Model Contract En

Traducere neautorizata

SERVICES CONTRACT

MODEL 1. Contracting parties

Considering the provisions of Emergency Ordonance no. 34/2006 on the award of

public procurement contracts, public works concession contracts and service concession,

as amended and supplemented, we concluded this agreement to provide services,

Between

THE NATIONAL AUTHORITY FOR TOURISM, with main office in Bucharest, Bd. Dinicu Golescu, nr. 38, sector 1, telephone/fax 0372.114.095, 0372.144.093, VAT registration number/tax number 31129693, account no. RO13TREZ70123870156XXXXX, open at Treasury District 1, legally represented by vicepresedinte Mirela Florena MATICHESCU, based on the Prime Ministers decision no. 135/11.05.2015, as Purchaser,

and

S.C.............................................SRL, addressVAT registration number/tax number, registered at Trade Register.....................................account opened at ................................................................... represented by .......................................................... (name of the leader), legally represented by., acting as Provider.

. 2. Definitions 2.1 In the hereby contract, the following terms shall be interpreted as below: a. Contract the hereby contract and all its annexes; b. Purchaser and Provider the contracting parties, as they are designated in the hereby contract; c. price of the contract price to be paid by the Purchaser to the Provider, on the basis of the contract, for suitable and full accomplishment of all the obligations undertaken through the contract; d. products equipments and machines, any other goods, included in the annex/annexes of the hereby contract, that the Provider undertakes to provide the Purchaser, under this contract, related to the services provided as per this contract; e. services activities that are the object of this contract; f. force majeure Force majeure is any external event, that is unpredictable, absolutely invincible and inevitable g. day calendar day; year - 365 days. 3. Interpretation

3.1 In the hereby contract, excepting a provision stating otherwise, the words in singular form shall include the words in plural forms and vice versa, where it is allowed by the context. 3.2 The term day or days or any other reference to days, represent calendar days, if not specified otherwise. .


Binding clauses

4. Object 4.1. - The Provider undertakes to provide services .................................. (name services) during the period / periods agreed and in accordance with its obligations under this contract. 4.2. - The Purchaser shall pay the agreed price for the fulfillment of the contract of services ................................. (title) 5. Value of the contract and payment methods 5.1 The value of the contract is . including VAT, respectively . Lei without VAT, representing the equivalent of .. EUR without VAT, respectively EURO including VAT in conformity with the Providers offer no../.. 5.2 The price is steady and shall not be changes 5.3 Payment will be made in in conformity with the payments schedule, by bank transfer, payment order within 30 days from the receipt of services, made in accordance with Art. based on invoices issued by the Provider and accepted by the Purchaser and the existence of the minutes of reception that will state the fulfillment of the obligations assumed by the Provider for each stage according to the specifications %.4 The payment will be made in the Providers account no. , opened at.. 6. Duration of contract 6.1 - This Agreement shall enter into force upon signature by both parties after the provider has made proof of the performance guarantee 6.2 - This Agreement shall cease to have effect from the date of fulfillment by both contracting parties of their obligations under the contract. 7. The execution period of the contract 7.1 - The Provider is required to start services subject to this agreement, the commencement date specified in the order issued by the Purchaser/ in........ the Purchaser issues the order to commence the contract . 7.2 - The period of execution of the services covered by this contract by teh Provider is ________ from thedate of entry into force of the contract, but no later than ____________. 8. The contract documents 8.1 - Contract documents are (at least): a) specifications - Annex 1; b) technical proposal and financial proposal - Annex 2; c) the schedule for services - Appendix 3; d) Brand- Manual Appendix 4; e) visual identity manual POR - Appendix 5. 9. The main obligations of the provider 9.1- Provider undertakes to provide services covered by this contract during the period / periods agreed, according to the schedule of performance, and in accordance with its obligations.


