AGENCY CONTRACT No.______
To Locate Customers (Users) for Goods and Services

Tortola, British Virgin Islands

_______ __200_

Intway World Corporation, registered address: 3321, Road Town, Tortola, British Virgin Islands, hereinafter Principal, represented by General Director A. B. Kachanovsky, as the first party, and __________________________________________, hereinafter Agent, acting on the basis of _________________________, as the second party, have entered into this contract (hereinafter Contract) in regard to the following:



1. PRELIMINARY STIPULATIONS

1.1. The Agent shall enter into the Contract with the Principal by accepting the terms (public offer) stipulated in item 8.1 hereof. Acceptance of the public offer by the Agent shall mean complete and unconditional acceptance by Agent of all the Contract terms without any exceptions and/or restrictions and shall have equal validity with the written Contract.

1.2. A condition of entering into the Contract shall be payment by the Agent for a Partner or Expert software service package and the Flash Info Kit data medium containing a description of the business principles under the terms and conditions of a business partnership with Intway World Corporation.

1.3. The Parties to the Contract act as business entities, business being understood to be independent, proactive activity carried out at one’s own risk with the purpose of earning profit by parties registered to conduct business activity in accordance with the laws of the country where the Agent is located.

1.4. Individuals who do not comply with the terms of Item 1.3 hereof but who have entered into the Contract individually and separately assume risk, pursuant to the laws of the country where they are located, for conducting business activity without state registration, as well as in the event that there are any prohibitions or restrictions with respect to the Agent’s activities hereunder.



2. SUBJECT OF CONTRACT

2.1. The Principal instructs the Agent to carry out the following actions in the Agent's name, but on the Principal’s behalf:

2.1.1. To locate customers (users), hereinafter Clients, of goods belonging to the Principal, hereinafter Goods, or services provided by the Principal, hereinafter Services, which are listed on the Principal’s official web-site http://www.intway.com, and to offer the Goods and Services at a price established by the Principal;

2.1.2. To meet its obligations in locating Clients with respect to the Principal’s following Goods and Services:

a) Partner software service package;
b) Expert software service package;
c) Pioneer software service package;
d) IntwayStock electronic stock exchange terminal;
e) training programs;
f) other goods and services listed on the Principal's official website (http://www.intway.com).

2.2. The cost of the software service packages listed in Item 2.2.2 hereof includes a service period of one (1) year.

2.3. The Agent shall distribute the Principal's Goods and Services in the following area: __________________________________________________________________________________.

2.4. The Agent’s objective in the execution of the Contract is to find customers for the Principal's Goods and Services with assignment to the Clients of a unique identification number in the Principal’s operations and accounting system — the Client’s back-office.



3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Under the terms hereof, the Agent shall:

3.1.1. Carry out activities for the purpose of placing orders for delivery of the Principal’s Goods and purchase of the Principal’s Services among Clients in a manner acceptable to the Agent, including:

- locating customers for the Principal's Goods and Services;
- disseminating the Principal's promotional materials among potential Clients, and also at trade shows and other similar events, after consultation with the Principal;
- contacting both potential Clients and those who have already entered into contracts for delivery of Goods with the Principal for the purpose of obtaining new orders from the Clients;
- negotiating contracts to sell the Principal's Goods and Services;
- other acts which are not prohibited by laws of the country under whose jurisdiction the Agent is located and which do not contradict the Contract terms necessary for prompt and efficient sale of the Principal's Goods and Services;

3.1.2. Report to the Principal, at Principal’s request, all information about the progress made in fulfilling Principal’s instructions, and submit a report regarding the Agent’s activity hereunder at any time at the Principal’s request;

3.1.3. When receiving an order for Goods from the Client, place the order with the Principal or a person authorized by the Principal, by filling out an interactive form using technical means of communication (telephone, fax, email);

3.1.4. Execute orders hereunder in accordance with the Principal's instructions, which must be lawful, feasible and specific;

3.1.5. Provide only accurate data to the Principal, including telephone numbers, addresses and emails, as well as identification document data confirming registration at the place of residence and actual place of residence;

3.1.6. In the event that there are changes in the Agent’s personal or contact information, provided by the Agent to the Principal when the Contract is signed, inform the Principal of all changes within seven (7) days after the date of the changes;

3.1.7. Not be involved in similar activities within the Contract term if they conflict with the Principal's interests or compete with the Principal's Goods and Services;

3.1.8. The Agent shall adhere to the Intway World Corporation Convention on Corporate Responsibility of Partners for conducting business, set forth on the web page http://intway.com/en/corporation/official/agreement/ and Agreement on the Use of the Back-Office Operating and Accounting System.

