AGENCY AGREEMENT

This Agency Agreement is made and entered into this __.___.2013 by and between:
the Company: __________________________________
Representative
:
Position:
:
Phone:
:
Fax
:
Tax Code:
:
Address
:
Account number :
Bank name
:
SWIFT Code
:
hereinafter referred to as Company
and
the Agent: ___________________________________
Phone:
:
Fax
:
Passport:
:
Issued by:
:
Address
:
Account number :
Bank name
:
SWIFT Code
:
hereinafter referred to as Agent
WHEREAS, Company is in the business of providing services in the IT and financial
spheres, including, but not limited to: (1) processing and providing internet based payment
services; (2) ATM/POS/payment terminals installation and maintenance; (3) payment
transactions clearing and settlement; (4) developing and launching software for
ATM/POS/payment terminals;
WHEREAS, Agent is an individual wishing to market and promote certain Company
products at the territory of the Philippines;
WHEREAS, Company wishes to appoint Agent as its agent to market and promote its
products and services;
NOW, THEREFORE, the Parties hereby agree as follows:
1.
Definitions. In this Agreement, the following terms shall have the following
respective meanings:
(a)
Affiliate means a person or legal entity, which, directly or indirectly, owns or controls,
is owned or is controlled by or is under common ownership or control with, another person or
legal entity.
(b)
Agreement means this Agency Agreement including Exhibits, supplementary
agreements, amendments and other additional documents hereto.

(c)
Confidential Information means any information, communication or data, including
written, graphic or electronic forms, models or samples, which a disclosing Party identifies as
confidential or which is of such a nature that the receiving Party should reasonably understand
that the disclosing Party desires to protect such information, communication or data against
unrestricted disclosure or use, including without limitation, business information, financial
data and marketing data, and other information concerning finances, products, services,
customers and suppliers.
(d)
Customer means an individual or legal entity acquiring any single or several of the
Products using the Payment Terminals.
(e)

Effective Date means the date first written above.

(f)
Net Product Sales means payments actually received by the Company on Products
sales procured by the Agent from Customers in the Territory during the Term and subsequently
accepted by the Company, after deduction of (i) any tax such as value added or similar tax
(where applicable) and/or (ii) payments made to the Companys franchisee (s) (if any).
(g)
Payment Terminal means a self-service payment collection machine owned by the
Company or its Affiliate, designed for accepting cash and/or credit card payments for the
Products and/or for placing advertisments.
(h)
Products means the products and services (sold and/or produced by the Company
itself or by any other Provider) offered to the Customers via the Payment Terminals.
(i)
Provider shall mean a provider of mobile communication services and / or education
services, online entertainment, value-added services based on telecommunications, internet;
water and electricity suppliers, and any other company or individual selling or willing to sell
their Products via Payment Terminals.
(j)
Term means the period commencing on the Effective Date and terminating as set
forth in Article 10 hereof.
(k)

Territory means the territory of the Philippines.

(l)
Trademarks means all trademarks, service marks, logos, brand names, trade names,
domain names and/or slogans used by Company in connection with the Products from time to
time (whether registered or unregistered).
2.

Grant of Right

(a)
Appointment. Subject to the terms and conditions of this Agreement, Company hereby
appoints the Agent as its exclusive Agent to commit following actions on behalf of the
Company: (i) search of locations for installing the Payment Terminals subject to the
restrictions specified herein; (ii) search of Providers willing to cooperate with the Company;
(iii) holding negotiations with the relevant authorities (at the nation, local, municipal and any
other level) for the purposes of receiving necessary licenses, approvals, permits required for
the work of the Company; (iv) other actions aimed for marketing and promoting the Products
and attracting the Customers within the Territory. Agent hereby accepts such appointment and
agrees not to use a third party to perform its obligations pursuant to this Agreement without
the prior written consent of Company. It is expressly agreed that the Agent only has an
authority to enter into agreements or make any commitments on the Companys behalf with
respect to the actions specified in this Article 2 (a) of the Agreement.

(b)
Restrictions on Agents Activities. Agent shall not: i) engage in any promotional
activities relating to the Products directed primarily to Customers outside the Territory, or ii)
act or express, directly or indirectly that he acts on his own.
(c)
Reservation of Rights by Company. Company reserves the right to take the following
actions at any time without liability: (i) to add Products available for sale at the Payment
Terminals, (ii) to modify the design of or upgrade the Payment Terminals and/or its software
or any part of the above mentioned.
(d)
Covenants. The Agent shall be obliged to reach the covenants relating to the Products
sales and location search for the Payment Terminals. Such covenants shall be specified in the
Appendix 01 to this Agreement.
3.