9.2- Provider undertakes to provide services at the standards and / or performances presented in the technical proposal, annex to the contract. 9.3 - (1) The Provider undertakes to provide services in accordance with the schedule. (2) If, due to unforeseen external factors not covered by this contract the Purchaser calling for changes to the schedule, provider undertakes to agree new graphics and together with the Purchaser, will implement activities covered by this contract. (3) If circumstances arise throughout the contract, which are not due to the Provider, but they make him unable to meet the deadlines for the provision set out in the schedule, it shall notify the Purchaser of this in good time. Unless the Purchaser accepts the schedule revision, based on the justifications provided by the Provider, ending an addendum to this effect, any delay in fulfilling the contract entitles the purchaser to claim late payment penalties to the Provider, according to art._11 .1 9.4 - (1) The Provider is required to perform the services under the contract with due professionalism and commitment promptness and in accordance with its technical proposal. (2) The Provider undertakes to monitor services, ensure human resources, materials, facilities, equipment and any other similar, either temporary or permanent, and required by contract insofar as the need for them is foreseen in contract or can be reasonably inferred from the contract. 9.5 - The Provider is fully responsible for implementation services in accordance with the schedule. It is also responsible both for the safety of all operations and performance methods used and the qualifications of staff employed throughout the duration of the contract. (Specify annex containing the schedule) 9.6.- The Provider is responsible for implementing and achieving the number of street billboard-type advertising material provided in the technical offer (Annex 2). If the number of street billboard-type advertising established under the technical bid is not reached, the provider has the right to request to republish them. In case this is not possible due to the Provider, the Payment will be diminished by the appearances that have not been achieved. In this regard, the cost of unfulfilled appearances will be calculated based on detailed financial offer Performer - Annex 2 to the contract. 9.7 - The Provider undertakes to indemnify the Purchaser against any: i) complaints and lawsuits in court, resulting from the infringement of intellectual property rights (patents, names, registered trademarks, etc.), related to - or in connection with services rendered, and ii) damages, costs, fees and expenses of any nature, related, except where such infringement results from compliance with the specifications drafted by the Purchaser. 10. Main obligations of the Purchaser 10.1 - The Purchaser undertakes to pay the agreed price in the contract for services. 10.2- The Purchaser undertakes to provide the reception of services, according to article 17. 10.3 - The Purchaser undertakes to pay the price to the Provider in terms of article 5 of this contract. Currency payments will be made through legal provisions. (Specify the time limit for payment of the invoice and, where applicable, the payment schedule) 10.4 - If the Purchaser does not pay the invoices within 30 days of the period provided for in article 5.3, the Provider has the right to suspend services. As soon as the Purchaser honors, the supplier shall resume the service within 48 hours.


10.5. - The Purchaser undertakes to provide any facilities and / or information it has requested in the technical proposal and are deemed necessary to fulfill the contract by the Provider. 11. Penalties for non-fulfillment of obligations guilty. Criminal clause 11.1. In case of total failure to complete contract obligations, the Provider shall pay a sum amounting to 20% of total contract value. Total failure is considered the situation in which the Provider fails to fulfill any of its obligations under the contract. 11.2. In case of failure in the event of partial or improper performance of obligations under the contract, Contractor shall pay a sum amounting to 10% of total contract value. Partial execution is considered the situation in which the Provider does not fulfill one or more of the obligations from the contract. It is considered improper performance situation where the Provider does not fulfill its obligations under quality conditions under the contract or imposed by law. 11.3.In situations laid down in para. 1 and 2 The Purchaser shall not prove the existence or extent of the damage and not have to fulfill any other formality. If the Purchaser proves greater damage than that calculated under par. 1 and 2, the Provider is obliged to indemnify fully and precisely. 11.4. If the Purchaser fails to pay invoices within the period stipulated in the contract, then it is obliged to pay, as penalties, an amount equivalent to 0.1% of the outstanding payment for each day of delay until the effective fulfillment of obligations. The total amount of penalties can not exceed the amount of which is calculated. 11.5. Failure to comply with any obligation under this contract by one party in fault and repeatedly, entitles the injured party to consider the contract terminated by operation of law without court intervention and without having to fulfill any other formalities and entitles the injured party claim payment of damages. 11.6.The Purchaser reserves the right to terminate this contract within 5 days from the occurrence of circumstances that could not be predicted and leading to the modification of contractual clauses to the extent that its execution would be contrary to the public interest, with prior notification the Provider, at least five (5) days before the termination becomes effective. 11.7.The Purchaser reserves the right to terminate this contract by written notification to the Provider, without any compensation, if the latter enters the state of cessation of payments, insolvency or bankruptcy, provided that this annulment not to prejudice or impair the right to lawsuit or indemnity for Provider. In this case, the Provider has the right to claim payment only for the part of the contract fulfilled until the unilateral termination of the contract

Specific clauses 12. Performance Security Contract 12.1 (1) .- The Provider has the obligation to submit the contract performance guarantee within 7days from signing the agreement by both parties, by ------------------ . (2)The contract performance guarantee is __________, representing a rate of ___% of the contract value without VAT. (Specifying the establishment, amount and period of the performance guarantee) 12.2 - In case the Provider does not constitute performance guarantee terms and conditions stipulated in art. 12.1 The contract is canceled by operation of law.


