SERVICE AGREEMENT
_____, a company incorporated in accordance with the laws of the Republic of ______, TIN ________, located at ________ (hereinafter referred to as “the Customer”), represented by its Director _____________, that is acting based on the Articles of Association, on the one part, and
Individual Entrepreneur __________, passport ____, issued by the Russian Federation on __/__/____, valid until __/__/____, NIF in Portugal ________ (hereinafter referred to as the “Contractor”), on the other part, hereinafter collectively referred to as the “Parties”, have entered into this Agreement as follows:
1. SUBJECT OF AGREEMENT
1.1. Under this Agreement the Customer entrusts and the Contractor undertakes an obligation, during the term of validity of this Agreement within the scope of its entrepreneurship, to provide, and the Customer is obliged to accept and pay pursuant to the terms and procedures set by this Agreement and the relevant annexes services (hereinafter referred to as the “Services”).
1.2. Detailed description of the Services which the Contractor will provide to the Customer is defined in Annex 1 hereto, which shall be an integral part hereof and shall be approved in the Invoices (hereinafter the “Invoice”).
1.3. Specific terms of rendering Services (including period of rendering Services and their price), which are not provided by this Agreement but agreed by the Parties, may be agreed upon by the Parties in the annexes to this Agreement (hereinafter “Annexes”).
2. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
2.1. The Customer shall be entitled to:
2.1.1. receive high-quality and professional Services under this Agreement, namely:
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2.1.2. control provision of Services by the Contractor, make clarifications and comments that shall be obligatory for the Contractor;
2.1.3. receive title to objects of intellectual property right, which are created in course of performance of this Agreement, as stipulated by article 6 hereof;
2.1.4. prohibit usage of the Confidential information, provided to the Contractor in connection with performance of this Agreement according to the provisions of Article 7 hereof;
2.1.5. demand termination of this Agreement in cases provided by its provisions and by law.
2.2. The Customer shall be obliged to:
2.2.1. pay for the Contractor Services of in due time in the manner and under the terms of this Agreement;
2.2.2. in reasonable period, provide the Contractor at its request with the documentation and information required for the performance of this Agreement by the Contractor;
2.2.3. accept from the Contractor the Services in accordance with the procedure envisaged by article 4 hereof subject to absence of defects.
3. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
3.1. The Contractor shall be entitled to:
3.1.1. demand payment for the Services in the amount and in manner determined on the basis of provisions of this Agreement, the Invoices;
3.2. The Contractor shall be obliged to:
3.2.1. provide professional and high-quality Services defined by the Parties in Annex 1 to this Agreement with due care, which may be required for provision of such services;
3.2.2. on demand of the Customer, inform the latter of the progress of rendering Services as well as the actions taken. The request and the information required may be submitted both in writing and electronic or oral form at the discretion of the Customer.
3.2.3. keep in confidence information received from the Customer as provided by Article 7 hereof.
3.2.4. submit to the Customer intellectual property right as provided by Clause 6 hereof.
4. PROCEDURE OF RENDERING SERVICES
4.1. The Customer shall notify the Contractor of the necessity to render the Services in written or in other form, which may be agreed by the Parties (including, by telephone, e-mail or other means of communication) with specified type, scope of Services and other terms of their provision.
4.2. Services may be provided in the following forms:
4.2.1. visit to the Customer and onsite provision of the Services to its representatives at the Customer’s location;
4.2.2. consulting support of the development process, including provision of consultations to the Customer’s representatives;
4.2.3. other forms of Services that are additionally stipulated by the Parties in oral or written form.
4.3. Services shall meet the requirements stipulated by the Portuguese effective legislation, this Agreement, Annexes hereto (in case of their execution) and other documents executed by the Parties. Unless otherwise is agreed in writing between the Parties, the Contractor is obliged to render services without involvement of third parties.
4.4. Consultations under this Agreement shall normally be provided by providing information (notices) in oral form and/or in form of electronic messages.
4.5. Upon agreement with the Customer, the Services under this Agreement may be rendered either at the Contractor’s location (in this case the Customer will receive the Services remotely, by transferring information through the Internet, via electronic messages, by telephone, etc.) or in the Customer’s premises.
