THE PURCHASING DOCUMENTATION
OPEN REQUEST FOR PROPOSALS
ON CHOICE OF A SUPPLIER OF SERVICES FOR INDEPENDENT
TESTING CAMPAIGN TO IDENTIFY GSM GATES (SIM-BOXES)
FOR A PERIOD OF 1 (ONE) CALENDAR YEAR.
Order of Carrying out,
Table of contents
1. General provisions 3
2. A purchase subject 5
3. An order of carrying out of Request for proposals 5
4. Formulation of proposals 5
5. The general requirements to Participants. Establishing of conformity to the established requirements 6
6. Submission of bids and their reception at the first stage of RFP 6
7. Modification and Withdrawal of Bids 7
8. Opening of envelopes received for RFP 7
9. Evaluation of Bids and carrying out of negotiations 7
10. Determination of the Winner of RFP 8
11. Contract signing 8
12 Notice of Participants on results of RFP 8
1. General provisions
1.1. The general information on the procedure of REQUEST FOR PROPOSALS
1.1.1. PRIVATE JOINT STOCK COMPANY «MTS UKRAINE», the legal address: 15, Leipzigskaya street,
Kiev, Ukraine, 01601 (hereinafter – the “Organizer”) by Notice on carrying out of open REQUEST FOR
PROPOSALS, published on an Internet site of the Organizer (the site address:
http://company.mts.com.ua/eng/purchases.php) 25/03/2011 invites suppliers (hereinafter – the “Participants”)
to participate in procedure of Open REQUEST FOR PROPOSALS (hereinafter – the "REQUEST FOR
PROPOSALS”) on choice of a supplier of services for independent testing campaign to identify GSM
1.1.2. The supplier of services for independent testing campaign to identify GSM gates (SIM-boxes) will
be chosen on the basis of results of Open REQUEST FOR PROPOSALS for the period of 1 (one) calendar
1.1.3. For more information contact the Organizer:
the contact person on organizational and commercial issues -
Alexander Kapustyan, tel: +38 050 1107127, e-mail: email@example.com
the contact person on issues of technical requirements and conditions -
Sergey Karpovskiy , tel: +38 050 110 7066, e-mail: SKarpovskiy@mts.com.ua
1.2. A legal status of procedures and documents
1.2.1. The REQUEST FOR PROPOSALS is not competition. Thus, the given procedure of REQUEST FOR
PROPOSALS does not impose on the Organizer the corresponding volume of civil-law obligations according
to the Civil Code of Ukraine.
1.2.2. The Notice published according to Paragraph 1.1.1 along with its integral appendix - the present
Documentation, is the invitation to make offers and shall be considered by Participants considering it.
1.2.3. The offer of the Participant has a legal status of the offer and shall be considered by the Organizer
considering it. However, the Organizer reserves the right to allow or propose to Participants to make changes
in their Offers as stages of REQUEST FOR PROPOSALS are realized.
1.2.4. The concluded Contract on the basis of results of REQUEST FOR PROPOSALS fixes all
arrangements reached by the parties.
1.2.5. At determination of treaty provisions with the awarded participant, the following documents with
observance of the specified hierarchy (in case of their contradiction) shall be used:
The Notice on carrying out of REQUEST FOR PROPOSALS and the present Documentation on RFP
along with all appendixes and explanations;
The bid of the awarded participant with all appendixes and explanations meeting requirements of the
1.2.6. Other documents of the Organizer and Participants shall not determine the rights and duties of the
Parties in connection with the given REQUEST FOR PROPOSALS.
1.3. The appeal
1.3.1. All disputes and disagreements arising in connection with carrying out of REQUEST FOR
PROPOSALS, including, those that concern execution by the Organizer and Participants of their obligations,
shall be settled using the complaint procedure. For realization of this procedure, the interested party in case
of infringement of its rights shall file a claim to other party. The party that receives the claim shall send to
other party a reasoned response to the claim within 10 working days from the moment of its reception.