12.3 The Purchaser undertakes to discharge the participation guarantee and, where appropriate, to issue the order of contract commencement only after the Provider has made proof of the performance guarantee. 12.4 - The Purchaser is entitled to make claims on the performance bond, the created prejudice, if the Provider does not execute, executes with delay or executes inadequately the obligations undertaken under this contract. Prior to issuing a claim on the guarantee of good execution, the Purchaser is obliged to notify the Provider, while stating that the obligations have not been respected. 12.5 - The Purchaser undertakes to return the performance bond within ... .. from meeting their obligations. (Specifying the refund and term) 13. Intellectual property rights

13.1. The Purchaser shall entitle the Provider to use the word mark "Romania - Explore the

Carphatian garden" and logos Romania's tourism brand, to reproduce the promotional

material stated in the specifications ...... ..and only for the quantities contained therein .

13.2 Provider has the right to use the word mark "Romania - Explore the Carphatian

garden" and logos Romania's tourism brand exclusive marketing materials subject to the

contract.

13.3. Purchaser will provide the Provider electronically CD / DVD, logo and slogan to

reproduce their promotional materials.

13.4. The Provider undertakes not to give others free of charge or for consideration for

distribution, reproduction, or any other title, trademarks and logos are the subject of this

contract without the prior consent of the Purchaser.

13.5. Provider undertakes not to make any modification, enhancement, transformation

trademarks and logos made available by the Purchaser.

13.6. The Provider shall not prejudice through the use of marks and logos, honor or

reputation of the Purchaser.

13.7. Any failure by Provider of art. 13 gives the Purchaser the right to consider the contract

terminated by operation of law, without having to fulfill any other formalities and without any

other judicial or extrajudicial and claim payment of damages.

13. Intellectual property clauses

13.8. The patrimony rights of Provider materials made in accordance with the contract and

accepted by the Purchaser to be exploited, but not limited to territory shall be deemed

irrevocably transferred to the Purchaser at the date of the payment obligation of service

corresponding to these rights.

13.9. The Provider assings to the Purchaser the materials in their entirety subject to the

contract, including rights of use or exploitation by any means or process existing at the

effective date of the contract or invented or disclosed to the public at such later date as with

the legislation in force.

13.10. Any other results or rights, including intellectual property rights acquired under the

contract for services will be the exclusive property of the purchaser, which may use,

publish, assign or transfer as it deems appropriate, without being limited to a teritory.


13.11. The Provider will not publish articles relating to the services covered by this

agreement and shall not refer to these services during the execution of other services to

third parties and will not divulge any information supplied by the Purchaser, without its prior

written consent.

13.12 Any results or rights therein, including copyright and / or any other intellectual

property rights and / or industrial achievements in the implementation or following the

execution of this contract, unless such rights are pre-existing contract, will be property of

the Purchaser, which may use, publish or transfer them as it deems necessary, without any

geographical or other limitations.

13.13. The Provider will not directly or indirectly benefit of a royalty, gratuity or commission

in respect of any article or process, under the protection of copyright and / or any other

intellectual property right and / or industrial use in or purposes of this contract.

14. Special Provisions

Given Romania's status as EU member state, according to the Treaty of Accession of

Romania to the European Union, ratified by Law no. 157/2005 and taking into account that

the contract is part of the "Making the national tourism brand to create a positive image of

Romania as a tourist destination", financed by the Regional Operational Programme 2007 -

2013, Area of Intervention 5.3 "Promoting tourism potential and creating the necessary

infrastructure in order to increase Romania's attractiveness as a tourist destination "priority

axis" Sustainable development and tourism promotion. "

14.1 In accordance with Regulation (EC) no. 1083/2006 of 11 July 2006 laying down

general provisions on the European Regional Development Fund, European Social Fund

and the Cohesion Fund and repealing Regulation (EC) no. 1260/1999; Regulation (EC) no.