4.6. Should it be necessary to render the Services in the Customer’s premises, the latter shall provide the Contractor with the conditions required for rendering the Services, which shall usually include: (a) a room with the area sufficient for the purpose of rendering the Services; (b) computer equipment and software required for rendering the Services; (c) other equipment and resources, which will be necessary for rendering the Services (including but not limited to: office furniture, office stationery, access to the Internet, electronic mailbox, etc.).
4.7. The results of the Services rendered may be implemented in both material and non-material forms, in particular, rendering the consulting Services may be performed either in oral or written form, by way of correspondence via e-mail or other communication systems.
4.8. The Services shall be accepted by the Customer upon actual completion of rendering the Services, expiration of the term during which the Contractor had to render the Services, if the term for rendering of such Services was stipulated by the Annex to this Agreement, and if the Services are rendered on a continuing basis, every calendar month, every two months or every other calendar period which the Parties may agree upon from time to time (hereinafter the “Reporting Period”). The cost of the Services rendered by the Contractor over one (each particular) Reporting Period during the term of validity of this Agreement, as well as the cost of the Services rendered shall be confirmed by the Parties by signing and payment by the Invoice.
4.9. All results of the Services rendered by the Contractor (in case of their existence in material form), shall be recorded in electronic form and submitted to the Customer. The Contractor is entitled to keep the results (their copies) of the Services only during the term of this Agreement. In case of termination of this Agreement, the Contractor shall be obliged to destroy all the copies of results of the Services on its own equipment (if such equipment was involved for rendering the Services) and/or any other data carriers (including on the online data storage services).
4.10. The Contractor shall be obliged to follow the requirements concerning storage procedure for information (including of the results of the Services rendered), which is created and/or received as a result of performance of this Agreement as well as the requirements for protection of such information carriers specified by the Customer.
4.11. Taking into account the Customer’s requirements in the sphere of information protection, the Contractor shall render the Services under this Agreement using the Customer’s equipment, complying with the aforementioned requirements and will be provided to the Contractor by the Customer for the provision of the Services. The Contractor shall be entitled to involve its own equipment in the Services provision subject to its compliance with the Customer’s requirements in the sphere of information protection and exclusively subject to the written consent of the Customer.
4.12. The rights and obligations of the Contractor and the Customer are set forth by this Agreement and also may be set forth by other documents signed by the Parties.
5. Value AND PROCEDURE OF PAYMENT
5.1. The cost of the Services under this Agreement is agreed by the Parties and stated in Annex 1 to this Agreement.
5.2. Notwithstanding the above, the Parties may agree that the cost of the Services rendered by the Contractor is calculated by multiplying the Contractor’s hourly rate specified separately by the number of the hours actually spent by the Contractor for provision of Services.
5.3. Payment for the Services shall be made by the Customer in EUROS.
5.4. The Parties agreed that the cost of Services shall be defined at the level of usual (fair market) prices taking into account the following:
5.4.1. the scope of the Services which the Contractor renders to the Customer (including but not limited to, taking into account the time required for the preparation and the very process of rendering the Services);
5.4.2. the period of rendering the Services by Contractor and their urgency;
5.4.3. the necessity of visits for provision of the Services to the Customer and/or its counterparties (including the necessity of the Contractor’s departure for the provision of the Services to the regions other than the permanent location of the Contractor);
5.4.4. terms of payment for the Services rendered hereof;
5.4.5. expenses born by the Contractor in connection with the preparation, the process of rendering the Services and submitting their transfer to the Customer;
5.4.6. peculiarity and uniqueness of the Services rendered by the Contractor in accordance with this Agreement, the creation of the objects of intellectual property (taking into account that the payment for the rights to such objects shall be considered as included in the cost of the Services) and undertaking by the Contractor particular obligations and the waiver of the property rights indicated herein for the purpose of ensuring confidentiality of the information and property rights of the Customer;
5.4.7. the level of qualification, education, availability of certificates of special training completion (courses, sets of lectures, participation in the specialized seminars, trainings, etc.); special subject matter knowledge and skills; experience necessary for the provision of the services under this Agreement.
5.5. Contractor shall sign, and Customer shall pay by the Invoice in case of acceptance of the Services by the Customer by their quality and scope. In such case the Customer shall transfer the amount specified in the Act to the Contractor within five (5) working days (or within the other period additionally agreed by the Parties).
