1 and Party 2 shall be individually and solely responsible

for e.g. the duly/timely/proper payment of any taxes that either may
be required/demanded to pay in connection with this Agreement pursuant to/in accordance
with/in compliance with/in conformity with/according to/in line with/in adherence
with/adherent to/pursuant to the applicable legislation of Ukraine/Ukrainian legislation/the
Law of Ukraine/ applicable law of Ukraine.

3. Term and Termination/Term of Agreement

This Agreement comes to an end if e.g. either

Party forfeits/  breaks/  dissolves/terminates/  rescinds/ reneges/ ends/ repudiates/ cancels it by
giving a e.g. thirty (30) days written notice which either Party is entitled to do whenever
_______;
  The Parties may terminate this Agreement e.g. prior to expiration of the
term designated/specified/set forth/envisaged in Section ___ of this Agreement only by
mutual agreement or in accordance with one of the provisions of this Section ____;

In the event/In case of termination of this Agreement, pursuant to Articles ___ or ___, the
Parties shall e.g. fully make all settlements and payments within two months following the
termination date. Upon the expiration of the specified term, this Agreement shall cease to
be valid e.g. only upon the fulfillment by the Parties of their obligations hereunder and
full completion/performance/effectuation/making of all settlements and payments.

Notwithstanding anything to the

contrary contained/included/foreseen/comprised/constituted in the Agreement each Party
shall e.g. have the right and option to terminate the Agreement any time after the passing
of the e.g. 1st month of the term by delivering to the e.g. landlord 5 days prior written
notice of such termination. If Party 1 elects//chooses/opts to terminate e.g. the lease
pursuant to such option, then Party 1 shall e.g. peaceably vacate the demised premises and
deliver possession thereof to Party 2 at the expiration of said 5 days, and, as of such
termination date, neither party shall have any further liability or obligation to the other
hereunder except for then accrued liabilities under the Agreement as of said termination
date.

4. Liabilities

To the maximum/full/fullest extent permitted by law, Party1 shall e.g. in no event/under

(in) no circumstances/on no account have any liability to Party2 for loss of business, loss of
profits, loss of reputation or goodwill or for any other form of indirect or consequential loss,
whether arising from negligence, breach of agreement, tort, breach of statutory duty or
otherwise, irrespective of any notice by Party 2 of the likelihood/probability of any such
indirect or consequential loss;

Party 1 shall e.g. provide and thereafter maintain insurance against all risks in respect
of/regarding/as regards/pursuant to its property and any equipment used for the execution
of this Agreement;

Party 1 has in force e.g. valid insurances in respect of its property, assets and business
against such risks as are normally insured against by companies carrying on similar
businesses for the full reinstatement or replacement value of such property and in respect
of its business for such amounts as would in the/given circumstances be normal for such
companies including, without limitation, adequate insurance cover against accident,
damage, injury, third party risks, loss of profits and product liability.

5. Losses

Party 2 acknowledges/affirms/confirms that if Party 1 terminates the Agreement in e.g.two-

year period e.g., the losses sustained or to be sustained by Party 1 will be
substantially/significantly/considerably greater than USD ______.

6. Settlement of Disputes/Dispute Resolution and Governing Law

a) All disputes and controversies/discrepancies arising out from the performance of this
Agreement will be resolved, if possible, through negotiations between the Parties; or
b)In the event that/Whenever/In case  any disputes or differences arise out of or in
connection with this Agreement, the Parties shall settle such disputes or differences by
means of negotiations between the Parties in an amicable manner; or

c) All disputes between parties shall be normally settled by means of good will and
reciprocal engagement;

This usually has the following extension, either:

a) All disputes arising out in connection with this Agreement shall be finally resolved in
accordance with applicable law of Ukraine; or

b) Any dispute, controversy or claim arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination (a “Claim”), will be
referred to and finally resolved by arbitration under the Rules of e.g. the London Court of
International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference
into this clause ___. 

The language of the arbitral proceedings will be e.g. English, and the procedure (insofar as
it is not governed by the Rules of the LCIA) will be governed e.g. by English law. Insofar as
they are legally able to do so, the Parties hereby agree to exclude the jurisdiction of English
courts. 

7. Modifications and Amendments

Amendments and addenda to this Agreement shall be performed by

appropriate annexes/amendments/modifications/alterations//changes//supplements which
shall form an indivisible//inseparable//integral part of this Agreement and have equal
force/is equally authentic/authoritative with it, or by additional agreements respectively;

No provision of this Agreement may be amended, modified or waived e.g. except by an

instrument in writing entered into by the Parties and specifically designated as an
amendment, modification or waiver.

