GENERAL SERVICE CONTRACT

Tallinn ____________

, register number , with an address of the contact person:, hereinafter Client, and
Individual entrepreneur ___________________________________________, with an
address of Individual entrepreneur:
__________________________________________________, represented by
_________________________________________________________ (registration number
_____________________), citizen of __________________ (passport nr
______________________), hereinafter Contractor, also hereinafter referred to separately as a
party and together as parties,

have concluded this Contract (hereinafter Contract) in the following:

1. OBJECT AND TERM OF THE CONTRACT

1.1. The object of this Contract is to establish the rights and obligations of the parties in relation
to the lead generation services to the Company on a non-exclusive basis, services provided
by the Contractor. The Contractor accepts such engagement and agrees to provide the
Services to the best of their abilities (hereinafter service).
1.2. The service includes the following but are not limited to:
1.3.
1.4. The Contractor shall start providing the service starting from [insert start date] and shall
continue until [insert end date] unless earlier terminated in accordance with this
Contract.
1.5. Each of the parties hereto agrees to cooperate with respect to all the matters described
herein, and to execute such further assignments, releases, assumptions, amendments of
the Contract, notifications and other documents as may be reasonably requested for the
purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated
by this Contract.

2. PAYMENT OF A FEE
2.1. The Client will pay the Contractor a monthly fee of 00 USD (US dollars) (the "Fee") via
electronic payment systems or bank transfers. The Contractor shall submit an invoice for
the Fee at the end of each month.
2.2. Invoices shall be paid by Client due date specified in the invoices as the final payment due
date.
2.3. If Invoices are not paid within 30 (thirty) business days, the Contractor has rights to
terminate the Contract immediately and continue the dispute with the Client.

3. QUALITY METRICS
3.1. The Contractor's work must achieve the following quality metrics to be approved:
• Perform at least 15% Client response rate on their bids (proposals).
• At least 1 project deal closed with direct assistance from the Contractor each month.

4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1. The Contractor has the right to:
4.1.1 request instructions from the Client if necessary for the provision of the service.
4.1.2 decide on the timeline of the services provided as far as it does not contradict the
performance of the contract, or the calculation of the time needed for the provision of
services for the Client in the extent set out in the contract and its annexes.
4.1.3 receive a fee for the provision of the service in accordance with the contract.
4.2. The Contractor is obligated to:
4.2.1 provide the service under the terms and conditions, at the quality and in a manner agreed
in this contract.
4.2.2 provide the contractual service by the deadline previously agreed upon. If the parties agree
on phase deadlines, the Contractor is obligated to provide the service the deadline, of
which the parties will agree on during the provision of the services via e-mail.
4.2.3 inform the Client in advance within reasonable time if occurs that correct (incl. timely)
performance of the service may be impeded.
4.2.4 the Contractor will be fully responsible for ensuring that the work conducted by the
subcontractors involved in the performance of the contract is purposeful and in accordance
with the terms and conditions of the contract.
4.2.5 be impartial and independent in providing the service, aim to achieve the objectives and
interests of the Client as much as possible and act based on the objectives and conditions
determined in the contract and its annexes.
4.2.6 observe the Client’s lawful orders and/or directions when performing contractual
obligations.
4.2.7 upon cancellation or termination of the contract, return all information and materials given
to the Contractor by the Client in connection to the provision of service.
4.2.8 inform the Client promptly of any issues that may arise during the provision of service and
ask for reasonably necessary instructions and information necessary for fulfilment
performance of the contractual obligations from the Client.
4.2.9 inform the Client immediately if the provision of services requires additional professional
knowledge or skills and the lack of which may render the service provided by the
Contractor or the outcome of the service misleading or non-compliant.
4.2.10 procure all the means and materials necessary for the provision of the service.
4.2.11 To act according to Estonian AML policies and laws.

5. RIGHTS AND OBLIGATIONS OF THE CLIENT

5.1. The Client has the right to:
5.1.1. give data, documents, and instructions to the Contractor.
5.1.2. check the status of the provision of service and receive full information from the
Contractor on how the provision of service is going.
5.1.3. inspect the service before accepting it.
5.1.4. not to accept the service if there are shortcoming in the service, except for minor
shortcomings that do not prevent the use of the result of the service.
5.1.5. refuse to pay for the service if the service provided does not comply with the terms
agreed in the contract.
5.2. The Client is obligated to:
5.2.1. pay the Contractor a fee for correctly performed service in accordance with the terms
and conditions agreed in the Contracts.
5.2.2. To act according to Estonian AML policies and laws.