3.2. The Agent has the right to enter into sub-agent contracts with third parties for the purpose of executing the Contract, remaining liable to the Principal for the actions of the sub-agent. The Agent shall indicate in the contract with the sub-agent that he is acting as an Agent hereunder.

3.3. The Principal shall:

3.3.1. Accept orders placed by the Agent without delay;

3.3.2. Deliver Goods ordered by the Agent by the deadline indicated in the order;

3.3.3. Provide the Agent with promotional materials necessary to execute the Contract;

3.3.4. Ensure the confidentiality of information indicated in Item 3.1.5 hereof and of information about the Agent’s back-office operations, with the exception of instances when the Principal’s obligation to disclose information about the Agent to governmental agencies or other parties is expressly stipulated by law;

3.3.5. Pay the Agent compensation for the services provided in the amount and in accordance with the procedures established hereby.

3.4. The Principal has the right to:

3.4.1. Interact with the Agent directly or via an authorized person or a representative office listed on http://www.intway.com.

3.4.2. Make amendments to the list of Goods and Services, change their prices, terms of delivery and service, without the Agent’s agreement;

3.4.3. Request from the Agent any information about the progress of Contract execution, and about the Clients solicited by the Agent;

3.4.4. In the event that the Agent fails to provide such information, unilaterally limit or completely block Agent’s access to the back-office.



4. PAYMENT PROCEDURE

4.1. The Agent’s compensation for Goods and Services the Client has purchased from the Principal shall be deposited into the Agent's personal account after the Principal receives payment for the Principal’s Goods and Services from the Client.

4.2. The amount and terms of calculation of compensation shall be determined by the Principal based on the jobs actually completed by the Agent, on the basis of the Principal's Global Bonus Program set forth on the web page http://www.intway.com/en/team/rewards.

4.3. The Agent’s compensation shall be deposited into the Agent's separate personal account in the electronic system where claims and liabilities of partners and Intway World Corporation are recorded, or, with the Agent’s consent, the compensation shall be paid by cashless transaction to the Agent's bank account.

4.4. Payment for the Principal's promotional materials and other services by the Agent shall be made by cashless payment by transferring the payment amount to the Principal's bank account, unless otherwise specified by the Principal.

4.5. Payment and deposit of compensation into the Agent's personal account, as well as settlements with the Principal shall be made and recorded in the Agent’s back-office, servicing of which is paid by the Agent.



5. LIABILITIES OF THE PARTIES

5.1. In the event of failure to fulfill or improper fulfillment of obligations hereunder by one of the Parties, the other Party shall have the right to apply sanctions stipulated by law or this Contract against the party at fault.

5.2. The Party which has inflicted damage on the other Party hereunder shall pay material damages to the other Party; moreover, this may serve as grounds for early termination of the Contract by the injured Party.

5.3. In the event that the Agent breaches his contractual obligations, the Principal has the right to limit or completely block Agent’s access to the back-office until the Agent corrects the violations committed.

5.4. The Agent shall not be liable to the Clients for the Principal’s obligations to deliver (transfer) Goods or provide Services, unless this liability is incurred by the Agent’s improper actions hereunder.

5.5. The Principal shall not be liable for the Agent’s obligations to third parties, even if these obligations are related to execution hereof by the Agent.

6. CONFIDENTIALITY

6.1. The Parties shall not disclose any information about Contract execution, including information about the Clients, the Agent’s compensation, or other information concerning the Parties.

6.2. The Agent shall maintain the confidentiality of information about the Clients, the Principal's contractors, and business transactions which becomes known to him in connection with Contract execution.

7. DISPUTE RESOLUTION

7.1. All disputes hereunder shall be subject to mandatory resolution by mediation through negotiation and extrajudicial dispute resolution.

7.2. In the event that a dispute is not resolved through negotiations between the Parties, one of the Parties involved shall send a written claim to the other Party, which the other Party shall examine, subsequently providing a written response to the first Party within ten (10) days after receiving the written claim.