1.3.2. If a complaint procedure specified in paragraph 1.3.1 does not lead to the resolution of disagreements,
Participants shall have the right to contest the decision or behavior of the Organizer in connection with the
given REQUEST FOR PROPOSALS. The Participant can send for this purpose the letter via e-mail:
firstname.lastname@example.org, which will be considered according to the rules, provided further in paragraph 1.5.6.
1.4. Other provisions
1.4.1. Participants independently shall bear all expenses connected with preparation and submission of bids,
and as regards to these expenses the Organizer shall not bear responsibility and shall not have no
obligations, irrespective of a course and results of the given REQUEST FOR PROPOSALS.
1.4.2. The Organizer shall provide the reasonable confidentiality concerning all data received from
Participants, including data contained in bids. Granting of this information to other Participants or the third
parties shall be possible only in the cases directly provided by the current legislation of Ukraine or the present
1.5. Counteraction to corruption and roguish practice
1.5.1. The purpose of the Joint-Stock Company «UKRAINIAN MOBILE COMMUNICATION», (hereinafter -
the Company) is a promotion of high ethical standards in mutual relations with suppliers and the construction
of mutually beneficial relations on a long-term basis. Relations with suppliers are based on a principle of
observance of the highest ethical standards by all organizations, service and goods providers for the
Company, contractors and advisers (including process of purchases) participating in process of purchases at
interaction with the Company.
1.5.2. The Company established the following rules for all stages of process of purchases:
The Company carries out all procedures of purchases on the open and transparent basis with observance of
all requirements of the local legislation and applicable requirements of international law. The Company is an
integral part of the Open JSC “Mobile TeleSystems” (NYSE: MBT). The company “Mobile TeleSystems” is
quoted at the New York stock exchange and shall fulfill requirements of Sarbanes-Oxley Act.
Corruption practice shall mean actions aimed to the offer, reception, transfer or request, both directly or
indirectly, of any material or non-material benefits for the purpose to affect actions of other party.
Roguish practice shall mean any act or omission, including misrepresentation that involves false suggestion
or attempt to mislead the other party for the purpose of reception of material or non-material benefits.
1.5.3. PrJSC "MTS Ukraine" has the right to reject the Proposal if it establishes that the Participant was
involved in corruption or roguish practice at any stage of Request for proposals. The Company has the right
to terminate immediately the Contract concluded with the awarded participant on the basis of results of
Request for proposals by means of notification in writing, signed by the General Director of the PrJSC "MTS
Ukraine", if during the term of such contract it is established, that the awarded participant was involved in
corruption or roguish practice.
1.5.4. The Company has the right to reject Proposals of the Participants which entered into any agreement
among themselves for purpose to affect the determination of the awarded participant of Request for
1.5.5. The Company reserves the right to announce the Participant as the party which does not have the
rights to take part for the certain or uncertain period of time in any further mutual relations with the Company
if it is revealed, that the given Participant was involved in corruption or roguish practice both as during
Request for proposals as after it or in case if the given Participant or its officials according to the state
authorities was involved in similar practice.
1.5.6. According to the Policy on prevention of illegal actions, the Participant can confidentially inform
about the corresponding facts on a hot line of the Company in case the participant has bases to assume, that
on any of the realized Request for proposals the non-transparent decision or the decision that contradicts
interests of the Company was passed. Consideration of such information will be co-ordinated by the Head of
Group of Internal Audit, and the results of such investigation will be informed to such Participant and
management of the Company.
For this purpose, the Participant can use any mailbox at publicly-accessible servers of e-mail, through
Internet cafe or from any other place, which does not require obligatory registration of users, or does not use
algorithm of the identification card of the sender. The message shall be sent to the address:
email@example.com. There are other ways of information transfer and messages, more detailed information
can be received to the address: http://company.mts.com.ua/ukr/antiswindle_politicy.php.
The Head of Group of Internal Audit defines the expected time of the definitive decision on each message
and within 2 days working considers all electronic messages, received on firstname.lastname@example.org and informs
about it the sender.