5.6. The Customer may refuse to pay by the Invoice in case of unsatisfactory quality of the Services rendered and/or doubts concerning compliance of the scope of the Services specified in the Invoice with the actually rendered Services. In case of reasonable refusal of the Customer to pay by the Invoice a bilateral Act with the list of necessary additional works and the terms of their performance and/or the Act with the adjusted scope of the actually rendered Services shall be drawn and signed within five (5) working days.
5.7. Payment for the Services rendered by the Contractor may be made by transferring funds to the accounts of the Contractor specified herein (and/or additionally provided to the Customer.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. The Parties agreed that with respect to all objects of intellectual property, created under this Agreement (the results of the Services under this Agreement) with either the sole participation of the Contractor or the joint participation of the Contractor, the Customer and/or third parties:
6.1.1. the personal non-property rights, shall belong to the creator(s) from the moment of creation of such objects of intellectual property. The Contractor:
i. (i) entitles the Customer with the right to finish, modify, adapt, use partially or otherwise change the created objects of intellectual property without agreement with the Contractor. The Contractor agrees that such changes are not considered to be the violation of its exclusive non-property right to the integrity of objects of intellectual property;
i. (i) The Contractor hereby prohibits the Customer, and the Customer agrees not to designate the Contractor’s name on the objects of intellectual property and their copies while using them, unless otherwise is agreed upon in writing between the Parties with respect to each object of intellectual property, except when such designation is required by law, the relevant government authorities or practical necessity, as determined at the discretion of the Customer.
6.1.2. all and any exclusive property rights to the objects of intellectual property (including copyright) form the moment of creation of such objects shall be transferred to the Customer in full scope. For the avoidance of doubt, the Customer shall receive all exclusive property rights to any objects of intellectual property (including copyright) which will be created in the process of rendering the Services, including but not limited to the following: the right to use such objects by all means; the exclusive right to allow third parties to use such objects and any derivative objects of intellectual property created on their basis; the exclusive right to prevent and/or prohibit the illegal use of the objects of intellectual property by third parties; the right to distribute such objects by means of first sale, otherwise disposal, including property lease or rent by another transferring to the first sale of the copies of such objects; the right to grant access to such objects reproduced in any material form to the public, through the provision of network access, including the Internet, and by other means; the right to change, translate, adapt and otherwise create derivative objects on the basis or using such objects; the right to create collective works by entering or including to such objects or derivative works created on the basis of such objects; the right to copy, produce, distribute, sell, lease, transfer, assign, grant licenses and sublicenses on the mentioned objects; the right to apply for registration and receive the protection documents concerning copyrights, inventions, utility models, industrial designs, trademarks for goods and services and other types of objects of intellectual property worldwide on the basis of the mentioned objects of intellectual property; the right to import and export the mentioned objects of intellectual property; the right to keep in confidence information as to any information associated with such objects of intellectual property; the right to advertise such objects of intellectual property in any form, by any means, via the Internet, on the radio, television, in print and other media, another way; any other intellectual property rights which may be provided by the effective Portuguese legislation, depending on the circumstances.
6.2. On demand of the Customer, the Contractor shall sign any documents (agreements, certificates etc.) aimed at the protection of the Customer’s right concerning certain intellectual property rights.
6.3. The Customer shall have the right without additional consent of the Contractor to sell or assign its rights acquired under this Agreement to third parties in whole or in part.
6.4. The Contractor shall notify the Customer in writing of any objects of intellectual property (including inventions, scientific discoveries, utility models, industrial designs, innovations) that were created by the Contractor (or with the participation of the Contractor) in the past and will be used by the Contractor in rendering the Services and/or incorporated into the results of the Services, other results of the Services which will be rendered to the Customer (hereinafter together “Prior Inventions”). The Contractor hereby transfers to the Customer non-exclusive, life license that will be valid in all countries and with the right to transfer to third parties, for using the Prior Inventions by the Customer. The Parties agree that the Contractor has received and adequate material compensation for the grant of the specified license which had been included in the cost of the Contractor’s Services under this Agreement. For the avoidance of doubt, the Customer shall have the right to use the Prior Inventions by all means, in particular, the specified in p. 6.1 hereof.