1828/2006 of 8 December 2006 laying down detailed rules for implementing Regulation

(EC) no. No 1083/2006 laying down general provisions on the European Regional

Development Fund, European Social Fund and the Cohesion Fund and Regulation (EC) no.

1080/2006 of the European Parliament and of the Council concerning the European

Regional Development Fund and Regulation (EC) no. 846/2009 of the Commission of 1

September 2009 amending Regulation (EC) no. 1828/2006 laying down detailed rules for

implementing Regulation (EC) no. No 1083/2006 laying down general provisions on the

European Regional Development Fund, European Social Fund and the Cohesion Fund and

Regulation (EC) no. 1080/2006 of the European Parliament and of the Council concerning

the European Regional Development Fund, the Provider will use and reproduced on

promotional material elements set out in the Manual of ROP visual identity, which will be

provided by the Beneficiary and shall constitute Annex to this contract.

14.2. In case of any failure by Provider of art. 14.1 the Purchaser entitles claim payment of

damages, which will be deducted from the contract price in proportion to the services

rendered.

15. Retention and record keeping

15.1 The Provider is obliged to establish and retain, for a period of 5 years from the

completion of the contract, records complete documentation, accurate, adequate and


systematic about the services provided in a form and at a level of detail sufficient to

establish precision that the actual expenditures of the Provider, the amount provided in the

budget for incidental expenses broken the contract and for the verification of expenses

were incurred in the performance of services covered by this agreement and in accordance

with its provisions.

15.2 All documentary evidence of the activities of the Provider under the contract, to be

kept by the Provider as required by law.

15.3 The Provider is required to allow persons authorized by the Purchaser and the

European Commission, the European Court of Auditors and / or persons / entities

designated by them, to check and to audit documents, including copies thereof to acquire,

at any time both during the execution of the contract and thereafter as required by law.

15.4 If the Provider does not comply with the obligation to achieve and maintain these

documents, the Purchaser is entitled to request termination of the contract and full recovery

of amounts paid provider.

16. Reports

16.1 The Provider is required to develop and submit to the Purchaser, the terms indicated:

progress reports certified by an authorized third party (set according to the schedule) and a

final report at the end of the contract certified by a third authorized party.

16.2 On the basis of service delivery and their acceptance by the Purchaser (essential

condition under Article 5), approval of the final report by the Purchaser, payment shall be

made by the Provider.

17. Reception and checking

17.1 The Purchaser will check the performance of their services to establish compliance

with the requirements of the tender specifications and Provider's offer.

17.2 The checks will be carried out in accordance with the provisions of this contract.

17.3 Reception of services is carried out once the handover reports mentioned in Article 16

on services covered by the contract, based on the minutes of the reception, which will

record the fulfillment of all obligations under the contract provider, and specifications tasks,

signed by authorized representatives of the parties.

17.4. Reception operations involve:

a. identification services;

b. finding discrepancies between the technical proposal and this contract specifications;

c. verification of compliance with the conditions of performance as specified in the

specification;

d. finding any deficiencies against the contract.

17.5. The operations specified in art.17.4. subject to receiving a report prepared on site by

the Purchaser, and signed both by him and by Provider. If the Provider refuses to sign the

minutes, mention that fact. In this case, the Purchaser shall send the Provider within 5 days

from the date of making a copy of the minutes.

17.6. The Provider is required to address the matter, in referring those inconsistencies by

the Purchaser representatives, otherwise the Purchaser shall be entitled to claim damages,


which will be deducted from the contract price in proportion to the services rendered.

17.7. If the Purchaser fails to accept in whole or in part, rightly, the results of the Provider in

the execution of this contract, the Purchaser reserves the right to refuse payment for those

said activities.

