Atm after sales maintainance contract

ATM AFER-SALES MAINTENANCE CONTRACT No. Kyiv

__________ 20 __

PARTY 1: Legal entity in accordance with the law of Ukraine – ____________________________________________________________________________________, hereinafter referred to as –“ the Customer”, represented by ____________________________________________________________________________________, acting on the basis of the Letter of Attorney No. 02___________________________________________, and PARTY 2: Legal entity in accordance with the law of Ukraine – ________________, hereinafter referred to as –“ the Contractor”, represented by _____________________, acting on the basis of __________, hereinafter collectively referred to as “Parties” and individually – “Party”, signed this Master Agreement on Equipment Service, hereinafter referred to as “Agreement” on the following:

DEFINITIONS Unless otherwise is provided hereby the following terms have the meanings set out below: Equipment shall mean VIP equipment and ATMs produced by companies _________________with all elements, parts and units owned by the Customer. Except for standards of the Agreement related to VIP Equipment exclusively.

VIP Equipment shall mean ATMs produced by companies _________________________ with all elements, parts and units owned by the Customer. Number of VIP Equipment during the currency hereof can be decreased or increased; Maintenance Support shall mean Equipment maintenance and diagnostics for its support in good conditions, pursuant to regulations of enterprise manufacturing the Equipment. Maintenance support involves also reinstall of Equipment basic software, hereinafter referred to as “SW” and reconnection of the Equipment to other processing centers; Repair Activity shall mean return to regular running of the Equipment and replacement of out-oforder units of the Equipment at the expense of the Contractor carried out upon the Customer’s Application; Service Line Maintenance (SLM) shall mean performance of Maintenance Support and Repair Activity; Order shall mean the document where the Parties identify essential conditions for SLM and First Line Maintenance, including list of the Customer’s Equipment subject to which such services are provided. An Order shall be drawn up by the Parties in the form of appropriate appendix, its form is defined in the Appendix 1 hereto; SLM Unit shall mean the Equipment unit set out in the Order and subject to SLV within the currency of the Agreement; SLM Fee shall mean the amount of cash means to be paid by the Customer for benefit of the Contractor for Service Level Maintenance. Payment period shall be defined in the appropriate Order.

SLM Fee amount shall be stated forth in the Order considering fixed prices of SLM, stipulated in Price & Service List, set out in Appendix 2 hereto, hereinafter referred to as “Service & Price List”, and includes any costs of the Contractor in SLM; SLM Start Date shall mean the SLM start date indicated in certain Order.

SLM Mode shall mean the time (hours and days) defined hereby for SLM of the Customer’s Equipment; Application shall mean any written notice submitted by the Customer for required SLM, its form is presented in the Appendix 3 hereto, to be send by the Customer to the Contractor by fax (+380 44) _____________or e-mail ______________________; Fault Clearing Time shall mean a period of time from receipt of the Customer’s Application by the Contractor till the Contractor performs repair activity on fault clearing; First Line Maintenance (FLM) shall mean services of the Contractor, intended for support and diagnostic survey aimed at determination of causes of Equipment errors, return to operation condition of the Customer’s Equipment, and actions related to tuning of printers, card readers, lighting lamp of the Сторінка 1 з 22

Equipment, monthly copying of ezine data and video files of the Equipment and communication of such information to respective persons of the Customer; First Line Maintenance Fee shall mean cash means which should be paid by the Customer for benefit of the Contractor for First SLM. Payment period shall be defined in the appropriate Order. FLM Fee amount shall be stated forth in the Order considering fixed prices of FLM and adjusted depending on Equipment Downtime, established in Service & Price List and includes any costs of the Contractor in FLM of relevant number of Equipments; Materials shall mean consumables for thermal printer, paper for matrix printer, cartridges for matrix printers, interior lamps.

Equipment Downtime shall mean a time (in percent relative to 100% of Equipment performance) of inoperativeness of all Equipments due to failure, absence of consumables, in the period from 09:00 till 18:00 from Monday till Friday for a month, excluding weekends and official holidays. Term Equipment Downtime does not include Equipment downtime due to no access to the Equipment, connection (from the moment of sending status message containing the reasons), current electricity, encrypting keys, term to transfer of keys of Equipment safe deposit, and overmature stand due to the fault of the Customer or the Contractor; Services shall mean additional services outside Service Line Maintenance and First Line Maintenance and can be chosen by the Customer for each Equipment type, in particular: - service maintenance of the Equipment in case of its outside use or parameter mismatch of environment specified by manufacturing enterprise; - service maintenance of the Equipment which was physically, mechanically or electrically improved and/or modified; - Equipment access by the Customer to mechanical, electrical or electronic equipment which in accordance with the Manufacturer parameters is inconsistent with the Equipment to be served; - service maintenance of Equipment out-of service due to vandalism, damaged by insects, rodents, penetration of liquid and other substances, foreign objects into the Equipment.

ARTICLE 1.

SUBJECT OF THE AGREEMENT 1.1. The Customer entrusts and the Contractor undertakes to provide services and perform Service Line Maintenance, First Line Maintenance of the Customer’s Equipment and to provide Services, and the Customer shall accept the performed works and rendered services and pay for services subject to conditions stipulated hereby, 1.1.1. List of works and services, Equipment cost and range shall be specified in corresponding Orders.

