Commission Agreement (Public Offer)

Last edited on: January 23, 2024

Moscow

Procedure for Contract Conclusion and Contract Parties.

In accordance with Article 435 and Paragraph 2 of Article 437 of the Civil Code of the Russian Federation, this document is a public offer issued by INNOTEC Limited Liability Company Innovation and Development Center (INNOTEC LLC), addressed to an unlimited number of persons, expressing the intention to conclude an Agency Agreement under the terms described below (hereinafter referred to as the "Agreement" or the "Offer"). The parties to the Agreement are INNOTEC LLC (hereinafter referred to as the "Agent"), and a legal entity or natural person seeking to conclude the Agreement (hereinafter referred to as the "Principal") for their own interest or the interest of another person. The Principal can review the Offer by accessing its current version on the website at https://innotec.ru. This Offer is valid throughout the territory of the Russian Federation from the date of publication. Please read the text of this Offer carefully; if you disagree with any of its terms, you are advised to refrain from accepting this Offer.

Full and unconditional acceptance (the "Acceptance") of the terms of this Offer is deemed to occur when the Principal makes a prepayment for the services as per the issued Invoice.

The contract is deemed to be concluded in writing in accordance with the provisions of Paragraph 3 of Article 434 and Paragraph 3 of Article 438 of the Civil Code of the Russian Federation (the written form of the contract is considered to be complied with if the written offer to conclude the contract is accepted through Acceptance, carried out by conclusive actions). By agreeing to the terms of the Agreement, the Principal:

• confirms their legal capacity and competence, and also acknowledges the responsibility for the obligations imposed on them as a result of entering into the Agreement;
• affirms the accuracy of their personal data and accepts full responsibility for its accuracy, completeness, and truthfulness; assumes all possible commercial risks associated with their actions in allowing errors or inaccuracies in providing the information necessary for payment under the Agreement.

By accepting the terms of this Offer, the Principal, in accordance with Part 1 of Article 18 of the Federal Law "On Advertising," gives consent to receive messages of informational and advertising nature through SMS and email. The Principal has the right to withdraw their consent to receive messages of informational and advertising nature by contacting the Agent at the address specified in the Contacts section on the website. This Offer may be unilaterally amended by the Company at any time. Such changes shall only apply to the Parties prospectively.

Principal — a legal entity, natural person, or individual entrepreneur who has accepted this offer.

Agreement — a power of attorney agreement for the performance of legal actions by the agent on behalf of and at the expense of the principal, through the principal's acceptance.

Acceptance — the complete and unconditional acceptance by the principal of the terms of this offer, by paying the costs for the execution of the mandate and the agent's fee in full according to the invoice issued by the agent.

Parties — refers to the Agent and the Principal, each of whom is individually referred to as a "Party".

Legal actions of the Agent — actions that entail certain legal consequences for the Principal, related to the emergence, modification, or termination of civil rights and obligations.

Mandate — instructions, information, and documents sent by the Principal to the Agent for the Agent to perform legal and other actions related to the registration, maintenance, assistance in disposal, termination, and protection of the principal's rights regarding their intellectual property in Russia and abroad.

The Principal entrusts, and the Agent, acting on behalf of the Principal, assumes the obligations to perform legal and other actions on behalf of and at the expense of the Principal, related to the registration, maintenance, assistance in disposal, termination, and protection of the Principal's rights regarding intellectual property rights and means of individualization, including:

• drafting and filing patent applications for inventions, utility models, industrial designs, and trademarks;
• drafting and filing applications for the registration of computer programs and databases;
• correspondence regarding applications and responding to examination requests;
• representing the Principal's interests in the Chamber of Patent Disputes;
• providing legal advice on patent law matters to the Principal;
• conducting patent searches for trademark registrability;
• conducting prior art searches for patentability;
• registering and terminating, on behalf of the Principal, agreements on the transfer/licensing of intellectual property rights and means of individualization;
• signing and filing various types of applications, petitions, descriptions, objections, and responses to applications and objections;
• making necessary corrections and amendments to documents;
• withdrawing applications;
• responding to requests;
• filing statements and objections with the Chamber of Patent Disputes, including statements and objections against actions of third-party protective documents, and withdrawing statements and objections;
• participating in Chamber of Patent Disputes sessions;
• requesting extensions and restorations of deadlines;
• paying patent fees and fees for third-party services;
• participating in negotiations and representing the Principal to third parties;
• issuing instructions to foreign patent agents on behalf of the Principal;
• performing other actions provided by the current legislation, as well as any other actions related to providing legal protection of intellectual property and protecting the Principal's rights to intellectual property objects.