2. A purchase subject
The Purchase subject is services for independent testing campaign to identify GSM gates (SIM-boxes).
3. An order of carrying out of Request for proposals.
3.1. The notice on carrying out of Request for proposals is published in an order specified in the paragraph
1.1.1. Other publications shall not be official and shall not imply any consequences for the Organizer of
Request for proposals.
3.2. To take part in Request for proposals Participants receive an electronic copy of the Purchasing
documentation via a web site of the Organizer as it is specified in the Notice on carrying out of Request for
proposals. The payment for submission of the Purchasing documentation shall not be charged.
Requirements for offer preparation will be provided after fulfillment of following conditions:
The Participant has to give to the Organizer filled and signed (with signature and the stamp) NDA in
duplicate (Appendix 1). Also the Participant has to give to the Organizer the blank with the following
1 Full legal name of the company
2 Juridical address
3 Postal address
4 Contacts of the Executor (indicate the position and contact
Contacts of the Manager authorized to sign the proposal (indicate
the position and contact telephone)
Filled and signed NDA in duplicate has to be provided both by post to the Organizer’s office
(Ukraine, 01601, Kiev, Leipzigska 15, room 118) and by e-mail to email@example.com. The
copy of the NDA has to be provided not later than 31.03.2011.
The Organizer gives to the Participant appendixes “Requirements for offer preparation” and
“Technical requirements” after fulfillment requirements mentioned above. These appendixes will be
sent to the address (e-mail) which the Participant indicates.
3.3. The Organizer of Request for proposals shall be responsible for fulfillment of conditions of the Notice on
carrying out of Request for proposals and the Purchasing documentation only before those Participants of
Request for proposals who have received the Purchasing documentation in the order specified in the
3.4. The Purchasing committee of the Customer in quantity not less than 5 persons shall carry out
consideration and estimation of bids of Participants. The Head of the Customer approves the personal
structure of the Purchasing committee of the Customer.
4. Formulation of proposals
4.1. The general requirements to proposals
The participant has the right to submit only one Proposal. In case of infringement of this requirement, all
Proposals of such Participant shall be rejected without their consideration in essence.
Each document that is an integral part of the Proposal shall be signed by the authorized person, having the
right to act on behalf of the Participant without the power of attorney, or duly authorized person on the basis
of the power of attorney. In such case, the certified copy of the power of attorney shall be enclosed to the
The Participant should seal each document forming the Proposal.
Documents (sheets and information envelopes) that are integral part of the Proposals shall be fastened or
packed in such a way to exclude casual loss or moving of pages and information envelopes.
Any revisions in the text of the Proposals shall be invalid, except for the cases when such corrections have a
hand-written inscription “Alteration approved” and the autographic signature of the authorized person which
shall be put near each correction.
Documents that are a part of Proposals of the Participant of Request for proposals shall not be subject to
4.2. Requirements to the language of Proposals
4.2.1. All documents included to the Proposals, shall be made in Russian, Ukrainian or English languages.
4.2.2. The Organizer has the right not to consider the documents not translated into Russian, Ukrainian or
4.3. An explanation of the Documentation concerning Request for proposals
4.3.1. At any stage of a bid submission, Participants have the right to address to the Organizer for
explanations of the present Documentation concerning Request for proposals. Requests for explanation of
the Documentation concerning Request for proposals shall be submitted in writing via fax or e-mail
4.3.2. In reasonable term, the Organizer shall answer any question received by him not later than in 2 days
prior to the expiry of the term of reception of the Proposals. If, according to the Organizer, the answer to the
given question is useful for all Participants, the copy of answer (without indication a source of request) will be
sent to all Participants who have officially received the present Documentation (subsection 3.2.).
4.4. Prolongation of a period of reception of Proposals
4.4.1. If it is necessary, the Organizer has the right to prolong the period of reception of Proposals, with the
notification of all Participants.