Trademarks

(a)
Ownership. The Agent acknowledges Companys exclusive ownership of the
Trademarks and acquires no right, title or interest in or to the Trademarks hereunder. Any and
all goodwill associated with the Trademarks will inure exclusively to the benefit of Company.
During the Term, the Agent and/or his Affiliates shall not attempt to register any of the
Trademarks or any trademarks, service marks, logos, brand names, trade names, domain
names and/or slogans confusingly similar to the Trademarks. The Agent shall execute such
documents and do all such acts and things as may be necessary in Companys reasonable
opinion to establish Companys ownership of any rights in and to the Trademarks, at
Companys expense.
(b)
Grant of Rights. Company hereby grants to the Agent for the Term, and subject to the
terms and conditions herein, a non-exclusive, non-transferable, revocable right to use the
Trademarks within the Territory in accordance with the terms and conditions of this
Agreement and any guidelines issued by Company from time to time as long as it is required
to fulfill the tasks specified in the Clause 2 (a) hereof.
4.
Agents Obligations.
In addition to such other duties and obligations as are set forth in this Agreement, the Agent
shall:
(a)

Diligently market and promote the Products within the Territory;

(b)
Provide advice regarding modification of the Companys promotional materials if so
required;
(c)
Participate in trade shows and exhibitions in the Territory where such participation
will promote the Products and/or Payment Terminals;
(d)

Assist the Company in providing support services to Customers within the Territory;

(e)
Render such assistance as the Company may reasonably request with respect to credit
and collection matters;
(f)

Bear responsibility for meeting the Covenants requirements;

(g)
Prepare and maintain, and submit to the Company on a timely basis, all documentation
and reports reasonably required from time to time to be prepared, maintained or submitted,
including but not limited to, the following: (i) a quarterly marketing plan, (ii) a written
forecast of the number of Products expected to be sold in the following quarter, which forecast
shall be submitted to the Company prior to the beginning of each calendar quarter, and (iii)

any other materials and documents that the Company may reasonable request in connection
with implementation of this Agreement.
All documentation and reports shall comply with any guidelines issued by the Company from
time to time.
5.
Companys Obligations.
In addition to such other duties and obligations as are set forth in this Agreement, the
Company shall:
(a)
Assist the Agent by providing an adequate supply of Product data sheets, price lists,
catalogues and other promotional literature at no charge to the Agent;
(b)
Provide training and field sales support to the Agents sales force at no charge to the
Agent, with the frequency and content of the training to be determined by Company;
(c)
Manufacture Payment Terminals in the amount not less than the amount of locations
set in the Covenants as a goal to be reached by the Agent; and
(d)
Provide technical assistance with respect to the Payment Terminals installation and
maintenance of the Payment Terminals hardware and software;
(e)
Shoulder and Remit on a monthly basis the necessary amount needed to cover the
expenditures of the Agent as those mentioned in Article 16 of this agreement.
6.

Commissions and Expenses

(a)
The Company shall pay to the Agent, as remuneration for its services during the Term,
a commission of 10 (ten) % of the Net Product Sales.
Payment of commission shall be made by the Company to the Agent on or before the 10 th day
of the month following the calendar month of receipt by Company of payment for Products
from its Customers.
(b)
In the event of termination of this Agreement for any reason, the Company shall be
obligated to pay commissions only with respect to purchase orders for Products procured by
the Agent from Customers in the Territory prior to termination of this Agreement and
subsequently accepted by the Company.
Any adjustments which may be required pursuant to Article 6 (d) hereof shall be made
notwithstanding any termination of this Agreement.
(c)
Notwithstanding anything to the contrary set forth above, there shall be deducted from
any commissions due the Agent an amount equal to: (i) commissions previously paid or
credited to the Agent for sales of Products which are thereafter returned by the corresponding
Customer; and (ii) the applicable portion of commissions previously paid or credited to the
Agent for sales of Products as to which any allowance or adjustment is credited to the
Customer(s) for any reason.
(d)
The Agent and the Company will agree on an acceptable quarterly expense level for
the Agent. The Company will pay the agreed upon amount to the Agent in advance, no later
than 3 (three) days before beginning of each calendar month. Any additional expenditures or
extraordinary expenses must be approved in advance by the Company in order to be
reimbursed.
7.
Non-Competition.
During the Term and for a period of one (1) year after the termination of the Agreement by the
Agent or termination by the Company pursuant to Article 10 (c) hereof, the Agent shall not,

directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or
with, any products or services within the Territory that will then be in competition with the
Products.
8.