The Principal forms a Mandate for the provision of services in free form, signed by an authorized person of the Principal, and sends it to the Agent's email. Based on the received Mandate and after conducting analysis, the Agent notifies the Principal of the possibility or impossibility of providing services under the Principal's Mandate. If the provision of services under a specific Mandate from the Principal is impossible, the Agent notifies the Principal of this fact via the Principal's email.

The Agent's activities are regulated by Federal Law No. 316-FZ of December 30, 2008.

If a power of attorney is necessary to perform services, the powers of the Agent to perform legal and other actions on behalf of the Principal are confirmed by such power of attorney.

Based on the received Mandate and after agreement by the Parties on the list of legal actions (services) specifically performed by the Agent, their terms, and costs, an invoice is issued to the Principal for payment.

The Agent undertakes to provide the Services either independently or through persons engaged by them.

The Principal pays the Agent's fee and incurs expenses for paying patent fees, tariffs, and services of sub-agents.

The Principal promptly provides, upon request of the Agent: a) materials and information necessary for the provision of services under this Agreement; b) additional information as requested by the Agent, which may be required in the course of preparing materials for filing applications or responses to requests from the Patent Office of the Russian Federation.

Remuneration for the services provided is calculated in accordance with the Agent's price list valid on the date of receipt of the Mandate from the Principal and is indicated in the invoice sent to the Principal, in accordance with the received Mandate. The amount of remuneration is considered agreed upon by the Principal from the moment of payment of the said invoice. Prepayment for each specific list of services is 100%. VAT is not applicable due to the Agent's application of the simplified taxation system.

In the event of the Agent's inability to perform the services, they shall notify the Principal of the impossibility of providing services, stating the reasons, and the amount paid by the Principal shall be refunded. In other cases, the paid amount shall not be subject to refund.

The paid amount shall not be refunded in case of the Agent's inability to fulfill the Mandate due to the fault of the Principal.

The Principal pays patent fees and tariffs either by transferring the corresponding funds from their account to the account of the authorized organization at the Federal Institute of Industrial Property, Rospatent, WIPO, or by transferring the corresponding funds from their account to the Agent's account, taking into account bank fees for payment processing on behalf of the Principal for their designated use.

The remuneration of foreign patent agents (sub-agents) is paid by the Principal either by transferring the corresponding funds from their account to the accounts of foreign patent agents (sub-agents) or by transferring funds to the Agent's account, taking into account bank fees for payment processing on behalf of the Principal for their designated use.

In case the Principal independently pays fees, tariffs, and services of sub-agents (Clause 2.4, Clause 2.5 of the Agreement), the Principal sends the Agent a scanned copy of the payment document confirming the payment of the state duty with the bank's payment confirmation mark to the Agent's email address 7376377@innotec.ru.

The funds received by the Agent in accordance with Clauses 2.4 and 2.5 of this Agreement are not considered remuneration for the Agent and are intended for specific purposes. The funds paid by the Agent on behalf of the Principal as patent fees, tariffs, remuneration for sub-agents, etc., are not considered expenses of the Agent.

The date of payment for the Agent's services is considered to be the date of receipt of funds to the account specified in Clause 10 of this Agreement.

The Parties agree that a third party may be the payer under this Agreement. In this case, the Principal shall provide the Agent with appropriate notification containing all the necessary details of the payer.

In the event of termination of the Agreement and the Parties' agreement on the refund of funds paid to the Principal, the funds are transferred to the details used by the Principal for payment, and only upon the Principal's personal request for a refund.