8. Force-Majeure

a) The Parties hereto shall not be liable for full or partial failure to perform their obligations
hereunder if e.g. such failure results from any cause beyond the reasonable control of the
non-performing party (“Force Majeure”). Such circumstances shall include, without
limitation: prohibitive actions by governmental authorities, local authorities, fire, flood,
earthquake, war, strike; or

 b) The Parties shall not be liable for delays or non-performance of their obligations under
this Agreement e.g. as a result of circumstances arising from Force Majeure that are
attributable to any and all uncontrollable events including but not limited to: natural
disasters, civil disturbances, government acts, regulations, fraud, strikes, embargoes on
transported goods, war, insurrections, and annulments or termination of licenses,
permissions, or authority; or

c) No Party shall be liable for any delay in performing of any of the obligations hereunder
for e.g. any cause beyond its reasonable control, including but not limited to strikes and
accidents, war, invasion, riot, rebellion, civil commotion, insurrection, fire, wind, lighting,
explosion, volcanic eruption, earthquake, shipping accidents, freight embargoes, provided
however, that such event affects the proper performance of obligations hereunder and did
not exist as of the Commencement Date (“Force Majeure”).

 a) A Party that is not able to fulfill its obligations under this Agreement shall notify the
other Party within ___ business days of the occurrence and termination of circumstances
preventing such first Party from the performance of its obligations; or

 b) The facts explaining the existence of the abovementioned circumstances shall be proved
by a competent body of e.g. Ukraine. If a party fails to notify the other party of the
occurrence of such circumstances, such failing party shall not be entitled to refer to Force
Majeure as a reason for the failure to fulfill its obligations. If the foregoing circumstances
continue to exist for e.g. more than 3 months, each of the parties shall be entitled to
terminate this Agreement by giving a written notice to the other party without imposing any
financial sanctions upon such terminating party; or

c) If a Party is delayed in performance due to the Force Majeure circumstances, it shall give
the other Party, in writing at the earliest possible time/as soon as possible/as soon as
practicable, written notice of such delay or failure, together with a statement of the facts
upon which it bases its claim of Force Majeure. The existence of Force Majeure
circumstances and its nature should be confirmed by presentation by the relevant Party of
the written certificate of the Chamber of Commerce and Industry of Ukraine. The Party so
delayed or failing to perform due to an event of Force Majeure shall take all reasonable
steps to minimize the effect of the event of Force Majeure; or

d) In case/Providing that/Whenever/If Force Majeure adversely affects any material part of

this Agreement for a period in access of e.g. thirty (30) days, any adversely affected Party
shall be entitled to terminate this Agreement by providing notice of termination to another
Party. No Party shall be liable for default, damages or otherwise on account of a termination
pursuant to this Article ___.

9. Miscellaneous

 This Agreement enters into effect upon signing and remains in effect until e.g. full
performance of the obligations by the Parties;

 Any modifications or additions to this Agreement may be made by the Parties e.g. in a

manner consistent with the signature requirements for this Agreement or any Addenda;

 All Annexes and Addenda duly signed by the Parties form an indivisible/inseparable and
integral part of the Agreement;

 If any term of this Agreement should contradict e.g. Ukrainian legislation, then the
Agreement shall not be applied in such section.

All further changes/alterations/modifications or amendments to this Agreement shall be

reflected on attachments to this Agreement, executed by both parties;

 All documents related to the performance of this Agreement shall be sent to the other party
at its address specified in the Agreement.
  Counterparts and Languages:

 a) This Agreement is executed in two copies, each for either Party. Each copy of the
Agreement is composed both in the English and Ukrainian languages and is identical in
meaning. The e.g. Ukrainian text shall prevail for the interpretation of this Agreement; or

 b) This Agreement has been signed in e.g. English and Ukrainian versions. In the event of
any dispute, the Ukrainian version shall prevail. This Agreement has been made in two
equally valid counterparts of each language version. Party 1 shall keep one counterpart of
each and Party 2 shall keep the other counterpart; or

 c) The present Agreement is made in Ukrainian and English languages in

duplicate/triplicate. In case of any differences priority is given to English version of the
Agreement. All Attachments set forth in Article ___ shall be an inseparable part of this
Agreement; or

d) This Agreement shall be produced in both the English language and the Ukrainian
language. In the event of/Whenever there is a conflict between the Ukrainian language
version and the English language version, the English language version shall prevail; or

 e) The Agreement is made in four copies in Ukrainian language, which shall be kept by
each of the Parties. All copies are equally authoritative; or

 f) This Agreement has been drawn up in the English and Ukrainian languages and has been
executed in 2 (two) copies, each having equal legal force and authenticity. In the event of a
discrepancy between the Ukrainian and English texts of this Agreement, preference shall be
given to the English text.

10. References and Notices

References to any Law shall be construed/interpreted as references to such Law as

amended or re-enacted or modified by any other Law (whether before or after the date of
this Agreement) and shall include any provisions of which they are re-enactments (whether
with or without modification) and shall include subordinate legislation made under
the relevant/corresponding/appropriate/respective/according/due/proper statute;

Any notices to be given hereunder shall be in writing and signed by the Party that gives
such notice, or by its authorized representative, and shall be mailed, return receipt
required, or delivered via courier or other means of hand delivery, or sent by fax (the
receipt of which shall be proved by a transmission report) with obligatory further delivery of
the original copy at the addresses of the Parties designated below;

All notices, requests, demands, claims, and other communications hereunder shall be
presented in writing. Any notice, request, demand, claim, or other communication
hereunder shall be deemed duly delivered if it is sent by personal delivery or by facsimile
transmission to the following addresses or facsimile details;

IN WITNESS of which the Parties have signed and sealed this Agreement as a deed but
have not delivered it until dating it.