1.2. Equipment services shall be provided by the Contractor in reliance of technical information received by monitoring system. The Customer shall provide the Contractor with round-the-clock access to monitoring system by connecting to Customer’s WEB server using SSL Internet connection. Log-in and password for such access shall be provided by authorized representatives of the Customer, the relevant Act shall be drawn up.

1.3. The Contractor shall resume the Equipment performance in case of full, free and safe access of the Contractor to the Equipment by the Customer.

ARTICLE 2.

TYPES OF SERVICES AND WORKS ON SERVICE LINE MAINTENANCE, TERMS AND MODE OF THEIR PERFORMANCE 2.1.

Subject to Service Mode starting from SLM Start Date the Contractor shall perform: 2.1.1. Maintenance Support of the Equipment based on the Application received from the Customer. One service test should not exceed 5 (five) hours; 2.1.2. Repair activity, if applicable, - at the initiative of the Contractor or at the initiative of the Customer upon receipt of its Application; 2.1.3. Upgrading software and hardware under the previous agreement of the Parties.

2.2.

The Contractor undertakes to provide services and perform all SLM activities subject to terms and conditions stipulated herein.

On behalf of the Customer __________________________()

Page 2 of 22

On behalf of the Contractor _____________________()

2.3.

Interaction procedure among representatives of the Customer and the Contractor in SLM activities shall be defined by Cooperation Guidelines between Service Department of the Contractor and Service Desk of the Customer, set out in the Appendix 2 hereto.

2.4.

SLM shall be provided from Monday to Friday from 9.00 to 18.00, hereinafter referred to as “Base Mode”, excluding weekends and official holidays, established in accordance with the applicable legislation of Ukraine.

2.4.1. SLM of VIP Equipment shall be provided 6 (six) or 7 (seven) days per week from 9.00 till 18.00, hereinafter referred to as “VIP Base Mode” including weekends and official holidays, established in accordance with the applicable legislation of Ukraine.

2.5.

Maintenance support shall be made in accordance with relevant Application. Meanwhile, number of Equipment maintenance should not exceed 1 (one) time per quarter.

2.6.

Base Mode can be changed by the Parties by sending written notice 30 (thirty) calendar days before the scheduled date of change of Base Mode. In case if within the aforesaid period the initiating Party does not receive a written answer of another Party, the terms set forth in the notice shall be deemed to be agreed.

2.7.

Time of Repair Activity performance should not exceed 2 (two) working days from receipt of information from monitoring system or from receipt of Customer’s Application by the Contractor.

2.8.

On Repair Activity day the Contractor shall draw up a Work Order in 3 (three) copies, its form is presented in the Appendix 4 hereto and submit it for signature of the Customer. Order of Repair Performed should contain performed works and replaced parts.

ARTICLE 3.

TYPES OF SERVICES AND WORKS ON FIRST LINE MAINTENANCE, TERMS AND MODE OF THEIR PERFORMANCE 3.1. First Line Maintenance should include: 3.1.1. monitoring of Equipment performance; 3.1.2. based upon monitoring system data attendance the place of Equipment installation, in case of any problems, excluding Equipment status “Run Out Of Money”, if the Equipment shows “Run Out Of Money” the Contractor shall send status message to the Customer containing ““Run Out Of Money” definition; 3.1.3. change of consumables if necessary; 3.1.4. performance of diagnostic works to detect errors in Equipment operation and solve problems which do not need repair of the Equipment, including noninteraction; 3.1.5. copying of video archive and ezine data at most once a month and transfer of such data to representative of the Customer upon request of the Customer; 3.1.6. installation of software update, advertising images and videos, software functional check not more often than once a month upon request of the Customer. Performance time should not be more than 2 weeks; 3.1.7. notification of the Customer’s representatives if there is a need to effect a collection in case of breakage requiring opening of ATM cash box, to set up connection, enter encrypt keys; 3.1.8. notification of the Customer’s representatives about failure of current at the location of the Equipment; 3.1.9. review and testing of Equipment units situated in service compartment of the Equipment (not in cash box of the Equipment); 3.1.10. complete testing of the Equipment after repair of the Equipment; 3.1.11. analysis of technical ability to install the Equipment at new place.

3.1.12 tuning of money and rejecting cassettes on relative item of Equipment upon Application of the Customer.

3.2. First Line Maintenance of the Customer’s Equipment shall not include: 3.2.1. communication networking; 3.2.2. collection of the Equipment; 3.2.3. enter of encrypt keys; 3.2.4. failure recovery, in case of failure of current at location of the Equipment.

On behalf of the Customer __________________________()

Page 3 of 22

On behalf of the Contractor _____________________()

3.2.5. collection of retained or lost cards from the Equipment.

3.3. If there is a need of access to cash box of the Equipment, collection of the Equipment, connection recovery, enter of encrypt keys and failure of current at location of the Equipment and other in other cases having no reference to SLM or FLM, the Parties shall agree the next procedure of the Customer and the Contractor: 3.3.1. Before provision of FLM the Customer shall provide the Contractor with a List of authorized persons and their contact phones, addresses, e-mails, form of such List is given in the Appendix 6 hereto.