6.5. The Contractor shall assist the Customer (persons defined by the Customer) in all actions aimed at the protection of the intellectual property rights both to the objects that has been created as a result of rendering the Services and to the Prior Inventions. For this purpose, if necessary, the Contractor shall provide all the necessary information, sign and submit all the documents, in particular, those necessary for registration and receipt by the Customer (persons defined by the Customer) of the protection documents concerning the specified objects and rights of intellectual property etc.
6.6. Payment by the Customer for the Services which are the subject of this Agreement, according to the terms of section 5 hereof, includes the payment (remuneration) for the transfer by the Contractor to the Customer of the property rights to the objects of intellectual property (copyrights).
7. Confidentiality
7.1. In the process of rendering the Services, the Contractor will have access to the confidential information and/or commercial secret (together “Confidential Information”) of the Customer and/or its affiliated companies. The Contractor acknowledges that the Customer operates at the highly competitive information technology market where information is one of the most valuable assets. Therefore, illegal disclosure of the Confidential Information may result in the adverse consequences for the Customer, especially infliction of losses. The Contractor realizes that in case of illegal disclosure of Confidential Information, he may be prosecuted.
7.2. For the avoidance of doubt, the Confidential Information shall remain the ownership of the Customer and/or its counterparties. Nothing in this Agreement shall be interpreted as the transfer by the Customer of any rights to such Confidential Information.
7.3. The Confidential Information includes also other information which is a commercial secret of the Customer and/or its affiliates in accordance with the applicable legislation as well as the confidential information of third parties which is at the disposal of or owned or used by the Customer and/or its affiliates and has been duly disclosed to the Customer and its affiliates.
7.4. In case of any doubts as to whether the information is the Confidential Information, the Contractor shall request the Customer in writing and shall treat such information as the Confidential Information prior to receipt of the Customer’s clarification.
7.5. The Confidential Information does not include the information or documents which:
7.5.1. are or become publicly known due to the reason other than as a result of disclosure by the Contractor or its representatives;
7.5.2. were in the possession of the Contractor not on the confidentiality basis prior to their transfer to the Contractor by the Customer or its representatives;
7.5.3. are transferred to the Contractor not on the confidentiality basis by the person other than the Customer or its representatives;
7.5.4. cannot be considered as confidential (or cannot be considered as a commercial secret) in accordance with the Portuguese legislation.
7.6. Except when disclosure of Confidential Information by the Contractor is required by law, regulation, court or authorized body, or unless otherwise has been agreed with the Customer in writing, the Contractor:
7.6.1. shall keep in confidence all the Confidential Information and not disclose the Confidential Information to any person;
7.6.2. shall not use the Confidential Information for any purposes other than rendering the Services within the scope of this Agreement.
7.7. For the purposes of this Agreement, disclosure shall include transfer or promotion of transfer of the Confidential Information to at least one third person (in any form, including but not limited to oral, paper, electronic, by e-mailing, etc.), disclosure at public events, publishing the Confidential Information, in particular, in the mass media, by publishing on the Internet, social networks, etc.
7.8. The Contractor shall treat the Confidential Information and protect it as private and confidential, and take reasonable actions, which are sufficient, required or desired for the preservation and protection of confidentiality of all the Confidential Information received by it at any time.
7.9. Should it be necessary to disclose/transfer the Confidential Information at the request of the competent state authorities, the Contractor shall notify the Customer of such circumstance within three (3) days after the disclosure/transfer and submit to the Customer: (i) a copy of the request of such competent state authority; (ii) detailed description of the disclosed Confidential Information.
7.10. In case of transfer of the Confidential Information to third parties (including at the requests of the competent state authorities or upon written consent of the Customer), the Contractor shall notify in writing such third party of the confidential status of the information provided.
7.11. For the purposes of preservation of the Confidential Information, the Contractor confirms that the Customer will have the right to exercise control over the performance of the provisions of this Article, for which purpose the Customer has the right at any time, with or without notification, gain access to the equipment and data carriers of the Contractor in the premises of the Customer, electronic mailboxes and other means of communication that may be provided to the Contractor in order to render the Services for the benefit of the Customer.
7.12. At any time during the provision of the Services by the Contractor for the benefit of the Customer, at the request of the latter, and immediately after the termination of this Agreement, the Contractor shall return to the Customer all devices, records, data, notes, proposals, specifications, equipment, books, plans, diagrams, brochures, support documentation and specifications for products, photographs, computer programs or parts thereof, and any other documentation (contained or stored at any medium, including paper, magnetic, optical or any other) which have been provided to the Contractor in order to render the Services. The Contractor shall not have the right to retain any of the copies of materials or information which are specified in this paragraph and shall destroy all copies of such materials/information media immediately after the termination of this Agreement between the Parties and/or on demand of the Customer.