The requirements for the services provided under this Agreement, as well as the deadlines for their provision, are determined in the Instructions. The payment by the Principal of the Invoice - instruction confirms his agreement with the procedure and deadlines for executing the instruction. The deadline for executing the Attorney's Instructions is calculated in business days. The Attorney begins to execute the accepted Instruction from the day of the occurrence of the following conditions (whichever is later):

3.4.1. receiving from the Principal the Consent for the processing of personal data;

3.4.2. receiving from the Principal a Power of Attorney in the name of the Patent Attorney, authorizing the latter to perform legal actions specified in the Instruction;

3.4.3. receiving from the Principal a Power of Attorney in the name of a foreign Patent Attorney, authorizing the latter to perform legal actions specified in the Instruction, if legal actions are carried out outside the territory of the Russian Federation;

3.4.4. receiving from the Principal materials, documents, and other information necessary for the execution of the Instruction, in accordance with the list sent by the Attorney to the Principal;

3.4.5. receipt of funds to the Attorney's settlement account confirming full payment of the Invoice-instruction related to the execution of this Instruction.

In case of a change in the reimbursable expenses (fees, tariffs of third parties, exchange rates of foreign currencies, etc.) during the execution of the Attorney's Instruction, the Attorney immediately notifies the Principal and issues an additional invoice. The Principal undertakes to pay the specified invoice within the agreed terms. In case of non-payment of the invoice by the Principal, the Attorney is not responsible for maintaining the validity of the Applications and protective documents related to the execution of this Instruction; further work is possible only after the additional payment is made.

In the event of executing an Attorney's Instruction related to the preparation of non-standard documents (contracts, opinions, descriptions, invention formulas, industrial samples, etc.), the Principal shall, within a period not later than 15 (fifteen) business days, unless otherwise specified in the Instruction, from the date of receiving these documents from the Attorney, return to the Attorney the agreed version. Otherwise, the Attorney has the right to issue an additional invoice for work on re-examining the materials. After payment of the invoice by the Principal, the Attorney continues to execute the Instruction.

After executing the Instruction, the Attorney prepares a Report on the services rendered within 5 (five) business days and sends it to the Principal by email with attached scanned copies of documents received from authorized organizations or other materials confirming the execution of the Instruction.

Within 5 (five) business days from the date of receiving the signed Attorney's Report on the services rendered, the Principal signs and sends the original to the Attorney by mail to the legal address specified in clause 10 of the Agreement, simultaneously providing a scanned copy by email to 7376377@innotec.ru.

If the Principal does not sign the Attorney's Report on the services rendered and does not send a reasoned refusal to sign it by email to 7376377@innotec.ru within 7 (seven) business days from the date of receiving such Report, the services are considered to have been rendered in full on the day of signing the Report by the Attorney.

The transfer of materials (documents) to the Principal confirming the execution of the Instruction is carried out according to the following conditions:

3.10.1. in case of payment by the Principal for courier delivery, documents are sent by the courier service to the address specified by the Principal as the delivery address;

3.10.2. in the absence of payment by the Principal for courier delivery, the Attorney informs the Principal about the readiness of the documents and the possibility of their independent receipt at the address specified in clause 10 of the Agreement;

3.10.3. in case the Principal is unable to receive the documents, they are kept in the Attorney's office for a period of 1 (one) calendar year by agreement with the Attorney;

3.10.4. if the Principal cannot receive the documents, does not contact the Attorney within 1 (one) month after executing the Instruction and notifying him/her of this, the documents are transferred for storage in the archive for a period of 5 (five) years;

3.10.5. documents received by the Attorney through electronic interaction with Rospatent and/or other authorized bodies and legal entities are sent to the Principal in electronic form.

The Parties may exchange documents electronically using an electronic signature in accordance with Federal Law No. 63-FZ of April 6, 2011, "On Electronic Signature".

The Principal agrees to:
4.1.1. accept from the Agent all that has been executed by them in accordance with this Agreement and the Commission;
4.1.2. in cases specified in clauses 1.4, 3.4.2, and 3.4.3 of this Agreement, issue the Agent or the Agent's representative a power of attorney for performing legal actions provided for in this Agreement;
4.1.3. timely provide the Agent with all necessary materials (information, documents, responses to the Agent's requests) for the execution of the commission as stipulated in this Agreement;
4.1.4. timely and fully pay the Agent the remuneration and inform the Agent about the payment for the services;
4.1.5. immediately notify the Agent in case of loss of interest in the execution of the commissions;
4.1.6. provide additional documents, if necessary, no later than the deadlines specified by the Agent;
4.1.7. in case of delay in providing additional materials by the Principal, the execution period of the commission is proportionally extended by the delay period in providing the additional materials.
4.1.8. notify the Agent within 3 (three) days in the event that the information and documents sent by the Agent are not received by the Principal within a reasonable time from the moment of dispatch;
4.1.9. immediately (within 1 (one) business day) confirm receipt of information from the Agent via email;
4.1.10. review, agree on documentation, reports, and other information provided by the Agent and understand all risks associated with obtaining protection for the results of intellectual activity and means of individualization, in case of non-compliance with the Agent's recommendations specified in the Appendices to this Agreement.