3.3.2. In detection of cases, stipulated by the Clause 3.3. hereof, representative of the Contractor shall inform the Customer and monitoring expert of the Customer about such case by phone, whereupon monitoring expert of the Contractor shall send e-mail as follows: atm_service@ukrsotsbank.com, atm_service3@ukrsotsbank.com, thereby registering each such case. From this moment on the Equipment Downtime will not be registered for the Contractor until the Customer eliminates such cases.

3.3.3. If it is required to provide access to cash box of the Equipment, representative of the Customer shall effect collection and change combination of the Equipment safe into temporary one – “50” and change key from secret into transport one. Thereafter he/she shall inform the monitoring expert of the Contractor about readiness of the Equipment for recovery works by email as follows:.

3.3.4. Upon the Customer performs all required works or actions related to cases set out in the Clause 3.3. hereof, representative of the Customer shall inform the monitoring expert of the Contractor Serhiy Mykolayovych Nevmerzhytskyi about date and time of such works termination by phone numbers: ___________________________and duplicate the information by e-mail as follows: 3.3.5. Representative of the Contractor shall receive ATM safe key from the Customer if ATM safe box can be locked with key only.

3.3.6. If representative of the Customer gave safe key to representative of the Contractor for repair activities, after repair representative of the Contractor shall give safe key back to the representative of teh Customer within 5 (five) business hours from termination of the relevant works. If representative of the Contractor fails to provide safe key to representative of the Customer within 5 (five) business hours from termination of the relevant works due to its own inactivity, the Customer is entitled to add time of this downtime from the moment of the Equipment repair till the time of transfer of keys to the Customer to the general Downtime of the Equipment.

3.4. First Line Maintenance of ProInfo 1000 information kiosks, Equipment of Wincor Nixdorf shall be provided upon Application of the Customer.

3.5. First Line Maintenance of the Equipment shall be provided throughout Ukraine by employees of the Contractor or its authorized representatives in next Service Mode: 3.6.

Performance time of works and services on Equipment FLM: 3.6.1. Response term – (_____) business hours from beginning of works and services performance on Equipment FLM; 3.6.2. Performance time of works and services within a city where representative office (representative) of the Contractor locates – (______) business hours from beginning of works and services performance on Equipment FLM; 3.6.3. Performance time of works and services in cities where there are no representative office (representative) of the Contractor – (_______) business hours from beginning of works and services performance on Equipment FLM. 3.6.4. Beginning of works and services performance on Equipment FLM shall be deemed the time of receipt of information by the Contractor from monitoring system about Equipment failure. In case if such information is received beyond the established mode from 9:00 a.m. till 18:00, moment of receipt of such information is considered to be 09:00 a.m. of the next business day.

3.6.5. In case if the Contractor has no possibility to perform works or services on Equipment FLM within the period set out in the Clauses 3.6.1.-3.6.3. hereof, the Contractor shall immediately inform the Customer about it by e-mail, meanwhile, performance time of works and services on Equipment FLM shall be postponed in accordance with delay time.

3.6.6. Performance time of works and services on Equipment FLM shall not include the time spent by the Contractor for waiting receipt of access to the Equipment which should be provided by the Customer to the Contractor.

3.6.7. Equipment maintenance shall be provided by the Contractor at the Equipment’s location.

On behalf of the Customer __________________________()

Page 4 of 22

On behalf of the Contractor _____________________()

3.7.

The Contractor shall within 10 (ten) calendar days from the moment of the Agreement conclusion but not later than SLM Date provide the Customer with a list of representative offices of the Contractor throughout Ukraine. Form of notice on list of representative offices of the Contractor across Ukraine is stated forth in the Appendix 7 hereto.

ARTICLE 4.

SERVICE TERMS AND TIME LIMITS FOR THEIR PERFORMANCE 4.1. If the Contractor is required to provide SLM the Parties have agreed as follows: 4.1.1. SLM is provided upon the received Application of the Customer; 4.1.2. The Equipment to be serviced shall be retrieved by the Customer from monitoring system in the moment of sending the appropriate Application to the Contractor; 4.1.3. The Contractor shall within 2 (two) business days from receipt of Application make diagnosis and examination of the certain Equipment aimed at determination of cost of SLM and terms and conditions of its provision; 4.1.4. Based on the results of the diagnosis and examination of the Equipment performed by the Contractor according to the procedure stipulated by the Clause 4.1.2. hereof, the Contractor shall provide the Customer with a bill, written notice on terms and conditions of SLM subsequent to the appropriate Application. In compliance with the information and bill provided the Customer shall estimate reasonability of such services, and, if Additional Services are required, pay the bill; 4.1.5. SLM shall be provided by the Contractor upon payment by the Customer of the bill set out in the Clause 4.1.4 hereof; 4.1.6. Within 3 (three) business days from SLM provision the Contractor shall provide the Customer with the Act of Rendered Services, signed on its part and affixed its seal, for signing by the Customer. The Customer shall sign the Act of Rendered Services, affix its seal and return 1 (one) copy to the Contractor within 3 (three) business days after its receipt or within the same period shall provide a reasonable refusal to sign it; 4.1.6. The Contractor shall provide SLM from Monday till Friday from 9:00 till 18:00.