7.13. The Contractor warrants that, while rendering the Services for the benefit of the Customer, it will not use the information that is confidential (commercial secrets) for third parties.
7.14. In case of termination of this Agreement for any reason the Contractor shall immediately return to the Customer or destroy all Confidential Information (at the Customer’s choice). The obligations of keeping confidentiality and in accordance with the provisions of this article shall remain in force during the term of validity of this Agreement. Termination of this Agreement does not affect any rights or legal remedies which arise out of this Agreement in any Party.
8. Non-competition
8.1. Given the high level of competition at the market where the Customer operates and the peculiarity of the services provided by the Contractor, the Parties acknowledge that if the Contractor provides services to third parties simultaneously with the Customer (or during the period after termination of rendering the Services to the Customer, stipulated by this Agreement), then in case of such provision of services to the third parties, there is a high probability of using by the Contractor the commercial secrets, methods, unique knowledge that are the Confidential Information. Taking into account the specified circumstances, the Parties acknowledge as reasonable and substantiated to impose the following obligations and limitations on the Contractor which are the appropriate means of protecting the Confidential Information:
8.1.1. during one (1) year after expiration (or its early termination) of this Agreement, the Contractor shall not incline other employees, consultants, subcontractors, or clients of the Customer (including those to which the Customer renders services indirectly) until termination of the contractual relations with the Customer and/or non-fulfillment of agreements with the Customer. The Contractor acknowledges that such inclination includes the offer to an employee, consultant, subcontractor, or client of the Customer to conclude a contract on more favorable terms with another counterparty.
9. LIABILITY OF THE PARTIES
9.1. The Parties shall bear property responsibility for non-fulfillment or improper fulfillment of the obligations imposed on them in accordance with the current legislation, this Agreement and other documents signed by the Parties.
9.2. In case of failure to fulfill or improper fulfillment by one of the Parties of the obligations under this Agreement, the guilty Party shall reimburse the other Party all losses in accordance with the current legislation. Reimbursement of losses does not release the Parties from fulfillment of the obligations under this Agreement and/or elimination of breaches.
9.3. In case of termination of this Agreement upon the Customer’s initiative according to p. 12.4 hereof prior to its expiration date (if this termination was not caused by the Contractor’s violation of its obligations concerning the protection of the Customer’s intellectual property rights (Article 6 hereof), keeping confidentiality (Article 7 hereof) or the obligations concerning non-competition (Article 8 hereof)), the Customer shall pay to the Contractor for the actually rendered part of the Services.
9.4. All disputes connected with this Agreement, its execution and the ones arising in the process of performance of the terms of this Agreement shall be resolved by means of negotiations between the representatives of the Parties. In case it is impossible to resolve the corresponding dispute through negotiations, it will be resolved according to the judicial procedure stipulated by the current legislation of Portugal.
10. NOTIFICATION AND CORRESPONDENCE
10.1. All notifications relating to related to the implementation of this Agreement shall be made in writing and sent via fax, e-mail, delivered in person or by post to the details provided below.
10.2. To the Customer:
E-mail:
_______________
10.3. To the Contractor:
E-mail:
_______________
10.4. The Parties shall inform each other of the change in the information specified above.
11. Force-Majeure and exemption from liability
11.1. The Party shall be exempt from liability under this Agreement and/or the current legislation of Portugal for full or partial violation of the terms of this Agreement if it proves that such violation was due to the effect of the force-majeure events specified herein, provided that their occurrence was confirmed according to the procedure stipulated by this Agreement.
11.2. The occurrence of force majeure events shall be confirmed by the Party claiming them by means that are generally accepted for the certification of occurrence of the respective circumstances.
11.3. In case of occurrence any force majeure events with the Contractor (including but not limited to: disease, etc.) that prevent the Contractor from fulfillment of the obligations under this Agreement, the Contractor shall inform the Customer of such circumstances immediately, given the capability of technical means of instant communication and the nature of mentioned circumstances.