The Principal has the right to:
4.2.1. request from the Agent documents confirming the expenses incurred by the Agent during the execution of the Commission;
4.2.2. request from the Agent information on the status of the Commission's execution.

The Agent agrees to:
4.3.1. properly execute the Commission, in full and within the timeframes stipulated in this Agreement and the Commission;
4.3.2. commence execution of this Agreement from the moment the Principal fulfills the obligations stipulated in clause 3.4 of this Agreement;
4.3.3. promptly inform the Principal about the progress of the Commission's execution under this Agreement and send the Principal the originals or copies of the documents prepared and received by the Agent during the execution of the commission in accordance with the timeframes agreed upon by the parties in this Agreement and its appendices.

The Agent has the right to:
4.4.1. independently take necessary actions for the execution of the Commission in the Principal's interests if the Agent was unable to notify the Principal in advance or did not receive a timely response to their request; in this case, the Agent must notify the Principal of the actions taken and expenses incurred at the first opportunity;
4.4.2. request and clarify additional information from the Principal necessary for the execution of the Commission;
4.4.3. delegate the execution of the Commission to third parties, provided written consent from the Principal is obtained, while remaining fully responsible to the Principal for the proper execution of the commission by third parties.

For any breach of the terms outlined in this Agreement, both parties are subject to the responsibilities as outlined in the current legislation of the Russian Federation. Should either party incur losses, they have the right to seek compensation for documented damages through the submission of a formal claim. The recipient of such a claim is obligated to review and provide a detailed response within a period of 10 calendar days from the date of receipt.

In instances where circumstances beyond the control of both parties render proper execution of this Agreement impossible—what we commonly refer to as force majeure—neither party can demand compensation from the other for losses incurred due to improper or non-performance, including loss of potential profit.

It's important to note that the Agent bears no responsibility for any failures in fulfilling their obligations under this Agreement if the Principal fails to adhere to the agreed-upon terms and conditions. Similarly, if the Principal provides inaccurate contact information, the Agent cannot be held responsible for any resulting delays or lack of notification regarding the status of proceedings.

Special liability conditions:

5.6.1. The obligation to timely provide documents to the Agent lies with the Principal. The Agent is exempt from liability if the Principal does not timely provide the documents necessary for the Agent to fulfill the commission assigned to them.

5.6.2. The Agent is exempt from liability if non-performance, improper performance, or untimely performance of the commission is due to the provision by the Principal of false, inaccurate, or incomplete information, documents, and other materials, including but not limited to: the unreliability (for any reason) of the information, materials, and documents provided by the Principal, the provision by the Principal of only part of the documents in their possession, and the failure of the Principal to inform the Agent of documents whose existence the Principal knew or should have known due to objective circumstances.

5.6.3. The burden of proving the timely and proper transfer of documents by the Principal to the Agent, as well as the communication of any information to the Agent, lies with the Principal.

5.6.4. The Agent does not verify the authenticity or validity of the documents provided by the Principal and is not responsible for the accuracy of the documents provided by the Principal to third parties.

5.6.5. The amount of the Agent's civil liability corresponds to the amount of the remuneration received by the Agent in connection with the performance of the commission assigned to them by the Principal, based on the concluded commission agreement. Fees, tariffs of FGBU FIPS, paid by the Principal, are not included in the amount of the Agent's civil liability.

Throughout the duration of our Agreement, and for a period of three (3) years following its termination, we are committed to strictly maintaining the confidentiality of any information disclosed between us as a result of our collaboration. This means that we will not disclose any confidential information obtained during the performance of our obligations, except where such information is explicitly designated as public.