5. The general requirements to Participants. Establishing of conformity to the established
5.1. Requirements to Participants
5.1.1. The following persons can take part in the procedure of RFP:
- the organizations which submitted properly made Application form for participation in RFP (offer) in due
- the organizations having an operational experience in the given field not less than 1 year.
- the organizations meeting all requirements, provided by the given documentation of Open RFP.
5.1.2. The following obligatory requirements shall also be met by Participants:
o Originating countries variety during one testing day - not less then 10;
o The participant has to provide availability of online resource for analysis of reports with the ability to
drill down to the detailed calling attempt information, analysis of ccorrelation between routes and
o Lifetime of terminating MSISDNs - less then 25 days;
o Frequency of notification SIM-Box (MSISDN) detection - less then 30 minutes after identification;
The Organizer can reject proposals that don’t meet the requirements mentioned above.
5.1.3. Requirements to the documents establishing the conformity of the Participant with established
The Participant shall include in the Offer/Bid the following documents establishing its conformity with the
- documents which describe online resource for analysis of reports, examples of reports;
6. Submission of bids and their reception at the first stage of RFP
6.1. Bids (the original and a copy) shall be in a sealed up envelope with the seal of the Participant (a
package, a box, etc.).
An envelope shall also specify the following data:
- the full firm-name of the Participant and its postal address;
- the name and the address of the Organizer, according to the Paragraph 1.1.
- words “DO NOT OPEN BEFORE. Open RFP on choice of supplier of services for independent
testing campaign to identify GSM gates (SIM-boxes)”.
6.2. Participants shall provide a delivery of their bids to the address:
office 118, Leipzigska street, 15, Kiev, 01601 Ukraine,
In case of sending a bid via a courier service it is recommended to notify the representative of the courier
service or the courier on the current procedure of delivery of the Bid.
6.3. Deadline for Submission of Bids – 14/04/2011 14:00.
6.4. The Organizer registers date and time of receipt of the Bid in a registry of receipt of bids and issues a
receipt to the person delivering an envelope, on its reception indicating time of reception upon the request (of
7. Modification and Withdrawal of Bids:
1.2.1 7.1. The Participant may withdraw or modified its Bid after submission, provided that a corresponding
written notice is received by the Organizer of RFP 2 days prior to the deadline for submission. Applications
for modification of Bids received with infringements of the specified term shall not be considered.
7.2. In case of modification of the bid the Participant of RFP shall draw up and send to the Organizer of RFP
the following documents:
- the Application for the Organizer of RFP with the request to make changes of the bid on the form of the
of Application of Participant of RFP;
- the list of changes in the Bid indicating documents of the initial Bid which the given changes concern;
- new versions of documents which shall be modified.
7.3. The Application for modification or withdrawal of the bid together with all applied documents shall be in
the sealed envelopes prepared according to Paragraphs 6.1. 6.2. An outer envelope shall also indicate
«Request for modification» or «withdrawal of the bid».
8. Opening of envelopes received for RFP
8.1. The Organizer shall carry out procedure of opening of the received envelopes containing Bids without
9. Evaluation of Bids and carrying out of negotiations
9.1. General provisions
The Evaluation of Bids shall be carried out by the Purchasing committee of RFP and other persons (experts
and specialists), engaged by the Purchasing committee.
The Evaluation of Bids shall include a selection stage, an evaluation stage, carrying out of negotiations in
case of need.
The procedure, criteria and methods of evaluation of the bids for the subsequent stages of carrying out of
procedure can be changed. It shall be reflected in the Documentation for the subsequent stages with the
notification of the participants, passed the first stage.
9.2. A selection stage
During a selection stage the following aspects shall be checked:
- correctness of the Bids execution and their conformity to requirements of the present documentation in
- conformity of Participants to requirements of the present documentation;
- conformity of the offer to requirements of the present documentation.
During a selection stage the Organizer has the right to request Participants to provide explanations or
additions of their Bids, including submission of unavailable documents. Thus the Purchasing committee has
not the right to request an explanation or to request the documents changing an essence of the Bid.