ARTICLE 5.

REQUIREMENTS TO THE EQUIPMENT TO BE SERVICED 5.1. List of the Equipment subject to SLM and FLM shall be determined by the Parties in the appropriate Order.

5.2.

Equipment subject to SLM at the moment of SLM Start Date shall be in good order.

5.3.

The Contractor shall before the SLM Start Date perform a preliminary check of operating state of the Equipment, upon the results of which draw up the Act of Equipment Review and submit it to the Customer for signing. Out-of-order Equipment and Equipment to be repaired should be repaired at the expense of the Customer.

ARTICLE 6.

SUBSCRIPTION FEE AND SETTLEMENT PROCEDURE 6.1. For services rendering and works performance on SLM and FLM of the Equipment the Customer undertakes to pay a Subscription Fee for SLM and FLM for benefit of the Contractor pursuant to the terms and procedures stipulated hereby.

6.2. Subscription amount for SLM and FLM of the Equipment in terms of SLM Item is set out in the Appendix 2 hereto.

6.2.1. Cost for Equipment services under a certain Order shall be calculated on the basis of number of Equipment and service cost and shall be mentioned in the appropriate Order.

6.3. SLM cost shall be paid by the Customer in reliance upon the bill provided not later than the 10th (tenth) day of the month following the accounting by the Contractor by means of money transfer set forth in the appropriate bill to the current account of the Contractor, specified in the Artible 12 hereof, as follows: 6.3.1. The Customer (Head Office) shall pay 100 (one hundred) per cent of SLM Subscription Fee for benefit of the Contractor within 10 (ten) business days from signing the Act of Services Rendered and Works Provided on SLM for the accounting period; On behalf of the Customer __________________________()

Page 5 of 22

On behalf of the Contractor _____________________()

6.4. Till the 5th (fifth) day of each month following the accounting the Contractor shall provide the Customer with the Act of Services Rendered and Works Performed on SLM, form of which is in the Appendix 9 hereto.

6.5. Cost for Equipment Services can be changed depending on percentage of Equipment Downtime for a month, in compliance with the Clause 8.2 hereof.

6.6. The Customer shall pay for FLM upon the bill provided not later than the 10th (tenth) day of the month following the accounting month by the Contractor by means of money transfer set out in the appropriate bill to the current account of the Contractor defined in the Article 12 hereof as follows: 6.6.1. The Customer (Head Office) shall pay 100 (one hundred) per cent of FLM Subscription Fee for benefit of the Contractor within 10 (ten) business days from signing the Act of Services Rendered and Works Provided on FLM for the accounting period, its form is in the Appendix 9 hereto. *6.6.2. Cost for FLM of ProInfo 1000 of Wincor Nixdorf Equipment shall be paid by the Customer in accordance with a bill to the current account of the Contractor set out in the Article 12 hereof, as follows: the Customer (Head Office) shall pay 100 (one hundred) per cent of FLM fee for the accounting month for benefit of the Contractor upon availability of Consolidated Acts of Works Performed and copies of work orders signed by any representative of the Bank.

6.7. The Customer shall pay for SLM in accordance with the bill of the Contractor by means of money transfer specified in the appropriate bill to the current account of the Contractor, set out in the Article 12 hereof as follows: the Customer (Head Office) shall pay 100 (one hundred) per cent of SLM fee for the accounting month for benefit of the Contractor upon availability of Consolidated Acts of Works Performed and copies of work orders signed by any representative of the Bank.

6.9. Any change of cost for Equipment item services set out in Price & Services List is available under mutual agreement of the Parties and not more than 1 (one) time per year, to be executed by additional agreement hereto.

6.10. Any bank fee/charge for transfer or taxes deducted to be applied to payments of the Customer shall be paid by the Customer.

6.11. Any bank fee/charge for transfer or taxes deducted to be applied to payments of the Contractor shall be paid by the Contractor.

6.12. The Parties can review settlement procedure if necessary due to introduction of alterations in the applicable legislation of Ukraine.

6.13. In case if the Customer fails to pay SLM Subscription Fee within 5 (five) business days from the day of receipt of the bill set out in the Clause 7.4.1. hereof, the Contractor is entitled to suspend Equipment SLM until transfer of past-due amount to current account of the Contractor.

ARTICLE 7.

RIGHTS AND DUTIES OF THE PARTIES 7.1.

The Contractor undertakes: 7.1.1. within 10 (ten) business days from conclusion of the Agreement to submit for signature of the Contractor of the Order; 7.1.2. at the latest 5 (five) business days from the moment of conclusion hereof to give access to technical monitoring system of the Equipment; 7.1.3. to pay the Subscription Fee to the Contractor subject to terms stipulate in the Article 6 hereof; 7.1.4. at the latest 10 (ten) business days from the moment of conclusion hereof to provide the Contractor with a written List of Authorized Persons, its form is shown in the Appendix 6 hereto; 7.1.5 to hold to operating conditions of the Equipment in compliance with basic requirements of manufacturing enterprise, provided by the Contractor; 7.1.6. to provide authorized representatives of the Contractor and service staff of the Contractor with instant, complete, safe and free access to the Equipment or up to one month of SLM for required works and up to one month of installation for Equipment service works.