We acknowledge all information obtained during the execution of the Agreement as confidential and undertake to take all necessary measures to protect it in accordance with Russian Federation law, including the Federal Law "On Commercial Secrecy." Any transmission of confidential information to government authorities will be conducted in strict compliance with Russian Federation legislation.

Unauthorized disclosure of confidential information to third parties will result in the reimbursement of damages and other legal consequences in accordance with applicable law. We value your confidentiality and take all necessary steps to protect it.

In accordance with Article 3 of Article 434 of the Civil Code of the Russian Federation, the written form of the contract is considered to be observed if the written offer to conclude the contract is accepted in the manner provided for in paragraph 3 of Article 438 of the Civil Code of the Russian Federation. This Agreement is considered concluded and enters into legal force from the moment the Principal performs actions of Acceptance of the Offer, signifying the unconditional consent of the Principal to the terms of the Agreement and the acceptance of all the terms of the Offer (Agreement) without any changes, exclusions, or limitations.

In accordance with Article 438 of the Civil Code of the Russian Federation, unconditional acceptance (Acceptance of the Offer) is considered to be the Principal's making any payment towards the remuneration of the Agent for the services offered and the submission of the Instruction to the latter.

This Agreement shall enter into force upon payment of the remuneration under this Agreement and shall be considered fulfilled upon the performance by the Parties of mutual obligations.

Termination of this Agreement is possible by agreement of the Parties.

Termination of the Agreement unilaterally is made only upon a written demand of the Parties within 30 (thirty) calendar days from the date of receipt by the Party of such demand.

The Principal has the right to terminate the Agreement unilaterally at any time provided that the Agent reimburses the actual expenses incurred by the latter in executing the Instruction.

The Agent has the right to unilaterally terminate this Agreement in case of:

• inability to perform the Principal's Instruction due to reasons beyond the control of the Agent, including, based on the Civil Code of the Russian Federation;
• the Principal's refusal of the options proposed by the Agent for resolving the situation, the list of services, or by the Principal's actions, not contributing to the execution of the Instruction entrusted to the Agent, including, but not limited to: failure to transfer the remuneration to the Agent in the amount and within the terms specified in the invoices issued to the Instruction, failure to transfer funds for payment of state duties and tariffs by the Principal, creating objective circumstances for the Agent's inability to coordinate emerging issues with the Principal (due to the unavailability of the Principal at the addresses specified in the Instruction, phone numbers, etc., in case of no response from the Principal to the Agent within 30 (thirty) business days after sending the relevant request);
• the Principal's failure to fulfill its obligations to provide additional materials for the provision of services, failure to pay for services according to the invoices issued to the Instruction, failure to pay for the Agent's services, fees, within 30 (thirty) business days after the Agent's written notification to the Principal of the intention to suspend the provision of services under this Agreement.

The Agent reserves the right to amend the terms of the Offer; in case of amendments to the Offer by the Agent, such amendments shall enter into force from the moment of publication of the amended text of the Offer on the Internet at https://innotec.ru, if another term for the entry into force of the amendments is not additionally determined upon such publication.

The Principal agrees and acknowledges that amendments to this Offer entail amendments to the concluded and valid Agreement between the Principal and the Agent, and these amendments to the Agreement enter into force simultaneously with such amendments to the Offer.

In case of withdrawal of the Offer by the Agent during the term of the Agreement, the Agreement is considered terminated from the moment of withdrawal, unless otherwise specified by the Agent upon withdrawal of the Offer.

This Agreement may be terminated at the request of one of the Parties without prejudice to any rights and remedies of that Party from the moment the other Party receives a written notice of termination if the other Party:

• has been declared insolvent, providing supporting documents;
• suspends the performance of this Agreement due to force majeure circumstances for a period of more than 3 (three) months.

The parties are released from liability for non-performance or improper performance of their obligations under this Agreement in the event of force majeure circumstances, i.e., circumstances beyond the control of the parties, which could not have been foreseen by them at the time of conclusion of the Agreement and prevented by reasonable means upon their occurrence.

The following circumstances are recognized as force majeure: war and military actions, rebellion, epidemics, earthquakes, floods, regulatory and legislative acts of state bodies directly affecting the subject matter of this Agreement, strikes, or suspension of activities by the parties for any reason, as well as any other events recognized and declared by the court as cases of force majeure.