7.3. If a dispute is not resolved through extrajudicial dispute resolution, then the Party in question has the right to go to court to resolve the dispute. The Parties have agreed that all disputes arising from the Contract or related to it, including those concerning the Contract signing and termination shall be considered in a court of the Principal’s country of registration (incorporation) and in compliance with the laws of that country.

8. CONTRACT TERM, AMENDMENTS AND TERMINATION

8.1. The Contract becomes valid at the time when a unique account identification number in the Agent’s back-office is assigned to the Agent, and shall be valid for one (1) year.

8.2. The Contract shall be extended for the following year subject to payment in full by the Agent for a service agreement for the software service package Agent has purchased as of the time the Contract is extended, and if neither of the Parties refuses to extend the Contract.

8.3. The Principal has the right to unilaterally make amendments to the Contract. The Principal shall notify the Agent of all the amendments or additions to the Contract pursuant to Item 9.2 hereof. Fulfillment by the Agent of Agent’s obligations under the Contract after receiving notification of its amendment indicates acceptance of the new terms of the Contract by the Agent. If the Agent disagrees with the indicated amendments, the Agent may terminate the Contract in accordance with the procedures and with the consequences indicated in this part of the Contract.

8.4. The Contract may be terminated by:

8.4.1. The Agent:
- by sending a notification thereof to the Principal in written or other form which ensures due notice of the Principal about termination of the Contract. If the Principal has no objections, the Contract shall be considered terminated at the end of ten (10) business days after receipt of the notification by the Principal;
- by closing the Agent’s account in the back-office.

8.4.2. The Principal:
- if the Agent violates the terms and conditions of the Contract and/or Terms of Use of the Operating and Accounting System – the Back-Office;
- if the Agent inflicts material or moral damage to the Principal or carries out acts which are not compatible with good faith business practices between the Agent and Intway World Corporation;
- in other instances specified herein.

8.5. If the Contract is terminated within three (3) days from the time the business area is paid for, the funds paid for the business area shall be returned to the Agent, less $25, which is the Principal’s cost of software maintenance. In this case, refund of the sum of accounting units reflected in the Agent’s account shall be made within twenty (20) business days after the Contract termination date.

8.6. The Agent reserves the right for compensation hereunder accrued to him prior to Contract termination.

9. FINAL PROVISIONS

9.1. At the Agent’s option, the Contract may be executed in writing. In the event that the Contract is amended by the Principal, the Contract that has been executed in writing shall be subject to renegotiation. Any section of the written Contract which does not correspond to amendments made to it by the Principal, shall be invalid for the Parties.

9.2. Messages and notifications between the Parties are exchanged by any convenient means of communication for the Parties (mail, telephone, fax, email etc.), which allows the accurate identification of the sender. The Principal has the right to send messages and notifications to the Agent by electronic communication.

10. ADDRESSES AND CONTACT INFORMATION OF THE PARTIES

THE PRINCIPAL:

Intway World Corporation, reg. number 662499
3321, Road Town, Tortola, British Virgin Islands


Chief Executive Officer
________________

  

THE AGENT:
_____________________________ _____________________________
Passport data _____________________________ _____________________________ _____________________________ _____________________________ ________________/__________/


AGREEMENT
on the Use of the Back-Office Operating and Accounting System

This Agreement (hereinafter referred to as the "Agreement") constitutes an integral part of the Agency Contract To Locate Customers (Users) for Goods and Services

Preamble:

Unless the context of this Agreement requires otherwise, the terms below shall have the following meaning:

User means any capable physical person acting on its own behalf or on behalf of a legal entity, who has made a Contract with the Company and/or acquired “Partner” or “Expert” software and services package and whose legal relationship with the Company is that of an "Agent" and/or of a "Client ".

Back-office means an operating and accounting system owned by the Company and ensuring efficient informational and technological interaction between the Company, the User and third parties, containing the electronic accounting register of the emergence, transfer and termination of mutual rights and obligations of the User and the Company.

Account means an entry in the Company's database with a unique ID number containing the data on the User's property and property rights.

Illegal financial operations means deals and other transactions by physical and legal persons with funds, securities and other property rights aimed at creating, transferring or terminating respective rights and obligations, performed in violation of legislation and entailing criminal responsibility.