Confidentiality

(a)
Use of Confidential Information. All Confidential Information shall remain the sole
property of the disclosing Party and its confidentiality shall be maintained and protected by the
receiving Party with the same degree of care as the receiving Party uses for its own
confidential and proprietary information, but in no event, less than a reasonable degree of care.
The receiving Party shall not use the Confidential Information of the other Party except as
necessary to fulfill its obligations under this Agreement, nor shall it disclose such Confidential
Information to any third Party without the prior written consent of the disclosing Party. The
restrictions on the use or disclosure of any Confidential Information shall not apply to any
Confidential Information (i) after it has become generally available to the public without
breach of this Agreement by the receiving Party; (ii) is rightfully in the receiving Party's
possession prior to disclosure; (iii) is independently developed by the receiving Party without
reliance on the Confidential Information; (iv) is rightfully received by the receiving Party from
a third Party without a duty of confidentiality; or (v) is disclosed under jurisdictional
requirement.
(b)
Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance,
in writing, by the disclosing Party or except as expressly permitted by this Agreement, the
receiving Party will not, except as required by law or court order, use Confidential Information
of the disclosing Party or disclose it to any third party for the Term and for a period of 3
(three) years thereafter.
The receiving Party may disclose Confidential Information of the disclosing Party only to
those of its Affiliates (including employees) or contractors who need to know such
information. In addition, prior to any disclosure of such Confidential Information to any such
Affiliate or contractor, such Affiliate or contractor shall be made aware of the confidential
nature of the Confidential Information and shall execute, or shall already be bound by, a nondisclosure agreement containing terms and conditions consistent with the terms and conditions
of this Agreement.
In any event, the receiving Party shall be responsible for any breach of the terms and
conditions of this Agreement by any of its Affiliates or contractors.
The receiving Party shall use the same degree of care to avoid disclosure of the disclosing
Partys Confidential Information as the receiving Party employs with respect to its own
Confidential Information of like importance, but not less than a reasonable degree of care.
(c)
Return of Confidential Information. Upon the termination or expiration of this
Agreement for any reason, or upon the disclosing Partys earlier request, the receiving Party
will deliver to the disclosing Party all of the disclosing Partys property or Confidential
Information in tangible form that the receiving Party may have in its possession or control.
9.
Infringement of Intellectual Property Rights.
The Agent agrees that if it is notified or otherwise obtains knowledge of any actual or alleged
infringement of the Trademarks or any other intellectual property rights of Company by a third
party in the Territory, the Agent will promptly notify the Company. No legal proceedings shall
be instituted by the Agent against any third party in respect of any such actual or alleged
infringement without the prior written consent of Company. Agent shall cooperate fully with
Company in any legal proceedings instituted by Company, at Companys expense.

10.

Term and Termination

(a)
Term. This Agreement shall commence on the Effective Date and shall, unless earlier
terminated pursuant to Article 10 (b) or 10 (c) hereof, continue for a term of 2 (two) years
following the Effective Date (the Initial Term).
Upon expiration of the Initial Term and each Renewal Term thereafter, this Agreement will be
automatically renewed for an additional one (1) year term (the Renewal Term) unless
terminated by either Party upon 90 (ninety) calendar days written notice to the other Party
prior to the expiration of the Initial Term or any Renewal Term.
(b)
Termination for Material Breach. This Agreement may be terminated by either Party
by giving 10 (ten) calendar days written notice of such termination to the other Party in the
event of a breach by the other Party that has material adverse effect on implementation of this
Agreement, on the Company business, or other negative consequences. Material adverse effect
includes, without limitation, (i) any breach that a Party has failed to cure within 60 calendar
days after receipt of written notice by the other Party, (ii) Agents failure to meet the covenants
for a six month period, (iii) any activity or assistance by Agent of challenging the validity or
ownership of the Trademarks or any other intellectual property rights of Company, (iv) an act
of gross negligence or willful misconduct of a Party, or (v) the insolvency, liquidation or
bankruptcy of a Party.
(c)
Effect of Termination. Upon termination of this Agreement, the Agent shall cease all
marketing and promotion of, and the solicitation of purchase orders for, the Products and
promptly return to the Company all demonstration units, promotional literature and other
similar materials or effects which the Company may have furnished to the Agent in connection
with its activities hereunder. Upon any termination of this Agreement, the Company shall not
be liable to the Agent for loss of future commissions, goodwill, investments, advertising or
promotional costs or like expenses.
11.
Force Majeure.
Either Party shall be excused from any delay or failure in performance required hereunder if
caused by reason of any occurrence or contingency beyond its reasonable control, including,
but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious
labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended on a day-to-day basis for
the time period equal to the period of such excusable interruption. When such events have
abated, the Parties respective obligations hereunder shall resume.
In the event the interruption of the excused Partys obligations continues for a period in excess
of 60 (sixty) calendar days, either Party shall have the right to terminate this Agreement upon
10 (ten) calendar days prior written notice to the other Party.
12.
Limitation of Liability.
Except for violations of Article 3, 7 or 8, neither Party shall be liable to the other Party for any
special, incidental, consequential, indirect or punitive damages (including loss of (anticipated)
profits) arising in any way out of this Agreement, however caused and on any theory of
liability.
13.
Non-Publicity.
Each of Company and Agent agree not to disclose the existence or contents of this Agreement
to any third party without the prior written consent of the other Party except: (i) to its advisors,
attorneys or auditors who have a need to know such information, (ii) as required by law or
court order, (iii) as required in connection with the reorganization of a Party, or its merger into
any other corporation, or the sale by a Party of all or substantially all of its properties or assets,
or (iv) as may be required in connection with the enforcement of this Agreement.