7.1.7. at its own discretion to withdraw all cash means and other tangible assets placed in the Equipment if such withdrawal is necessary for SLM executed by the Contractor; 7.1.8. timely to transfer to the Contractor all Materials necessary for execution of its obligations hereunder; On behalf of the Customer __________________________()

Page 6 of 22

On behalf of the Contractor _____________________()

7.1.9. to take measures for keeping programs and data necessary for the Customer placed at magnetic mediums of the Equipment; 7.1.10. to pay timely for works and services of the Contractor hereunder; 7.1.11. to duly fulfill other terms of the Agreement.

7.2.

The Customer has a right: 7.2.1. to claim the Contractor dully performs terms and conditions of the Agreement; 7.2.2. to exclude any Item of SLM from the list, set out in the Order, notifying the Contractor about it 30 (thirty) business days before such excluding date; 7.2.3. to add the list of Equipment SLM with new SLM Item defined in the Order notifying the Contractor about it 30 (thirty) business days before such excluding date; 7.2.4. to initiate alteration of amendments to SLM Base Mode according to the procedure stated forth in the Clause 2.6 hereof; 7.2.5. if the Contractor violates SLM execution to suspend payment of relevant Subscription Fee until elimination of such violations.

7.3.

The Contractor undertakes: 7.3.1. in SLM of the Customer’s Equipment to follow the terms stipulated hereof; 7.3.2. to perform works and to render services hereunder with reference to the information received from the Customer’s monitoring system; 7.3.3. timely to perform works and render services of Equipment SLM hereunder; 7.3.4. to follow the established procedure and rules of access to the premises where the Equipment is located; 7.3.5. if there are problems of access to the Equipment, the Contractor shall immediately inform the Customer about it by e-mail; 7.3.6. within 10 (ten) business days from conclusion of the Agreement to provide the Customer with a list of Equipment operating requirements in the form of standard documentation, which is provided to the Customer by e-mail at first request to be send by fax or e-mail; 7.3.7. in advance to agree with the Customer SLM on days-off and official holidays; 7.3.8. on the final day of Repair Activity to submit the Order of Repaired Activities Performed for signature in compliance with the Clause 2.8 hereof.

7.3.9. not to provide maintain the Equipment if it is necessary to perform works in safe box of the Equipment in case if the Customer did not withdraw money and other tangible assets from the Equipment and did not give the access to the safe box according to the procedure stipulated hereby; 7.3.10. to duly perform other term and conditions of the Agreement.

7.4.

The Contractor has a right: 7.4.1. to claim the Customer dully performs terms and conditions of the Agreement; 7.4.2. to initiate alteration of amendments to SLM Base Mode according to the procedure stated forth in the Clause 2.6 hereof; 7.4.3. to suspend SLM of the Equipment till the past-due amount is transferred to current account of the Contractor in case if the Customer fails to pay SLM Subscription Fee in time; 7.4.4. for some types of work to involve third organizations without written agreement with the Customer. Services of third organizations should be paid by the Contractor subject to agreements concluded between the Contractor and relevant organizations.

ARTICLE 8.

RESPONSIBILITIES OF THE PARTIES 8.1.

In case of non- or improper performance of obligations according to the Agreement, the guilty Party should cover damages incurred due to such non- or improper performance of obligations in compliance with the applicable Law of Ukraine.

8.2.

If the Contractor violates the period to perform works and deliver services, set out in the Clauses 2.7., 3.6. hereof, the Contractor shall pay a penalty amounting to UAH 500 (five hundred) for each delay.

On behalf of the Customer __________________________()

Page 7 of 22

On behalf of the Contractor _____________________()

8.3.

In case if the Downtime percentage of each certain ATM exceeds 100% (ten percent) the Contractor shall pay a penalty amounting to UAH 1 500 (one thousand five hundred) for each such case for the benefit of the Customer.

8.4.

In case if downtime percentage for Wincor ATMs exceeds 2.7% (two point seven percent), for NCR, Diebold ATMs exceeds 3.0% (three point zero percent) the Customer shall pay no cost for FLM of the Equipment.

8.5.

In case of improper and/or poor performance of Repair Activities and/or Maintenance Support, the Contractor shall eliminate remarks detected by the Customer at its own expense within the period agreed by the Parties.

8.6.

In case if the Customer violates the period of payment for Subscription Fee, set out in the Article 6 hereof, the Customer shall pay the Contractor a penalty amounting to double rate of NBU, acting in the period for which the penalty is paid, of untimely amount paid for each day of such delay in compliance with the applicable legislation of Ukraine.

8.7.

All issues on responsibilities of the Parties regarding non- or improper fulfillment of obligations of the Agreement, which are not stipulated hereunder, shall be settled in accordance with the applicable Law of Ukraine.

ARTICLE 9.

FORCE MAJEURE 9.1. The Parties are relieved form responsibility for complete or partial non-execution or improper execution of their obligations, if the above was caused by the circumstances of force majeure that were neither foreseen nor prevented with rational actions by the Parties.

