This Master advertising agreement (“Agreement”) by and between The Western Union Financial Services, a Colorado corporation, with offices at 100 Summit Avenue




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MASTER ADVERTISING

AGREEMENT # 07/0-1/2008
This Master advertising agreement (“Agreement”) by and between The Western Union Financial Services, a Colorado corporation, with offices at 100 Summit Avenue, Montvale, NJ 07645, represented by __________________, acting under the _____________(“Client”) and, Limited Liability Company «Progression» with a principal place of business at: in 01021 Kiev, 28/2 Grushevskogo str., office #431A Andriivskiy uzviz, duly represented by the Director Matyushchenko S.V., acting under the Charter (“Contractor”) is made as of the effective date set forth in the signature block (the “Effective Date”).
WHEREAS, Contractor is in the business of providing advertising and related services;

WHEREAS, Client desires to purchase from time to time advertising and related services from Contractor pursuant to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the promises set forth below, and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Services.

The Contractor, on the tasks of the Client undertakes obligations to provide set of advertising and other services which are connected with advertising and promoting Client’s trading marks on the Ukraine territory, on the volume and on conditions stipulated in this Agreement (hereinafter Services), and Client undertakes obligations to accept Services provided and to pay its value.

The list of services that are possible to be rendered under thic Contract are stated in the Exhibit A.

The Parties stipulate that this Agreement is general and keep the general conditions of collaboration between Contractor and Client. The list, variety of Services, conditions and terms of their providing Parties stipulate and affirm in corresponding Appendixes to the present Contract, which after signing by the authorized representatives of the Parties and pressing of the stamp of the Parties become integral parts of the present Agreement.

For purposes of this Agreement, “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with Client. The amount of Services to be performed by Contractor hereunder, if any, is not guaranteed, and actual Services shall be subject to and in accordance with the applicable Appendix.

2. The order of Services providing: for providing Services the Client gives tasks to the Contractor. After reception of the task, Parties coordinate the order of providing services and sign the corresponding Appendix to this Contract, in which Parties specify variety of Services, the order and terms of their providing. The Parties in the Appendix can also specify other conditions, if they in their opinion, are subject for such establishment. The Client doesn’t have a right to demand from Contractor to provide Services, results of which can be contravention of the advertising legislation of Ukraine and such demands can’t be the basis for refusal of the statement of documents, materials, and also in acceptance of the Act of the services provided by the Contractor.
3. Acceptance

Client’s acceptance of the Services will be based on Client’s reasonable satisfaction with the Services and conformance to the corresponding Appendixes

On the fact of services done by Contractor, the authorized representatives of the Parties sign the bilateral Act of services provided.

Within 3 (three) day after providing Services the Contractor provide to the Client the Act of the services provided for signing.

In a case of absence of any complaints from Client about services provided, the Client is obliged to sign the Act of services provided during 3 (three) working days and also to return one copy of the given Act to the Contractor.

If the Client has the claims about the provided services, the Client within 3 (three) working days, after receiving the Act have to write the motivated refusal of signing the Act. Provided. In case of absence from Client complaints concerning to the services provided by the Executor within 3 working days from the moment of reception of the Act from the Contractor, it is considered that the Client has accepted Contractor’s services and have to pay in accordance with corresponding Appendix.

In case of exiting the claims referred to the provided services, the Parties within 3 (three) working days after receiving by the Contractor the motivated refusal, conclude the protocol with the list of defects in services, the way and terms of their eliminate.
^ 4. Cost of Contractor’s Services and order of payment

The cost of the Contractor’s Services and time of payment are stipulated in the corresponding Appendixes to this Contract.

The form of payments. All the payments are carried out by transferring of the corresponding sums in the non-cash form to the banking account of the Contractor, on the basis of the invoice drowned by Contractor.
5. Invoices. Unless otherwise provided in the Appendix the Contactor will invoice Client on the first day of the month for the Monthly Charge owed by Client to Contractor for such month. Contractor will provide Client with a final invoice on each Order within thirty (30) days after completion of the Order.

6. Payments.

Unless otherwise provided in the Appendix Client will, within forty-five (45) days of invoice receipt, pay Contractor all undisputed portions of the Monthly Charge on each invoice

All the payments will be carried out in USA dollars.

The cost of the Contractor`s Services and time of payment are stipulated in the corresponding Appendixes to this Contract.

The form of payments. The Payments are carried out by transferring of the corresponding sums in the non-cash form to the banking account of the Executor, on the basis of the invoice drowned by Executor.

Taxes and others obligatory outgoings in the country of the Client are to be paid by the Client.

Taxes and others obligatory outgoings in the country of the Contarctor are to be paid by the Contractor.

The Client is obliged to pay commissions on banking services connected with money transfer to the Contractor.
^ 7. Ownership of Property and Materials.