Reasonable suspicion means the existence of facts and/or data capable of convincing an impartial observer that a person might have committed any act constituting a delict.

  1. This Agreement regulates the legal relationships between Intway World Corporation (hereinafter referred to as the Company) and back-office Users.
  2. The Company is not a party to any deals related to purchase and sale of goods (provision of services/performance of works, granting of loans, lease etc.) made between the User and third parties, and therefore:
    • the Company neither regulates nor controls the legality, terms and conditions of any such deals, as well as the fact and the consequences of their conclusion, performance and terminations, including with regard to return of payment on such deals;
    • the Company does not consider the User's claims pertaining to the nonperformance (improper performance) by the sellers of their obligations under such deals, including, but not limited to, obligations to transfer goods, provide services/perform works, and repay loans.
  3. The Company shall not be liable for the User's losses incurred as a result of:
    • any modifications made by the User or any third parties to the back-office, as well as a result of the activity of any viruses and other malicious programs in hardware and software used by the User to access the back-office;
    • incorrect entry of recipients' details used in the back-office and incorrect completion of payment documents.
  4. The Company shall not be liable for the disclosure to third parties or loss by the User of financial passwords and back-office passwords, as well as of other data related to the User's account. The Company shall not accept any claims of the Users related to return of funds, securities and other property rights written off (sold from) personal accounts as a result of disclosure of back-office passwords to third parties.
  5. The Company shall not return any funds or other property rights alienated by a User in response to unfair mailing, spam, third party advertising, shall not assist in such return, shall not take part in the process of self-protection of Users whose rights have been violated, and shall not ensure any injunctive relief.
  6. The Company shall not bear responsibility for any products or services purchased from third parties for which the User pays via the back-office, and shall not be liable for expenses, taxes, and other deductions related to such products and services.
  7. The Company may ban the User (by blocking the User's personal account) from performing any actions related to the management and control of the operating and accounting system in the following cases:
    • claims to the Company from other customers for the violation by the User of their rights and legitimate interests;
    • doubts as to the legitimacy of the User's actions accompanied by a request for information sent to the User;
    • reasonable suspicion that the User's actions may include illegal financial operations and/or fraudulent attraction of funds by promising unreal revenue;
    • detection of any changes made (or attempts at making such changes) to any part of the interface protocols of the operating and accounting system without the Company's authorization;
    • failure to submit requested documents in due time;
    • violation by the User of the terms and conditions hereof.
  8. The use of the back-office by the User after the introduction of any amendments to this Agreement shall be unambiguously deemed by the Parties to constitute the User's acceptance of such amendments.
  9. The Users guarantees that he/she has read and understood the terms and conditions of this Agreement, and accepts them unconditionally and in full.
  10. Data security:

    10.1. The Company and the User (hereinafter — the Parties) recognize the use of a facsimile signature (hereinafter — FS) to be the equivalent of their respective signatures, and all documents associated with performance of the Agreement and certified by FS to be documents made in writing.

    10.2. For the purposes hereof, FS shall be understood as the equivalent of a handwritten signature in the form of data added to a block of information of an electronic message (document), which allow the receiving Party to uniquely identify the message sender and protect this message (document) from falsification.

    10.3. The Parties recognize that the use of FS in electronic messages transmitted during use of the operating and accounting system shall result in legal consequences equivalent to those arising if handwritten signatures are used in accordance with the laws of the Russian Federation, and all documents associated with the performance of the Agreement and certified by FS are regarded as written documents.

    10.4. A unique user login and password selected by the User and additional data entered in the operating and accounting system at the moment of the User’s registration in the system shall be used as the User’s FS. All actions performed in the operating and accounting system under the User’s login and password shall be deemed to have been performed personally by the User.

    10.5. Each Party undertakes to take measures to secure and protect information and documents exchanged in the operating and accounting system.

    10.6. In case disagreement arises as to whether either Party received an electronic message signed by FS, the burden of proof lies with the Party disagreeing with the fact that an electronic message signed by FS was received.

    10.7. The Company shall be entitled to request additional information on the User to preclude (prevent) illegal acts. The Company reserves the right not to allow the User to use the operating and accounting system without giving reasons for such refusal. If any wrongful acts committed by third parties are identified within the operating and accounting system, the Company shall act in accordance with current legislation of the Russian Federation and best practice.