14.
Assignment.
Neither Party may without written approval of the other assign this Agreement or transfer its
interest or any part thereof under this Agreement to any third party except that a Party may
assign its rights or obligations to a third party in connection with the merger, reorganization or
acquisition of stock or assets affecting all or substantially all of the properties or assets of the
assigning Party.
15.
Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the
Philippines, without giving effect to any choice of law or conflict of law provisions. If there
are any disputes arising out of or in connection with this Agreement which cannot be settled
amicably between the Parties, each Party hereby consents to submit to the exclusive arbitration
of International Commercial Arbitration Court by the Russian Chamber of Industry and
Commerce. The place of arbitration shall be Moscow.
16.

Other Terms of Engagement

It is hereby understood that all expenses relating to the management and operations of the
assigned tasks and duties mentioned in Article 2 and 4 of this agreement shall be shouldered
by the Company, including but not limited to the monthly rental of office space, rental of
space for the payment terminal, salaries and benefits of employees, government taxes, and all
other expenditures directly and incidental to those above mentioned, payment of which shall
be done every 15th and 30th day of the month.
The Company hereby authorizes the agent to hire, engage and select employees for and on
behalf of the Company, such employees shall be considered as employees of the Company,
however the Company shall delegate the management of such employees to the Agent.
17.
General.
This Agreement constitutes the entire agreement of the Parties on the subject hereof and
supersedes all prior understandings and instruments on such subject. In the event of any
discrepancy between the provisions of the Agency Agreement and the provisions of the
Exhibits, the terms and conditions of the Agency Agreement shall prevail. This Agreement
may not be modified other than by a written instrument executed by duly authorized
representatives of the Parties.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly
executed this Agreement by their authorized representatives as of the date first written above.
Signed for and on behalf of

Signed for and on behalf of

By:
Name:
Title:

By:
Name:
Title:

Appendix 01
To the Agency Agreement dated __.__.2013
COVENANTS
Subject to the provisions of the Agreement (including the Articles 2 (d), 4 (f) and 5 (c), the
Agent shall be obliged to meet the following covenants on the conditions specified in this
Appendix and in the Agreement within 6 months from the Effective Date.
1. Arrange signing contracts with the Providers listed below. Contracts for accepting payments
for the Providers listed herein may be signed via some integrators initially, however, on the
expiration of the 6 month period following the Effective Date the Company should have not
less than 60 % of Providers cooperating directly.

2. Arrange signing contract (s) for installing at least 300 Payment Terminals within the
Territory, provided that:
a) the rental price shall be no more than the equivalent of USD 50-70 per unit per month;
b) prepayment term shall not exceed 6 months;
c) locations shall be approved by the Company;
d) there shall be at least one contract for installing Payment Terminals at chain supermarkets,
or petrol stations, or other chain locations (cafes, restaurants, coffee shops, convenience stores,
etc. spread and well-known within the Territory and united by one brand name).
3. Expenses related to implementation of the Agreement shall be paid as specified in the
Article 6 (d). The expenses demand shall be provided by the Agent to the Company 10 (ten)
days before the start of the month when the expenses are expected with explanation of the
relative costs. The overall expenses demand shall not exceed the equivalent of USD 1500 (one

thousand five hundred US dollars), unless the Agent specifies a sufficient reason for
compensation of higher amount of expenses and the Company shall approve it.
Signed for and on behalf of
the Company

Signed for and on behalf of

By:
Name:
Title:

By:
Name:
Title:

10