By results of carrying out of a selection stage the Organizer has the right to reject of the Bids, which:
- do not meet considerably the requirements to registration of the present documentation;
- are submitted by Participants who do not meet the requirements of the present documentation;
- contain the offers which in essence do not meet technical, commercial or contractual requirements of
the present documentation;
- contain obvious arithmetic or grammatical errors with which correction the Participant rejected.
9.3. An evaluation stage
During an estimated stage the Bids shall be evaluated and compared, including considering results of
negotiations, and their ranging according to the degree of preference for the Organizer shall be carried out on
the basis of the following criteria specified in decreasing order of the importance can be specified:
- Cost of 1 call;
- resource capabilities (number of operators for tests);
- availability of all types of originating operators (Mobile, Fixed, IP phones (VoIP));
- Calls geography;
- Calls to the competitive operators;
- payment terms, deferment of payment in calendar days;
- cost fixation;
- consent to the proposed penalties for delay in providing services.
9.4. Carrying out of negotiations
After consideration and estimation of Bids the Organizer has the right to carry out negotiations with any of
Participants as regards to any position of its Bid.
Negotiations can be carried out by means of one or several rounds. The sequence of negotiations shall be
established by the Organizer.
Negotiations are conducted with each Participant separately.
At carrying out of negotiations the Organizer shall avoid a disclosing to other Participants of the content of the
received Bids, and also a course and the substance of negotiations, i.e.:
- any negotiations between the Organizer and the Participant shall have confidential character;
- any party of negotiations shall not disclose to any other person any technical, price or other market
information concerning these negotiations, without the consent of other party.
10. Determination of the Winner of RFP
10.1. At a closed session the purchasing committee shall determine the Winner/winners of RFP on the basis
of results of an evaluation of the bids.
Winners shall be determined according to the lots.
10.2. Under other equal conditions a choice of the supplier will be given the company which is the corporate
client of PrJSC "MTS Ukraine".
10.3. The decision of the Purchasing committee on determination of the Winner/winners of RFP shall be
made out by the separate meeting of session of the committee.
10.4. After approval of the decision of the Purchasing committee the Participant of RFP shall be notified on its
recognition as Winner/winners of procedure of RFP and on a place and procedure of signing of the delivery
11. Contract signing
11.1. The contract between the Organizer and the Winner/winners shall be signed suitable for the Organizer
11.2. Joint-Stock Company "UMS" reserves the right to terminate the contract before the appointed time,
upon the notification of the counterpart in written form not later than 30 calendar days prior to expected date
of termination of the contract.
12 Notice of Participants on results of RFP
12.1. After approval of the decision of the Purchasing committee the Participants of RFP shall be notified
within three working days on the passed decision by sending the notification to the specified address.
THE APPENDIX 1. Non-disclosure agreement.
Place of contract City of Kiev
Private Joint Stock Company "MTS Ukraine", with its registered office at: 15, Leiptsyzka Street,
Kyiv, 01601, Ukraine, represented by General Director Vasyl Latsanych, acting under the Charter
, with its registered office at: , represented by , acting under ,
which hereinafter are collectively referred to as the "Parties",
WHEREAS, in the course of their business cooperation with each other, Addresser may, from time
to time, provide with and/or disclose to Addressee information that relates to financial, technical or
business aspects of Addresser’s activity, which is property of such Party and is deemed to be
confidential according to the effective legislation and/or its internal policies, either orally or in
writing, on magnetic or on other medium;
WHEREAS, the Parties have met an agreement to bilaterally settle issue of securing non-
disclosure and avoidance of other illegal disposure and use of information, that is confidential
and/or commercial information, is protected by law and became or will become known to them
have made this agreement on the following.
Article 1. Definitions
1.1. The Addresser - the Party that provides with the Information in accordance with the terms and
conditions herein is (check one):
MTS Both Parties Other party
1.2. The Addressee - the Party that receives the Information in accordance with the terms and
1.3. The Agreement - means this Non-disclosure Agreement.
1.4. The Inside information - means any information of confidential nature in any form, that a
Party has received or obtained from the other Party as a result of or in relation to execution of or
performing agreements (contracts) and disclosure of which may cause essential influence on the
commercial value of the securities (stocks, shares, etc.).
