Investment agreement sample. Investment agreement: legal and other aspects. Legal addresses and bank details of the parties

Lawyers strongly recommend documenting any types of transactions, especially when it comes to large amounts money. The investor and the customer always draw up an investment agreement - a document that takes into account all the details of the agreement reached. Investments in themselves are a risky thing, so a well-executed investment agreement can protect both the customer and the investor from some unforeseen situations.

General concepts

Agreement on investment activities confirms the relationship between the investor and the customer, and also determines their rights and obligations. The customer and the investor are equal parties to the contract. Wherein, the customer is the one who leads the project. Usually this is the head of an enterprise or organization whose activities require investment. It is he who takes full responsibility for the funds received. The customer's side is obliged to fulfill all clauses of the contract and confirms this with his signature. The customer is responsible for the result of the investment operation and all financial activities.

The investor can be either a legal entity or an individual. He gives his funds for management and expects to receive the agreed profit. On the part of the investor, the document may specify requirements for possible risks or drawdowns. On the other hand, the investment agreement may contain a clause on the investor’s obligation not to interfere with the financial activities until the end of the stipulated period.

Some areas of activity may include a third party in the document, for example, a contractor or investment agent. For example, such an area is construction. The agent, as a rule, receives a percentage of the amount for which the transaction is concluded and assists in finding investors and concluding new contracts. But for the customer this is enough profitable option, since the commissions are very small compared to the contract amounts.

An investment agreement implies benefits for all parties: the investor increases his capital, and the customer, as a rule, receives a completed project and a reward. The source of profit is the activities of the project.

The investor and the customer discuss the details of the future project and find out absolutely all aspects of future activities. They need to come to an agreement that suits both parties.

The transfer of money to the customer must be documented. This helps to increase the reliability of the transaction, its legality and transparency. Documentary evidence reduces the risk of loss of funds for the investor and makes it possible to resolve controversial issues, including in court. The funds are transferred to ownership or management, which is not significant. The general mechanism implies the very fact of the customer borrowing from the investor with any form of subsequent use of the funds. The process of transferring money can occur in the following ways:

1. After signing the agreement, the investor immediately transfers the required amount in the agreed manner.
2. Funds are delivered to the customer in installments. This option is acceptable for both parties if:
   1. The customer needs money gradually, over a certain period of time.
   2. The parties' trust in each other is not at its best high level and the investor wants to play it safe.

The customer invests the money received in the project and independently monitors all ongoing processes, as well as the amounts of costs and profits. On a certain date, which both parties agree on in advance, the customer returns the investor his remuneration for the investment.

An investor can receive interest in two ways:

1. Fixed amount. The result of the investment project does not affect the amount that the investor receives - it is a fixed and unchanging figure. Payments must be made exactly on the agreed dates. Minor amendments can only be made with the consent of both parties.
2. Part of the profit. The amounts of such payments are usually approximate. For long-term investments, it is quite difficult to give an exact figure. The parties start from the average expected profitability and set a percentage of the money actually received. Many investors try to avoid such arrangements because of the uncertainty involved. Customers, on the contrary, are committed to concluding such contracts, because this makes it possible to take into account unexpected changes in the macroeconomy, inflation and other unforeseen circumstances.

The method of payment of remuneration is agreed upon in advance and must be specified in the contract in order to avoid any misunderstandings.

Liabilities

The investment agreement protects the interests of both the customer and the investor. It defines the actions that both parties must take. Most important points, which are taken into account in standard contract, the following:

For the customer

• Meeting project deadlines
• Providing reports on financial activities and project progress.
• Submission of the results of the activities carried out.
• Providing all necessary documents.
• Involving specialists or contractors to implement the project and conclude a contract.
• Control of allowable expenses.
• Control of all activities related to the project.
• Repayment of all borrowed Money on time.

For the investor

• Transfer of the agreed amount of money without delays or changes.
• Checking the results of investment activities and accepting the project.
• Payment of remuneration.
• If necessary, preparation of all documents upon completion of the project - registration of ownership and registration with the necessary government agencies.

All the wording and clauses that the investment agreement contains are very important and can affect the outcome of resolving controversial issues. Qualified lawyers can draw up the right contract, and you should contact them if you have the slightest doubt. It is better to spend more time drafting and studying the document than to later become a victim of scammers or your own ignorance. The lawyer needs to show the previously drawn up contract and explain in words what you really want. Then the specialist will be able to point out inaccuracies and ambiguous points in the document, and also suggest the correct spelling. In addition, the lawyer will check the document for compliance with the latest legislation, which not every businessman can do.