18. Start, completion, delays, cessation 18.1 - If the Provider is delayed and / or incur additional costs due exclusively to the Purchaser, the Parties will agree: a) extend the period of service; and b) total expenditure, where appropriate, which will be added to the contract price. 18.2 - (1) The services provided under the contract or, if applicable, any phase planned to be completed within a period specified in the schedule, to be completed within the deadline agreed between the parties that term is calculated from the starting date of the service delivery. (2) Where: a) any reasons for delay, not to the provider, or b) other unusual circumstances likely to occur, other than a breach of contract by the Provider, entitle the Provider to request extension of the period of performance or any stage thereof, the parties will review the agreement, the period of performance and will sign an addendum. 18.3 - throughout the contract if the Provider does not comply with the schedule, it shall notify of this the Purchaser this in a timely manner. Changing the date / periods of supply undertaken in the schedule is made by consent, by amendment. 18.4 - Unless the Purchaser agrees to an extension of the period of execution, any delay in fulfilling the contract entitles the Purchaser to claim penalties to the Provider. 19. Suspension of the contract 19.1 The Purchaser is entitled to suspend execution of the contract, in whole or in part, at any time and for any manner deemed necessary, notifying the Provider in this respect at least 7 days before. If the period of suspension of execution of the contract exceeds 10 days and the suspension is imposed by the failure or improper performance by the Provider, the Provider has the right to require the Purchaser recomencement of the execution within maximum 20 days. If the Purchaser does not accept this, Provider has the right to consider the contract as terminated. 20. Subcontractors 20.1 - The Provider is obliged, if it subcontracts part of the contract, to conclude contracts with subcontractors appointed under the same conditions in which it signed the contract with the Purchaser. 20.2 - (1) The Provider has the obligation to present the conclusion of the contract all contracts with subcontractors appointed. (2) The list of subcontractors, with their identification data and contracts with them are annexes to the contract. 18.3 - (1) The Provider is fully liable to the purchaser of how fulfills the contract. (2) The subcontractor is fully liable to the Provider for the manner in which it fulfills its part of the contract. (3) The Provider has the right to claim damages subcontractors if they do not fulfill their part of the contract.


20.4 - The Provider may change any subcontractor only if it fails to fulfill its part of the contract. Changing the subcontractor does not alter the contract price and will be notified to the Purchaser. 21. Assignment

21.1 - The Provider is allowed only assignment of claims arising from this contract, the

obligations arising remaining task of the Contracting Parties, as were stipulated

and initially assumed.

21.2 - The assignment shall not exonerate the Provider from any responsibility regarding

any obligations under the contract.22.

Termination 22.1. This Agreement shall cease: a) at the date of expiration for which the contract was concluded; b) by the parties' agreement, put in writing before the end of the contractual term; c) termination of culpable failure to perform contractual obligations, as provided in Art. 11.5, 12.2 13.7, 15.4; d) withdrawal under Art. 11.6. and 11.7. 22.2. This Article shall not affect other provisions of the contract relating to penalties, damages - interest and termination. 22.3. Termination before the deadline for which was concluded do not release the parties from fulfilling their obligations resulting from this contract to date. 22.4. In any event entitling the Purchaser to consider the contract terminated, the Provider will consider itself by law to be late. 23. Force majeure 23.1 - Force Majeure is declared by a competent authority. 23.2 - Force majeure exempts the contracting parties from fulfilling the obligations under this contract, as long as it works. 23.3 - fulfillment of the contract will be suspended during the force majeure, without prejudice to the rights due to the parties until its appearance. 23.4 - The contracting party invoking force majeure shall notify the other party, immediately and completely when happening and to take all measures at its disposal to limit the consequences. 23.5 - The contracting party invoking force majeure shall notify the other party when the cause ceases within 15 days of termination. 23.6- If the force majeure or is expected to act for more than 6 months, each party shall be entitled to notify the other party of the termination of this contract, without any of the parties can claim damages from the other. 24. Settlement of disputes 24.1. The Purchaser and the Provider shall endeavor to resolve amicably by direct negotiations any disagreement or dispute that may arise between them under or in connection with the fulfillment of the contract. 26.2. If, after 15 days after commencement of these negotiations, the recipient and the provider are unable to resolve amicably a contractual dispute, each party may request that the dispute to be settled through mediation appealing to a mediator authorized under the laws of Romania. If dispute can not be solved through mediation or it will be solved by the competent courts in Romania.


25. The language of contract 25.1 The language of contract is Romanian. 26. Communications 26.1 - (1) Any communication between parties, referring to the fulfillment of this contract shall be submitted in writing. (2) Any written document must be registered both when sending and when receiving. 26.2 - The communications between parties may be made by telephone, telegram, telex, fax or e-mail provided written confirmation of receipt of the communication. 27. The law applicable to the contract 27.1 - The contract will be interpreted under the laws of Romania. The parties have agreed to conclude today .......................... the present contract in two (2) copies, one for each party. (specify the date when the parties). Purchaser, Provider, ......................... (authorized signature) ...............................(authorized signature)

Model Contract En

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