а. Contractor Responsibilities. Contractor represents and warrants that it has or will have, through written agreements with its employees, agents, representatives, and third party providers all releases, licenses, permits or other authorizations to use photographs, copyrighted materials, musical works, visual works, artwork or any other property or rights belonging to third parties obtained by Contractor and used in the Work Product. If Contractor uses any subcontractor, consultant, or other third party to perform any of the Services or assist with any aspect of the Work Product, Contractor agrees to enter into a written agreement with such third party and to take such other steps as are or may be required to secure for Client the rights and licenses called for in this Section 7.

a. ^ Client Responsibilities. Client will be responsible for the sense, accuracy, completeness and propriety of information that relates to its Services and that Client furnishes to Contractor in connection with the performance of this Agreement.

b. Work Product. All work product, deliverables, reports, programs, images, designs, artwork, media, documentation, Creative Material and all other information or output prepared, authored, developed, produced or delivered by Contractor or its employees, agents or representatives, either alone or from or in collaboration with third parties in connection with the performance of Services (the “Work Product”), and all modifications, derivative works, copies or translations thereof, will become and remain Client’s exclusive property, and title thereto will be in Client, whether or not Client uses such Work Product. In the event Client hired and paid Contractor for the provision of Work Product prior to the Effective Date, the parties agree that such Work Product shall be deemed “Work Product” as that term is defined herein, subject to the terms and conditions of this Agreement, including but not limited to, Section 11 below. No rights in the Work Product are reserved by Contractor. Any work performed by Contractor pursuant to this Agreement is being created at the direction of Client and will be deemed “work made for hire” under the United States copyright laws (17 U.S.C., Section 191 et. seq.). In the event that any Work Product is determined by a court of competent jurisdiction not to be a “work made for hire” under the copyright laws and/or other intellectual property laws of the United States (such determination being contrary to the express intention of the parties), then this Agreement will operate as an irrevocable assignment by Contractor to Client, in perpetuity, of all of the copyright and/or intellectual property rights in such Work Product. Client will have the right to use the Work Product, any part or parts thereof, or none of the Work Product, as it sees fit. Client may alter the Work Product, add to it, or combine it with any other work or works, in its sole discretion. Client will have the right to obtain and to hold in its own name copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions or modifications thereof. Contractor agrees, at Client’s expense, to give Client and any person designated by Client any reasonable assistance required to perfect the rights defined in this Section 7. Contractor agrees that it will not seek, and that it will require its employees, agents and representatives (including third party contractors) not to seek patent, copyright, trademark, registered design, or other protection for any rights in and to the Work Product. Contractor agrees that it will do and that it will require its employees, agents and representatives (including third party contractors) to do, at Client’s expense, all things and execute all documents as Client may reasonably require to vest in Client or its nominees any protection for the Work Product that Client deems appropriate.

c. ^ Rights to Contractor IP and Third Party IP. Notwithstanding anything in Section 7(c) above, Work Product will not include Contractor’s pre-existing (i.e., prior to the Effective Date) proprietary information, methodologies for delivery of the Work Product, document templates, project tools, and Contractor-owned software (collectively, “Contractor IP”) used by Contractor to deliver the Services, Additional Services or Work Product. Contractor retains all right, title and interest in and to all of the Contractor IP, and Contractor may use its Contractor IP for any purpose. Work Product also will not include software or other intellectual property rights of a third party for which Contractor has been unable to obtain the exclusive rights described in Section 7(c) and which is used in any Work Product (“Third Party IP”). Contractor hereby grants to Client a nonexclusive, worldwide, perpetual, fully paid, royalty-free, irrevocable license to (a) make, use, sell, offer to sell, execute, reproduce, display, perform, distribute copies of, and prepare derivative works of the Contractor IP and the Third Party IP and any derivative works thereof, and (b) authorize others (including other advertising agencies) to do any or all of the foregoing.

Limitations on Use of Third Party IP. If Contractor wants to use Third Party IP in the Work Product for which it cannot grant to Client the license set forth in Section 7(d), Contractor will (a) disclose to Client in writing any limitations on the use of such Third Party IP, and (b) not use any such Third Party IP without the prior written approval of Client. Client will have the right to prohibit Contractor from using any Third Party IP that may affect Client’s future use of the Work Product.


d. ^ Additional Requirements for Use of Images. Whenever Contractor procures for Client less than full ownership rights to an image, Contractor will complete an attachment in a form substantially similar to Exhibit В (“Image License”) granting the license rights specified therein to Client. Client must approve and sign the Image License in order for any image described therein to be used in the Work Product. If Contractor fails to obtain Client’s signature on a required Image License or uses an image in a manner that exceeds the scope of an Image License, Contractor (a) represents and warrants that it will, at no additional cost or expense to Client, obtain all releases, assignments and transfers necessary to convey to Client full ownership rights in all affected images, and (b) hereby transfers and assigns all right, title and interest to such images.

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