Be sure to pay attention to the following points in the contract:

• Title of the document.
• Date and time of conclusion.
• Parties' data.
• Individual information about the project - goal, deadlines, amounts.
• Rights of both parties.
• Responsibilities of both parties.

The investment agreement necessarily establishes the price of the project. For an investor, it means the full amount of necessary investments, which includes all expenses for the cost of materials, remuneration, specialist services, acceptable risks, technical equipment and other expenses.

The project price represents the approximate amount or acceptable range of required investments. To calculate exact numbers, small amendments or indices are used that take into account possible changes prices for materials or services.

If the project deadlines are violated, its price may change. In this case, the value is adjusted in the interests of the party that suffered the loss.

The investor bears significantly greater risk. If the outcome of the project is unfavorable, it is he who will not receive his funds back, and the customer, in most cases, will simply limit himself to moral worries. Such an end to the project should definitely be considered when writing a contract and you should protect yourself in advance by including in the contract a corresponding clause on the payment of a penalty.

To minimize possible losses and unsuccessful outcomes of investment activities, the investor should:

• Find out the details of the other party’s legal life - the company’s reputation, credit history.
• Personally make sure that all title documents are available: land, equipment, etc.
• Check whether there is a permit to carry out the relevant work or a license for a certain type of activity. Pay attention to the expiration date of such documents and check them with current legislation.
• If there are similar investor partners, study their rights and obligations to the company of interest.

Signs of an investment agreement

IN Russian legislation There is no clear definition of the term “investment agreement”. Also, the entities that can enter into this type of agreement and the objects that can be specified in it are not regulated anywhere. Lawyers believe that an investment agreement differs from other agreements in the presence of the economic content of the document and the formulation of generating income as the goal of joint activity. The features of an investment agreement include:

• Long-term cooperation between the parties.
• Mutual benefit – investing money in exchange for income, real estate or other project outcome.
• The basis of the agreement is a commercial proposal, project documentation.
• There is commercial interest.

We have found out the main points, taking into account which an investment agreement should be drawn up. The following are the stages of its implementation.

1. The first is preparation. Here all the actions necessary to carry out financial calculations are carried out. The customer prepares an economic justification for the required amount, shows the design documentation, and prepares the technical base. At this stage, the customer provides aggregate information on the future project, with all the numbers and list of works or necessary services may be approximate. Often this aggregate information is provided in the form of a business plan, which outlines the need for certain costs and the benefits of implementing the project.
2. The second is the actual implementation. At this stage, all agreements have been reached and conditions have been agreed upon. The investor transfers money to the customer, and the project is launched. The parties enter into an agreement, and the customer attracts all the necessary contractors and specialists.
3. The third is operational. Small adjustments may be added to the implemented project - the supply of additional resources, the solution of problems that have arisen at the site.

The implementation of the project ends with the acceptance of the object by the investor. This must be confirmed by relevant documents, for example, an acceptance certificate. After this, the investor draws up all subsequent documents in his name.

In the area of ​​clean financial investments, for example, transferring money to management for trading on stock market, the result of the investment is the payment of profit to both parties, in accordance with the terms of the previously drawn up agreement. That all terms of the contract have been fulfilled and the parties have no claims are also drawn up Required documents.

If desired, the investment cooperation agreement can be extended by drawing up an additional agreement. The conditions for extending cooperation may differ from those previously established. All amendments and changes must be indicated in the additional agreement.

Key points

No matter how profitable your future investment may seem to you, it is better to take your time and follow the basic rules:

1. Don't believe the words - ask for documents. This applies to both the documents of the individual or legal entity with whom you are drawing up an investment agreement, as well as your mutual obligations. Everything must be documented.
2. Consult with specialists. Involve lawyers to study the drafted contract and correctly formulate those aspects that you want to include in it. Official organizations that can help verify reputation or credit history subject of interest.
3. Consider the details. Absolutely everything is important – from timing and cost to solving problem situations that may not exist. All points must be measurable and provable, no abstract or controversial formulations. Use dates, numbers, comparative ratios.
4. Include clauses in the investment agreement regarding various outcomes of the project completion. Describe the conditions under which you will part with the customer in case of success and in case of a negative outcome. The classification of investment agreements and their correct structure are not provided for by law. The only thing that gives the parties the right to control each other’s actions is the clauses of the contract. The more requirements are written, the better.
5. Protection by law. You can protect yourself from bought judges or unfair dispute resolution if the case is heard by the court foreign countries. This point can be specified in the contract. Abroad, an investment agreement is considered on the basis of the law, and not “by acquaintance”.