9.2. In case of force majeure, the terms of obligations execution are postponed on the period of force majeure duration.

9.3. Under the circumstances of force majeure, the Parties intend the circumstances that occurred after conclusion of this Agreement in the result of events of extraordinary character, as follows: war, military actions without war announcement, mass disorders, strikes, lock-outs, rebellions, disasters (storms, earthquakes, flood, fires, etc) et cetera, and also the decisions and actions of State Authorities, if such circumstances caused the objective impossibility of liabilities execution by the Parties (Party) according to this Agreement.

9.4. Not later than 3 (three) working days, from the day of force majeure occurrence, the Party that refers to the action of such circumstances, should forward to the other Party the written confirmation of the action of above listed circumstances by Ukrainian Chamber of Commerce and Industry or the other competitive body, otherwise, the Party has no right of referring to the action of force majeure.

9.5. In case, when the action of force majeure lasts more than 1 (one) month, each Party shall hold negotiations aimed at developing of possible alternative choice of performance of duties under this Agreement.

ARTICLE 10.

SETTLEMENT OF DISPUTES 10.1.

All disagreements that could arise in connection with conclusion, execution, termination, change, partial or full invalidation and any other issues concerning this Agreement, constitute a subjectmatter of the dispute and should be considered by Permanently acting Ukrainian Banks Association Arbitration, located at address: 02002, Kyiv, Raskovoyi Str., 15 (certificate of registration of permanently acting arbitration №007-2005 d.d. 21.06.2005, issued by Kyiv city Administration of Justice). Proceeding shall be performed by a single judge of Permanently acting Ukrainian Banks Association Arbitration, Vasyl’ Mykolayovych Yaroshovets’, in compliance with the rules of the abovementioned arbitration, which constitutes an integral part of this arbitral agreement and which the Parties shall have a look with.

In case if a dispute can not be considered by the mentioned arbitral, it shall be considered by a single arbitral, Olena Anatoliyivna Moroz, in case of her absence – by a single arbitral Yuriy Mykolayovych Bilokon’. In case of impossibility to consider the dispute by the judges defined in this clause, a judge shall be assigned by the Head of permanently acting Ukrainian Banks Association Arbitration in compliance with the rules of the permanently acting Ukrainian Banks Association Arbitration.

On behalf of the Customer __________________________()

Page 8 of 22

On behalf of the Contractor _____________________()

The Parties and their location in this arbitral agreement shall correspond to the Parties and their location under this Agreement.

Place and date of conclusion of this arbitral agreement shall correspond to the place and date of conclusion of this Agreement.

ARTICLE 11.

FINAL PROVISIONS 11.1.

This Agreement becomes effective on the date of its signing by the Parties and is valid till ______________2014, but in any case till full satisfaction of obligations of the Parties hereunder.

11.2. Each of the Parties has a right to rescind the Contract before it term ends, informing about it another Party in 20 (twenty) calendar days before the expected date of its cancellation provided that each Party fulfilled its obligations in full hereunder.

11.3.

All amendments and appendixes to the Agreement are valid if they are drawn up in writing and signed up by authorized representatives of the Parties. Such amendments and appendixes from the moment of their signing up by authorized representatives of the Parties with affixing of Parties’ Seals are an integral part of this Agreement.

11.4.

All statements according to this Agreement are considered to be duly performed in case if they are performed in written and sent in the form of registered letter with the courier, by means of telegraph or handed over personally per addresses of the Parties. The date of such statements receiving shall be considered the date of their personal handing over or date of post-office stamp of the receiving party.

11.5.

The Parties confirm that they are Payers of Income Tax under general conditions, according to requirements of the Law of Ukraine “On Taxation of Enterprises’ Income”.

11.6. This Agreement has been drawn up in 2 (two) authentic copies, 1 (one) for each Party, both having an equal legal force.

ARTICLE 12.

DETAILS AND SIGNATURES OF THE PARTIES CUSTOMER: CONTRACTOR:

On behalf of the Customer __________________________()

Page 9 of 22

On behalf of the Contractor _____________________()

Appendix 0 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___ ORDER FORM ON INCLUDING OF EQUIPMENT INTO THOSE TO BE MAINTAINED

ODRER NO. _ ON INCLUDING OF EQUIPMENT INTO THOSE TO BE MAINTAINED

Customer: Виконавець:

UKRSOTSBANK PUBLIC JOINT STOCK COMPANY, 29 Kovpaka St., Kyiv, Ukraine LLC LIST OF EQUIPMENT TO BE MAINTAINED, TYPE, MODE AND COST OF SLM: SLM Mode SLM Mode Maximum FLM ATM number Structural units SLM Mode Serial MondayMondayFee, per month No. in Ukrsotsbank Type/Model ATM location of the Mondaynumber Friday Saturday including JSCB system Customer Sunday VAT*** 1. *- SLM delivery date from the moment of installation. **- service class shall be fixed upon provision of installation application containing a certain address. *** - FLM Fee amounts to: I. Cost for maintenance of one Equipment item is equal to _____________________ per month including VAT 20% if Downtime of all (___________________) per month.