6. INDEPENDENT RELATIONSHIP
6.1. The Parties agree that the Contractor is providing the services under this Contract and
acting as an independent Contractor and not as an employee. This Contract does not create
a partnership, joint venture, or any other fiduciary relationship between Client and
Contractor. Contractor does not have any authority to act on Client’s behalf.
6.2. The Parties pay their taxes to their local jurisdiction tax authorities independently, and this
Contract does not initiate any extra obligation to pay taxes. Local VAT tax may apply.

7. OBLIGATION OF CONFIDENTIALITY
7.1. The parties shall, indefinitely, keep confidential any kind of information (incl. the Contracts
and its Annexes, data, and documents on the Client (incl. its employees), its operations and
Clients) that become aware of this Contract, and take all the necessary measures to avoid the
above-mentioned information falling into the hands of any third parties. At that, the Contractor
may not disclose the Client’s confidential information to third parties or use it in their own
interests or in the interests of third parties, incl. not to duplicate, copy, record for their own use,
and the Contractor is obligated to avoid disclosure of confidential information in any form,
format, manner, or extent. After the provision of the service, the Contractor must return to the
Client the materials sent to them.
7.2. The obligation of confidentiality is applicable indefinitely.
7.3. The Client’s secrets do not include data that is publicly accessible or can be viewed in case
of justified interest from other sources or under the Public Information Act.
7.4. The Contractor has no obligation to maintain a secret in case of permission by the Client in
a format that enables written reproduction to publish the information.
7.5. The confidentiality requirement does not extend to the members of the Council, Board
Members, jurists, persons in charge of public procurements, Contractors, auditors of the parties,
nor their lawyers.

8. TERMINATION
8.1. This Contract may be terminated at any time by either Party upon written notice to the
other party effective immediately after servicing by email.
8.2. The Company may also terminate this Contract immediately if the Contractor fails to
achieve the quality metrics set out in clause 3.
8.3. Client will be responsible for payment of all services performed up to the date of
termination, except for in the case of Contractor’s breach of this Contract, where

2
 Contractor fails to cure such breach upon reasonable notice. In case of termination, the
Contractor must transfer all data related to projects to the Client via email or cloud link on
the date of termination.

9. INDEMNITY
9.1. The Parties agree to indemnify and hold harmless the other Party, its respective affiliates,
officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable
legal fees and costs of any kind or amount whatsoever, which result from the negligence of
or breach of this Contract by the indemnifying party, its respective successors and assigns
that occurs in connection with this Contract. This section remains in full force and effect
even after termination of the Contract by its natural termination or the early termination by
either party.

10. OTHER CONDITIONS

10.1. The Contract enters into force upon signature by both parties.
10.2. The Contract is amended upon the written Contract of the parties and in accordance with
the legislation of the Republic of Estonia.
10.3. The Contract documents include a Contract, annexes to the Contract and amendments to
the Contract, which shall be agreed on after the conclusion of the Contract.
10.4. Any disputes arising from the performance of this Contract shall be settled by means of
negotiations. If unresolved, the disputes shall be settled in Harju County Court, Estonia.
10.5. Legislation in force in Estonia will be applied to the Contract.
10.6. Upon cancellation or expiry of the Contract due to any reason, the rights, and obligations of
the parties with the aim of regulating their conduct after the expiry of the Contract, will
remain in force.
10.7. All notices by the parties pertaining to the Contract must be submitted in a format which
can be reproduced in writing. Notifications of informational nature may also be made via
email.
10.8. Termination of performance of Contract or failure to perform the Contract as required shall
be considered justifiable if caused by circumstances classifiable as force majeure, i.e. a
circumstance that parties could not influence and, based on the principle of
reasonableness, could not have been expected to have considered, avoided, or surmounted
the impediment or consequence thereof, at the time of conclusion of Contract or at the
time that an extra-Contractual obligation arose. The parties are obliged to take appropriate
measures to prevent damage from being incurred by the counterparty and to ensure,
within possibilities, performance of their obligations arising from and connected to the
Contract.
10.9. The Client’s contact person in carrying out the Contract is name, job position of
company, e-mail, phone.
(CLIENT) Individual entrepreneur (CONTRACTOR)
________________________________

Register number Registration number

is not liable to VAT
Signed digitally: Address:

Bank, IBAN
SWIFT/BIC:
E-mail:
Phone
https://

Signed by:

Name and date