in a person acting on the basis, hereinafter referred to as " Investor", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Customer-Developer", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:

1. TERMS AND DEFINITIONS

1.1. Investments– own, borrowed and/or attracted funds, securities, other property invested by the Investor for the purpose of making a profit. In accordance with this Agreement, investments are means of targeted financing (paragraph 10, subparagraph 14, clause 1, article 251 of the Tax Code of the Russian Federation).

1.2. Investment activity – making investments and carrying out practical actions in order to make a profit and implement the project.

1.3. Project– necessary design documentation developed in accordance with the law Russian Federation and duly approved standards (norms and rules), as well as a description of organizational and technical measures for the creation of an investment object using investments in the form of work.

1.4. Result of investment activity (object)– a cultural center being created at the address: __________________, the construction of which will be carried out in accordance with the Project.

1.5. Contractors– individuals and legal entities who carry out design and construction works under contracts construction contract concluded with the Customer-Developer.

1.6. Works– the entire scope of practical work on the construction of the result of investment activity, to be performed by the Customer-Developer in accordance with the terms of this Agreement.

1.7. Land plot– plot with a total area of ​​______ sq. m, cadastral No.____, located at the address: ________________, provided to the Customer-Developer for rent to create the result of investment activity on the basis of ______________ for the period of development of the initial permit, project documentation and construction of the result of investment activities.

1.8. Project documentation– initial permitting, technical documentation, technical specifications and passports for materials, equipment, structures and components, estimates, as well as other documentation not directly mentioned above, but necessary to perform the work and technical operation the result of investment activity.

1.9. Total area of ​​the result of investment activity– the sum of areas (useful, common use, engineering purposes) of all floors (including technical, basement and attic), measured along the internal surfaces of walls and built-in and attached premises.

2. SUBJECT OF THE AGREEMENT

2.1. Under this Agreement, the Customer-Developer undertakes to carry out the work and take all necessary actions to implement the Project to create the Result of investment activity (object) on a land plot, and the Investor undertakes to transfer funds to the Customer-Developer in the amount established by this Agreement for the implementation of the project and to pay Customer-Developer remuneration. Upon completion of the investment project, the Customer-Developer transfers the result of investment activities to the Investor.

2.2. Investments received from the Investor will be used to create the result of investment activities, fulfill all necessary work and other actions required for the implementation of the project, and monitoring the implementation of work.

2.3. This Agreement contains elements of various agreements provided for by the Civil Code of the Russian Federation (mixed agreement). The rules apply to the relations of the Parties regarding the performance by the Customer-Developer of work under this Agreement Civil Code of the Russian Federation on a construction contract, unless otherwise provided by this Agreement. The rules of the Civil Code of the Russian Federation on agency agreement and the commission agreement, unless otherwise provided by this Agreement. In this case, the Customer-Developer acts on its own behalf, but at the expense of the Investor.

3. SETTLEMENT PROCEDURE BETWEEN THE PARTIES

3.1. The amount of investment under this Agreement is rubles.

3.2. Investments are directed to the implementation of the Project within the time frame established by the Financing Schedule, which is an integral part of this Agreement, by transferring funds to the settlement account of the Customer-Developer specified in Section 11 of this Agreement.

3.3. Investments provided by the Investor for the implementation of the Project are considered by the Parties as targeted financing funds allocated exclusively for the implementation of the Project.

3.4. The amount of investment established by clause 3.1 of this Agreement may be increased in the following cases: .

3.5. An increase in the size of investments is made on the basis of an additional agreement to this Agreement, signed by the Parties.

3.6. For the performance of work by the Customer-Developer and the fulfillment of instructions under this Agreement, the Investor pays the Customer-Developer a remuneration in the amount of rubles.

3.7. The remuneration established by clause 3.6 of this Agreement is paid in accordance with the Remuneration Payment Schedule, which is an integral part of this Agreement, by transferring the remuneration amount to the settlement account of the Customer-Developer specified in Section 11 of this Agreement.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The investor is obliged:

4.1.1. Provide financing under this Agreement in full and in the manner established by this Agreement, as well as pay remuneration to the Customer-Developer in the amount, manner and on the terms established by this Agreement.