II. Cost for maintenance of one Equipment item is equal to _____________________ per month including VAT 20% if Downtime of all (___________________) per month.

III. Customer shall pay no maintenance cost if Downtime of all Equipment exceeded ___(______________________________) per month.

FIRST DATE OF MAINTENANCE: EQUIPMENT MAINTENANCE PERIOD: FLM PAYMENT PERIOD: SLM PAYMENT PERIOD: On behalf of the Customer ________________ CUSTOMER:

On behalf of the Customer __________________________()

SLM Fee, per month including VAT

Equipment totaled from ____up to ____

On behalf of the Contractor

Page 10 of 22

On behalf of the Contractor _____________________()

Service class

Equipment totaled from ____up to ____

__.__.20___ 1 year one month one month

________________ CONTRACTOR:

SLM delivery date

Appendix 2 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

Service & Price List SLM Fee (item per month). Shadow price in USD, including VAT SLM Fee (item per month) including VAT Number of Equipments provided with SLM

More

More

More

FLM Fee (item per month).

Number of ATMs provided with FLM

More

More

Maintenance cost including VAT/month, downtime percentage up to 1.7%(2.5)* Maintenance cost including VAT/month, downtime percentage from 1,8 up to 2,7% (from 2.6 up to 3,0%)* * FLM Fee for NCR, Diebold ATMs CUSTOMER: CONTRACTOR: UKRSOTSBANK PUBLIC JOINT STOCK COMPANY Deputy Head of ICT & Operations Division _________________ І. V. KANDYBKO

On behalf of the Customer __________________________()

Page 11 of 22

On behalf of the Contractor _____________________()

More

Appendix 2 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

Cooperation Guidelines between Service Department of the Contractor and Service Desk of the Customer Content 1. Preamble……………………………………………………………

2. Problem situations……………………………………………

3. Organization of solving of engineering problems of the Customer ……

4. Organization of preventive SLM …

5. Contact persons…………………………………………………

6. Appendixes……………………………………………………………

1. Preamble 1.1.

These guidelines aimed at description of cooperation procedure between Service Department of the Contractor and Service Desk of the Customer on issues as follows: 1.1.1. resolving of problem situations; 1.1.2. reconfiguration of the Equipment provided with SLM; 1.1.3. coordinated actions in scheduled works.

1.2.

These guidelines is drawn up by reference to experience gained by the Customer in SLM of teller terminals _________.

1.3.

Work procedure, communication, correspondence and solving of issues and problems arising either on the part of the Contractor, or on the part of the Customer are regulated by the guidelines.

2.1. performance.

2. Problem Situations Problem is deemed to be any situation resulted in deterioration of quality of Equipment

3. Organization of solving of engineering problems in «__________________» 3.1.

Information about any ___________ATM engineering problem shall be transferred to Service Department of the Contractor based on monitoring data of the Contractor or in the form of Application of the Customer.

3.1.1.

Application signed up by authorized representative of the Customer shall be transferred to the Contractor by fax _______________or e-mail _____________________ 3.2.

Measures taken by employees of Service Department of the Contractor upon receipt of monitoring data of the Contractor of in the form of Application of the Customer.

3.2.1.

The information received shall be registered in the problem situation system of the Service Department of the Contractor.

3.2.2.

Head of the Service Department of the Contractor shall assign a task to responsible service engineer for solving of the encountered problem.

3.2.3 If the Contractor needs an access to safe box for repair purposes, the Customer shall withdraw funds and ensure a free access of the Contractor’s employees to the Equipment under service.

3.2.4.

If it is not required safe box access for repair purposes, the repair can be made without withdrawal of founds by responsible service engineer on his own.

3.2.5.

In case of ATM cut-off service organization shall define by its own a reason of cut-off: no power supply, operating system hang, ATM errors or bad connection. Service organization engineer shall solve problems if they are related to ATM or Equipment integrated software. If the problem is associated with power cut or communication channel, service organization shall inform about reasons of communication failure by sending status message with description of problem reasons.

3.2.6.

Repair of the Equipment shall be carried out at its operation location and if it is impossible, it is allowed to remove parts and components of the Equipment for their repair in Service Department of the Contractor.

3.2.7.

Upon completion to repair modules of the Equipment in relation to money section, responsible service engineer shall carry out 10 (ten) test transactions enabling to define productivity of all parts of withdrawal mechanism.

3.2.8. Repair is deemed to be performed only upon successful testing and software download, ensuring Equipment management from Processing Center.

3.3.

After ATM survey/repair (performed on the basis of monitoring data of the Contractor or Application of the Customer) employee of the Contractor should use (enter into ATM card reader) service card of

Page 12 of 22

engineer (received from the Customer) and select unit and problem suiting at most the problem he eliminated to resumption of ATM performance.

3.4.

If there are more questions related to organization of Repair Activity on resumption of Equipment performance, Head of Service Department of the Contractor will coordinate its decision.

4. Organization of periodic preventive SLM 4.1.

Periodic preventive SLM shall be performed on the basis of Applications of the Contractor or Customer not exceeding one time per quarter.

4.2.

Performance of periodic preventive SLM. 4.2.1.

