10. Non-Liability of Representative

The Representative shall perform on behalf of the Company only the duties that have been specifically delegated to the Representative in this Agreement and the Representative shall have no implied covenants or obligations to perform any other duties under this Agreement, unless the Parties agree otherwise. The Representative shall not be responsible for any losses, liabilities, damages, claims or expenses (collectively, the "Losses") incurred by the Company arising from any acts or omissions by the Representative in connection with the performance of its duties under this Agreement other than Losses resulting or arising from its gross negligence or willful misconduct as well as non-compliance with regulations and recommendations made by the Company.

11. Assignment

This Agreement and the services contemplated hereunder are personal to the Representative and the Representative shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so shall be void.

12. Entire Agreement

This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

13. Governing Law and Arbitration

This Agreement shall be governed by and construed in accordance with the laws of England.

Should any discrepancy or dispute (the “Dispute”) arise between the Parties, they shall use all reasonable endeavors to settle the Dispute amicably through negotiations between their respective authorized representatives within a period of ten (10) days starting from the date of receipt of the notice of Dispute by the relevant party.

If the Dispute is not resolved by the signing of written terms of settlement by authorized representatives of the Parties within such ten (10) day period (or such longer period as may have been agreed between them), then any party may refer to the Dispute for final resolution by arbitration to:

Any dispute, controversy or claim which may arise out of or in connection with the present contract (agreement), or the execution, breach, termination or invalidity thereof, when the Claimant is «The Company», shall be settled by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation in accordance with its Rules.

Any dispute, controversy or claim which may arise out of or in connection with the present contract (agreement), or the execution, breach, termination or invalidity thereof, when the Claimant is «The representative», shall be settled by the authorized court of Panama.