4.1.2. Within one day after signing this Agreement, transfer to the Customer-Developer the Project approved by the Investor, consisting of: .

4.1.3. If necessary, take part in coordination with authorized government agencies, approval and receipt of permits and other documentation necessary to carry out work in accordance with the Agreement.

4.1.4. Appoint representatives to participate in the work of the commission for the acceptance of the completed construction project.

4.1.5. Accept the object from the Customer-Developer under this Agreement by signing the acceptance certificate.

4.1.6. From the moment the object is accepted, bear the burden of its maintenance, including the risk of accidental death, as well as other responsibilities provided for by the current legislation of the Russian Federation.

4.1.7. Properly fulfill your other obligations provided for in this Agreement.

4.2. The investor has the right:

4.2.1. Monitor the compliance of the volume and quality of work performed by the Contractor to create the result of investment activity. When monitoring the progress of work, the Investor or his authorized person must move around the construction site, accompanied by an authorized representative of the Customer-Developer, while strictly observing safety regulations.

4.2.2. Check at any time the progress and quality of work, the compliance of the materials used, without interfering with the operational and economic activities of other subjects of investment activity.

4.2.3. With the consent of the Customer-Developer, transfer its rights and obligations under this Agreement to a third party, subject to the latter’s acceptance of the duties, conditions and obligations under this Agreement. Partial and/or complete transfer of rights and obligations is formalized by an appropriate agreement.

4.3. The Customer-Developer is obliged:

4.3.1. Using the investments made by the Investor, ensure the implementation of the Project, including:

• ensure preparation of the construction site;
• organize the execution of work by Contractors, provide the construction process with materials and equipment;
• ensure proper execution of the necessary construction and installation works by the involved Contractors;
• manage construction, monitor its progress in strict accordance with the Project and the terms of this Agreement, in accordance with SNiP, technical regulations, and other rules for construction and installation work;
• make payment for the work of the Contractors and payment for other necessary work and services;
• coordinate the activities of design, construction and installation, specialized and other organizations.

To complete the project, the Customer-Developer is obliged to ensure that the Contractors fulfill the following types works:

• construction work (general construction work below the “0” mark, general construction work above the “0” mark);
• Finishing work;
• arrangement of internal communications networks: heating, ventilation, control unit, plumbing work below the “0” mark, plumbing work above the “0” mark, power supply;
• installation of external communication networks: heating networks, cold and hot water supply networks;
• arrangement of access roads to the facility, landscaping of the territory.

4.3.2. Provide Investor access to construction site to monitor the compliance of the volume and quality of work performed by Contractors, accompanied by a representative of the Customer-Developer. To promptly notify the Investor of the occurrence of circumstances beyond the control of the Customer-Developer that make it impossible for the Customer-Developer to properly (high-quality and timely) fulfill its obligations under this Agreement.

4.3.3. Ensure that the facility is put into operation and handed over to the acceptance committee.

4.3.4. After putting the object into operation, transfer it to the Investor according to the acceptance certificate.

4.3.5. During the transfer of the result of investment activity, ensure that, at the request of the administrative and technical inspection and other authorized organizations, the deficiencies and defects specified in the defect report are eliminated.

4.3.6. Provide the Investor with the necessary documents (copies) available to the Customer-Developer for state registration ownership rights to the result of investment activities.

4.3.7. Carry out investment activities in accordance with the current legislation of the Russian Federation, fulfill the requirements imposed by government agencies and authorities local government, which do not contradict the norms of the legislation of the Russian Federation.

4.3.8. Exercise control over the procedure and volume of investment by the Investor in accordance with the terms of this Agreement. Use funds received from the Investor for their intended purpose.

4.3.9. Ensure that the Investor is provided with a report on the implementation of this Agreement on a quarterly basis, no later than the date of the month following the reporting quarter.

4.3.10. Fulfill other obligations assigned to him by this Agreement.

4.4. The Customer-Developer has the right:

4.4.1. Require the Investor to fulfill its obligations under this Agreement.

4.4.2. Determine, in accordance with this Agreement and the project, the volumes and specific areas of use of investments.