The party affected by force majeure must notify the other party in writing within 10 (ten) days of the occurrence, nature, and possible duration of the force majeure. If this party does not report the occurrence of force majeure, it loses the right to refer to it, unless such circumstance prevented the sending of such notification itself.

If the circumstances provided for in this article last for more than 3 (three) consecutive months, the parties may terminate the Agreement after mutual settlements.

By agreement of the parties, the deadline for the performance of obligations under the Agreement may be extended for a period corresponding to the duration of the force majeure event and a reasonable period for its elimination.

This Agreement, its conclusion, and execution are governed by the current legislation of the Russian Federation. The applicable law is the law of the Russian Federation. In all matters not provided for by this Agreement, the Parties shall be guided by the current legislation of the Russian Federation.

In case of any discrepancies between the Parties in the performance of the Agreement, the Parties undertake to resolve them through pre-trial procedures. The response period to a claim is 10 (ten) business days from the date of receipt of the claim by the Party. If the parties fail to settle the disputes in the pre-trial procedure, either Party has the right to apply to the Arbitration Court of Moscow.

The Parties recognize the legal validity of any legally significant messages sent by the Parties to each other via email related to the conclusion, execution, amendment, or termination of this Agreement, including sending a signed copy of the Agreement, Invoice, appendices to the Agreement, additional agreements, and acts by exchanging scanned copies via email in jpeg or pdf format. Documents sent in this manner are considered equivalent to paper documents signed by the Parties' handwritten signatures.

The Parties may use the email addresses specified in the Agreement or others if they allow establishing reliably that such a letter originates from the Party to the Agreement.

Original documents required by the other Party to this Agreement are sent by mail or courier to the addresses specified in clause 10 of the Agreement (for the Attorney) and the Instructions (for the Principal).

Any amendments and additions to this Agreement are valid if made in writing and signed by duly authorized representatives of the Parties.

By accepting the Offer, the Principal agrees to the processing of their personal data by the Attorney for the purpose of performing legal activities related to the registration of rights and disposal of rights of individuals and legal entities to the results of intellectual activity and means of individualization in Russia and abroad.

The processing of personal data in accordance with Federal Law No. 152-FZ of July 27, 2006 "On Personal Data" includes actions (operations) with personal data, including collection, systematization, accumulation, storage, clarification (updating and changing), use, distribution (including transfer), depersonalization, blocking, and destruction of personal data for processing which the Principal gives their consent: surname, name, patronymic (if any), including previous surnames, names, and patronymics in case of changes; date, month, year of birth; place of birth; passport data or data of another identity document (series, number, date of issue, name of the issuing authority) and citizenship; address of residence (permanent registration address, temporary registration address, actual place of residence); contact phone number or information about other means of communication; email address; details of the state pension insurance certificate; taxpayer identification number; settlement account number. The term of processing personal data is 3 years.

The consent to the processing of personal data may be revoked by the Principal by a written request to the Attorney. The Principal agrees that upon their written request, notification of the destruction of personal data will be delivered to the Attorney (their representative) at the location of the Attorney.

The Parties undertake to notify each other of changes in their details within 5 (five) calendar days; otherwise, the Party that failed to timely notify bears the risk of the other Party using outdated details contained in this Agreement.

The Principal consents to receiving SMS messages, emails about the Attorney's activities, events conducted by them or with their participation, sent by the Attorney or third parties at their direction.

In all other matters not provided for by the terms of this Agreement, the Parties shall be governed by the norms of the current legislation.

Attorney: Innovation and Development Center INNOTEC Limited Liability Company (INNOTEC LLC)

Legal Address: 26 Leninskaya Sloboda Street, Building 2, Room XXXVII-32, Danilovsky Municipal District, Moscow, Russia, 115280

Actual Address: 26 Leninskaya Sloboda Street, Office 261, OMEGA-2 Business Center, Moscow, Russia, 115280

OGRN: 1027700028696

TIN / Tax Registration Reason Code: 7719038373 / 771901001

Banking Details: Raiffeisenbank

Account number: 40702810600000231715

BIC: 044525700

Correspondent account: 30101810200000000700

Phone: +7 (495) 737-63-77

Email: 7376377@innotec.ru

Director of INNOTEC LLC: Julia Alexandrovna Kalinichenko