1.5. The Confidential information (hereinafter "the Information") - means any data:
(i) which are possessed by, used by or at the disposal of the Parties, which are exchanged by the
(ii) which become known to the Parties in connection with mutual contractual relations irrespective
of the form of presenting data, which are distributed at either Party’s discretion according to the
procedure stipulated by the Parties;
(iii) about a Party's financial or market situation (the Inside information);
(iv) in particular, about subscribers of MTS Ukraine.
1.6. The Medium - means material objects, on/in which Information is represented in the form of
symbols, images, signals, technical solutions and processes.
1.7. The Affiliate - means any legal entity or enterprise:
(i) which controls any Party,
(ii) which is controlled by any Party or
(iii) which is under common control by a legal entity, which also controls either Party.
Control means ownership of more than 50 percent of the shares or the voting rights of the
respective legal entity mentioned in sub-articles 1.3.(i), 1.3.(ii), 1.3.(iii) hereof.
Article 2. Subject Matter of the Agreement
2.1. The Subject of the Agreement are terms and conditions of use, and procedure of provision by
the Parties to each other of the Information, distribution and use of which is restricted or other limits
are envisaged by the effective legislation (of country of the Addresser) and/or by internal policies of
2.2. According to the terms and conditions of the Agreement the Parties are entitled to provide each
other with any Information, that became or will become known while performing its activities,
including information that is confidential and/or commercial classified, or is restricted to public
access for other reasons, but it should be done in compliance with the effective legislation of
country of the Addresser.
2.3. The Information shall be deemed disclosed by the Addresser to the Addressee if it was
provided by any employee or representative of the Addresser to any employee or representative of
the Addressee orally, in writing and/or electronic form, or by means of provision of access to the
Medium, on which such Information is stored.
Article 3. The Addressee's liabilities
3.1. If the Addressee receives the Information from the Addresser and the Addressee shall be liable
to meet all confidentiality requirements related to and which are specified herein.
3.2. The Addressee agrees that the terms of strict confidentiality shall be applied to the obtained
Information, and such Information shall not be sold, exchanged, published or disclosed in any way
except for the cases stipulated herein.
3.3. The Addressee shall be liable to take all possible measures for preservation of confidentiality
(non-disclosure) of the Information, whereas ensuring such state of preservation of the Information
which would entirely exclude possibility of unauthorized disclosure and use of the Information by
3.4. The Addressee shall be liable to use the Information only for the purpose which was the
reason for disclosure thereof.
3.5. The Addressee shall be liable to preserve the obtained Information for ten (10) years after its
acceptance from the Addresser.
3.6. The Addressee shall be liable to warn its employees, who, by the nature of their official duties,
have access to the Information, of the procedure for its use and of the responsibility for disclosure
3.7. The Addressee shall return or destroy any Medium in its possession, which contain or
reproduce any Information upon request of the Addresser.
Article 4. Property
4.1. The Parties hereby acknowledge that any Information or any part thereof is the intellectual
and/or private property of the Addresser.
4.2. Copyright and/or private property for the Information is not transferred to the Addressee.
4.3. The Addresser is entitled to request to return the Information at any time by presenting a
relevant written or oral notice to the Addressee.
Within one day after receipt of such notice the Addressee shall return to the Addresser all originals
of the documents containing the Information, and shall destroy all copies and copied materials held
by the Addressee and the persons who received it.
Article 5. Inside Information
5.1. Neither Party has a right to execute agreements or authorize (instruct) anyone to conclude
agreements concerning securities of other Party or of the Affiliate based on the Inside information
and or Confidential Information, except when disclosure of such Information was intended for that.