Before periodic preventive SLM the Customer shall withdraw funds and provide employees of the Contractor with free access to the Equipment, notifying about it the Contractor by fax ____________ or

email __________________ 4.2.3.

Periodic SLM shall be performed at the place where the Equipment is installed, and in case if it is impossible, parts and units of the Equipment can be removed for periodic preventive SLM at the Service Department of the Contractor.

4.2.4.

Upon completion of periodic preventive SLM, responsible service engineer shall sign up Act of Rendered Services pursuant to the form, set out in the Appendix 5.

4.2.5.

Preventive maintenance is deemed to be performed only upon successful testing and downloading of software, ensuring Equipment management from processing center. Periodic preventive SLM shall be carried out within 4 (Four) hours. In certain cases this period can be increased upon agreement of authorized representative of the Customer, but not exceeding 6 (Six) hours. Should the deadline is increased (6 hours) such Equipment downtime is deemed to be emergency, caused by employee of the Contractor.

4.2.6. Upon performance of preventive maintenance employee of the Contractor shall use (enter intor ATM card reader) service card of the engineer (received from the Customer) and select unit and problem suiting at most the problem he eliminated to resumption of ATM performance.

5. Contact details of the Contractor.

Coordination of all works on technical and organizational issues CUSTOMER:

CONTRACTOR:

Page 13 of 22

Appendix 3 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

FORM OF SLM APPLICATION

Note:

CUSTOMER:

CONTRACTOR:

Page 14 of 22

Appendix 4 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

Наряд/ Work Order про виконання робіт/for performing works

CUSTOMER:

CONTRACTOR:

Page 15 of 22

Appendix 5 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

VIP Equipment List Ref .

No.

Type/model

ATM location

Representative of the Customer

Representative of the Contractor

(signature)

(signature)

CUSTOMER:

CONTRACTOR:

Page 16 of 22

Serial number

Appendix 6 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

List of representative persons of the Customer Ref. No.

Customer’s branch

Customer’s branch address

Full name of representative person

Contact phone number (mobile)

E-mail

Note

Representative of the Customer

Representative of the Contractor

(signature)

(signature)

CUSTOMER:

CONTRACTOR:

Page 17 of 22

Appendix 7 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

FORM List of representative offices of the Contractor throughout Ukraine No.

Region

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

Kyiv Vinnytsia Dnipropetrovsk Donetsk Zhytomyr Zaporizhzhia Ivano-Frankivsk Kirovohrad Kremenchuk Kryvyi Rih Alchevsk Lutsk Lviv Mariupol Mykolayiv Odesa Poltava Rivne Sevastopil Simferopil Sumy Ternopil Uzhhorod Kharkiv Khmelnytskyi Cherkasy Chernihiv Luhansk Chernivtsi

Note

CUSTOMER:

CONTRACTOR:

Page 18 of 22

Appendix 8 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

ACT FORM of services provided and works performed on Service Line Maintenance (SLM) ACT of services provided and works performed on Service Line Maintenance (SLM) We, representatives of the Customer ____________________________________________, on the one part, and representatives of the Contractor __________________________________, on another part, drew up this act on performance by the Contractor of Service Line Maintenance for the period of ___________________________ 20_ as follows:

No.

Calculation of maintenance cost for the payment period, UAH Maintenance Number of Support Fee incl.

Business units of the Customer Equipment VAT items

Total including VAT, UAH

1.

2.

Total

Total value of services provided and works performed (including cost of spare parts) including VAT amounts to UAH ____________, VAT UAH _________.

On behalf of the Customer ___________________

On behalf of the Contractor ____________________

CUSTOMER:

CONTRACTOR:

Page 19 of 22

Appendix 9 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

ACT FORM Of services provided and works performed on First Line Maintenance (FLM) АКТ of services provided and works performed on First Line Maintenance (FLM) We, representatives of the Customer ____________________________________________, on the one part, and representatives of the Contractor __________________________________, on another part, drew up this act on performance by the Contractor of First Line Maintenance for the period of ___________________________ 20_ as follows: Average Equipment Downtime for the payment period amounted to ___ %. Meanwhile, cost for maintenance of one Equipment item amounts to ____ UAH per month.

No.

Розрахунок вартості обслуговування за платіжний період, грн..

Average Number of Business units of the Price incl.

Equipment Equipment Customer VAT, UAH Downtime items

Total including VAT, UAH

1.

2.

Total

Total value of services provided and works performed (including cost of spare parts) including VAT amounts to UAH ____________, VAT UAH _________.

On behalf of the Customer ___________________

On behalf of the Contractor ____________________

CUSTOMER:

CONTRACTOR:

Page 20 of 22

Appendix 10 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

Testing card to SLM requirement No. ____ d.d. “______“ ____________ Representative of the Contractor ____________ Representative of the Customer ____________ CUSTOMER:

CONTRACTOR:

Page 21 of 22

Appendix 11 to Master Agreement on Equipment Service Line Maintenance No. ____________ d.d. __.__.20___

Handbook of cooperation between Service Department of the Contractor and Service Desk of the Customer CUSTOMER:

CONTRACTOR:

Page 22 of 22