11.4. If the force majeure events and/or their consequences temporarily militate against performance of the terms of this Agreement, then its performance shall be suspended for the period during which the performance is impossible, but not more than thirty five (35) calendar days during the term of validity of this Agreement.
11.5. If the impossibility of performance of this Agreement specified in section 6 hereof continues in its totality during sixty (60) calendar days during the term of validity of this Agreement and cannot be discontinued, this Agreement may be terminated in compliance with the provision specified in Clause 12.4.2 hereof.
11.6. Subject to their arrangement, the Parties may to derogate from the provisions of this section hereof and to stipulate in an additional agreement hereto their next steps concerning to the changes of the terms of this Agreement in case of force majeure events.
12. TERMINATION OF AGREEMENT
12.1. The Agreement comes into effect as of the date of its signing and is valid until _____, subject to Clause 12.2 hereof.
12.2. The terms of particular obligations under this Agreement shall be:
12.2.1. obligations as to keeping confidentiality set in Article 7 hereof — for indefinite period;
12.2.2. obligations set in Article 8 hereof shall be valid during the term the Agreement and during one (1) year after the expiration (or termination for any reasons) of the Agreement.
12.3. No later than thirty (30) calendar days prior to the expiration of validity of the Agreement, either Party may suggest to other Party concluding an agreement for a new term on the conditions of this Agreement or any other conditions, as well as either Party may notify the other one of the refusal to conclude an agreement for a new term. The suggestion and notification indicated in the first part of this paragraph shall be made in writing. If neither Party has not notified the other Party of the refusal to conclude an agreement for a new term within the period stipulated by this paragraph, or have not suggested to the other Party concluding the Agreement on other conditions, this Agreement shall be deemed to be extended on the same conditions for each subsequent calendar year.
12.4. This Agreement shall terminate:
12.4.1. upon the either Party’s initiative, subject to the notification of the other Party no less than thirty (30) calendar days prior to the date of termination of this Agreement;
12.4.2. upon the Customer’s initiative, subject to the notification of the Contractor no less than thirty (30) calendar days — in the event of the Contractor’s violation of its obligations concerning the protection of the Customer’s intellectual property rights (Article 6), keeping confidentiality (Article 7) and/or non-competition (Article 8);
12.4.3. Subject to the Parties' arrangement, by way of signing by Parties the Agreement on termination of the Service Agreement.
12.5. In case of termination of this Agreement or its expiration, the Contractor shall within the period not more than thirty (30) days from the date of such termination/expiration shall return to the Customer all information that had been provided to the Contractor for rendering the Services, as well as all documentation that the Contractor has and which concerns the Customer and the Services rendered to him under this Agreement, whereof (if necessary) the Parties shall sign the appropriate Certificate.
12.6. The disputes that may arise out of performance of this Agreement shall be resolved in court pursuant to the current procedural legislation of Portugal.
13. FINAL PROVISIONS
13.1. After execution of this Agreement all previous negotiations in relation to it, correspondence, preliminary agreements and protocols of intentions on the issues anyhow related hereto shall become void.
13.2. All further amendments and additions to this Agreement come into legal effect and are an integral part hereof provided that they are drawn in writing and signed by the authorized representatives of the both Parties.
13.3. The parties have agreed that they had reached the consent as to all essential terms of this Agreement.
13.4. All legal relations arising in connection with fulfillment of the terms of this Agreement and not regulated by them are governed by the current legislation of Portugal.
13.5. The Parties confirm that as of the date of this Agreement, in no way, neither by law or other regulatory act, nor court decision, nor otherwise, either of them is limited in the right to conclude and perform this Agreement.
13.6. The necessity of compliance with the procedures and rules provided by the current legislation shall not be considered by the Parties as limitation of rights subject to the proper execution of them.
13.7. If upon the conclusion of this Agreement it turns out that either Party had not the right to conclude this Agreement and its validity must be terminated, the guilty Party shall reimburse to the other Party all documentary confirmed expenses which it had suffered in connection with the conclusion of this Agreement, as well as the caused losses.
13.8. This Agreement is executed in two copies, in Portugese and English languages each, both copies being legally equal, one for each Party. In case of any discrepancy or contradiction between the Portugese and English texts of the Agreement, the English text of the Agreement shall prevail in all respects.
14. BANKING DETAILS OF THE PARTIES