5.2. Neither Party has a right to use the Inside information with the purpose, that is not connected
with exercising rights and fulfilling obligations under agreements (contracts) concluded between
them, as well as to use the Inside information either in their own favour or in favour of a third party
including (but not limited to):
- securities trade based on the Inside information;
- recommendations (instructions) to third parties about sale, purchase, retention of securities of the
Addresser on basis of the Inside information;
- disclose the Inside information to a third party for a reward or without a reward;
- publication or disclosure of the Inside information in other way.
Article 6. Special conditions
6.1. Under this Agreement the following Information shall not be considered confidential:
(i) if it was known to the Addressee prior to its provision by the Addresser;
(ii) if it is already generally known or will be generally known, but not through the Addressee's fault;
(iii) if it was obtained by the Addressee on legal basis from a third party which had no liabilities with
regards to confidentiality of this Information towards the Addresser.
6.2. The Addressee shall be exempted from liability for disclosure of the Information, provided it
was done upon request of persons and/or authorities which have the right to request the disclosure
of the Information in accordance with the effective legislation.
Disclosure of Information can occur exclusively within the limits defined by the respective regulatory
acts, which are used for the disclosure.
Within 3 (three) calendar days after receiving the above-mentioned request, the Addressee shall
notify the Addresser of such request in writing and attach a copy of this request.
Article 7. Liability
7.1. If a Party finds out that conditions for unauthorized disclosure of the Information were made or
a case of such unauthorized disclosure of the Information has occurred, such Party shall inform the
other Party in writing within 3 (three) calendar days upon the date, when it became known to the
7.2. The Addressee shall fully reimburse the Addresser for any losses: direct losses, loss of
production, loss of profits, loss of business or any other indirect loss or consequential damages
arising as a result of the non-performance or improper performance of liabilities herein.
7.3 Material liability for the damage to the Addresser resulting from the unlawful collection,
disclosure or use of the Information can be imposed on the Addressee regardless of imposing on
the Addressee (its employees and/or authorized persons) of administrative or criminal liability.
7.4. Termination of this Agreement shall not exempt the Parties from liability.
Article 8. Notices
8.1. Any notification (including the Requests) required or permitted according to this Agreement
shall be made in writing.
8.2. Notifications according to the Agreement shall be sent by one of the following means:
- personally or via courier;
- via registered mail;
- via e-mail;
- via fax.
8.3. Notifications shall be deemed as received:
(i) on the date of its receipt, if it is delivered personally or via courier;
(ii) in five days from the date of its sending by registered mail;
(iii) at the day of its sending by e-mail that is confirmed by corresponding e-mail message;
(iv) on the date of its sending by fax that is confirmed by corresponding report of the fax-machine.
8.4. Notifications shall be sent to the addresses, e-mail addresses or fax numbers specified in
Article 13 hereof.
8.5. Any Party shall notify the other Party of any changes in its address, e-mail address or
telephone (fax) number within three (3) business days.
Otherwise, any notice sent to the address, e-mail address or fax number as specified in Article 13
hereof shall be deemed to have been sent to the correct address.
Article 9. Force-majeure
9.1. Non-performance by the Party is excused if that Party proves that the non-performance was
due to an impediment beyond its control and that it could not reasonably be expected to have taken
the impediment into account at the time of the conclusion of the Agreement or to have avoided or
overcome it or its consequences.
9.2. For purposes of the Article 9 the Impediment (hereinafter "the Impediment") inter alia means:
the acts of nature of any character, wars, military actions, fire, act of terrorism, actions or inactivity
of the legislative or executive bodies of a government (central as well as local), as well as acts
passed by them that are aimed at prevention of certain actions and that impede or prevent the
fulfilment of the Agreement.
9.3. When the Impediment is only temporary, the excuse shall have effect for such period as is
reasonable having regard to the effect of the Impediment on the performance of the Agreement.
9.4. The Party which fails to perform must give notice to the other Party of the Impediment and its
effect on its ability to perform within 3 (three) calendar days from the date when the Impediment
If the notice is not received by the other Party according to the procedure as per paragraph 8.3
hereof, after the Party which fails to perform knew or ought to have known of the Impediment, it is
liable for damages resulting from such non-receipt.
9.5. The confirmation that the Impediment occurred shall be a certificate issued by the appropriate
government body (authority, organization) of the relevant country in respect of the Impediment or
other document which may confirm that actions or inactivity of the legislative or executive bodies of
a government (central as well as local) are the Impediment according to paragraph 9.2. hereof.
9.6. If the impediment have place for more than 3 (three) months, either Party may terminate the
Agreement by sending a relevant written notification to the other Party.
Article 10. Applicable law and dispute resolution
10.1. The Agreement, the rights and obligations of the Parties hereunder shall be governed by and
interpreted in accordance with the effective legislation of (check one only)
10.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the
breach, termination, validity or invalidity thereof, including in connection with the aforesaid, shall be
settled through amicable consultations between the Parties.
In the event that no settlement of the dispute can be reached through consultation within 30 (thirty)
calendar days following the date on which a written request for consultation by any Party was
provided to the other Party, such dispute, shall be resolved by arbitration in accordance with
(check one only)
the Rules of the International Commercial Arbitration Court at the Ukrainian Chamber of
Commerce and Industry
the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce
in force on the date when the Notice of Arbitration is submitted in accordance with these Rules.
The seat of arbitration shall be (check one only)
and arbitral proceedings shall be conducted in English language.
10.3. The number of the arbitrators shall be three (3), one of whom shall be appointed by the
Addresser, the second by the Addressee, and the two arbitrators shall select the third arbitrator. If
the two arbitrators are not able to select the third within ninety (90) calendar days, then the third
arbitrator shall be appointed by the arbitration court. Such third arbitrator shall be the chairman of
10.4. The award shall be final and binding and the Parties hereby waive all means of recourse to
the courts of any country except for the purpose of enforcement procedures.
10.5. In case of arbitration, the Parties shall continue their performance of the Agreement unless it
is impossible to do so for reason of Force-majeure.
10.6. The costs of arbitration shall be borne in the manner determined by the arbitration tribunal.
10.7. The Party against which a court decision was issued, according to the Agreement shall have
one month to perform it, and upon completion of such grace period other Party shall have the right
to enforce such decision unless performed in good faith.
Article 11. Term of the Agreement
11.1. The Agreement shall take effect from the date referenced in the opening preamble of the
Agreement and shall be valid during ten (10) year-term.
11.2. Expiration of the Agreement does not exempt Parties from the liability for breaching the terms
hereof that occurred when the Agreement was valid.
11.3. The Parties' obligations in respect of confidentiality of the Information shall remain valid after
termination of this Agreement for any reason and shall remain in force for a period of 5 years from
the date of termination of this Agreement.
Upon termination hereof or its expiration, each Party shall return or destroy any Medium in its
possession, which contains or reproduces any Information.
Article 12. Final Provisions
12.1. Any amendments and supplements hereto shall be valid only if made in writing and signed by
duly authorized representatives of the Parties.
12.2. The titles of articles in this Agreement shall be for convenience only and shall not influence
the interpretation of the provisions of this Agreement.
12.3. Should any provision of this Agreement be declared invalid, ineffective, unenforceable or
illegal for any reason, it shall not affect the validity, enforceability or legality of any or all of the
remaining provisions contained herein.
12.4. Nothing contained in this Agreement shall be construed to deem any Party to be an agent,
partner or employee of the other, nor shall either represent to a third Party that it is the agent,
partner or employee of the other in the performance of this Agreement or of any activities arising
out of the performance hereof.
12.5. The Agreement has been made in English, in two equally authentic originals, one original for
Article 13. The Parties’ addresses, details and signatures
Private Joint Stock Company "MTS Ukraine"
Address: 15, Leiptsyzka Street, Kyiv, 01601, Ukraine
Tel: +38(044) ________________________
Fax: +38(044) _______________________
_____________ Vasyl Latsanych