4.4.3. Engage Contractors to perform work.

4.4.4. Ensure control over the compliance of the volume and quality of work performed.

4.4.5. With the consent of the Investor, transfer his rights and obligations under this Agreement to third parties.

5. PROJECT IMPLEMENTATION TIMELINES AND PROCEDURE FOR TRANSFERING THE RESULTS OF INVESTMENT ACTIVITIES (OBJECT) TO THE INVESTOR

5.1. The duration of the Project is and is calculated from the date of transfer by the Investor to the Customer-Developer of the Project (clause 4.1.2 of this Agreement). If necessary, this period may be extended by the Parties on the basis of an additional agreement to this Agreement signed by the Parties. Deadlines individual species works on the construction of the Facility, the deadlines for completing certain stages under this Agreement are established in the Work Schedule.

5.2. Upon completion of the Project and when the object is ready for transfer, the Customer-Developer sends a corresponding notification to the Investor. The transfer of the result of investment activity (object) to the Investor is carried out according to the act of acceptance and transfer of the object. The act is signed by both Parties or their authorized representatives and certifies that the Parties have fulfilled their obligations under this Agreement and that the Parties have no mutual claims of a property or non-property nature.

5.3. The ownership of the object is formalized by the Investor independently after the transfer of the result of investment activity to him.

5.4. After transferring the object to the Investor, the Parties will take all necessary measures to formalize the Investor’s rights to land plot.

5.5. Evidence of the quality of the result of investment activity transferred to the Investor, its compliance with construction and technical norms and rules, the Project is the signing by the acceptance committee of the acceptance certificate for the completed construction result of investment activity into operation.

5.6. When accepting the result of investment activity, the Investor is obliged to declare all the shortcomings that can be established during the usual method of acceptance. The warranty period under this Agreement is from the moment the facility is accepted for operation under the act (clause 5.5 of this Agreement).

5.7. If deficiencies are discovered within the period established in clause 5.6 of this Agreement, the Investor has the right to contact the Customer-Developer with a request to eliminate them. Elimination of deficiencies is carried out within a period of time after receiving a written application from the Investor.

6. RESPONSIBILITY OF THE PARTIES AND PROCEDURE FOR SETTLEMENT OF DISPUTES

6.1. The parties are responsible for failure to fulfill or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.

6.2. If the Investor violates the deadlines for making investments under this Agreement established by the Financing Schedule, the Customer-Developer has the right to increase the deadline for fulfilling its obligations in proportion to the period of delay in fulfilling its obligations by the Investor.

6.3. The risk of consequences of damage or destruction of the result of investment activity passes from the Customer-Developer to the Investor upon signing the acceptance certificate of the object under this Agreement (clause 5.2 of this Agreement).

6.4. The Parties will strive to resolve all disputes and disagreements out of court.

6.5. If the Parties fail to reach an agreement, the dispute is referred to the court in accordance with the current legislation of the Russian Federation.

6.6. To ensure the fulfillment of its obligations, the Customer-Developer provides the Investor with...

6.7. The Customer-Developer is responsible for non-compliance of the object with the Project, building codes and regulations, including those identified after acceptance of the object, during the warranty period.

6.8. In case of non-fulfillment or proper execution The Customer-Developer's obligations under this Agreement have the right to present a demand to the Customer-Developer.

7. PRIVACY

7.1. Any information about the financial position of the Parties and the terms of this Agreement, as well as agreements with third parties involved in the implementation of the Project, is considered confidential and is not subject to disclosure. Other confidentiality conditions may be established at the request of any of the Parties.

8. RELEASE OF LIABILITY (FORCE MAJEURE)

8.1. The parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was a consequence of force majeure circumstances (force majeure), i.e. extraordinary and insurmountable circumstances under given conditions, in particular floods, earthquakes, other natural disasters or any other natural phenomena, epidemics, terrorist acts, military operations, as well as changes in current legislation, the adoption of regulations of local authorities that make it impossible fulfillment by the Parties of their obligations. Proper evidence of the existence of the above-mentioned force majeure circumstances and their duration will be certificates issued by the competent authorities.

8.2. In the event of changes in legislative and regulatory acts that worsen the position of the Parties compared to their condition on the date of conclusion of this Agreement and leading to additional costs time and money, the agreed deadlines for completing the work increase in proportion to this time. The terms and cost of the Agreement in this case are specified in the additional agreement.

8.3. The period for fulfilling obligations under this Agreement increases in proportion to the time during which such circumstances and their consequences existed.

8.4. If, due to the circumstances specified in clause 8.1 of this Agreement, the delay in fulfilling obligations under this Agreement is more than , any of the Parties has the right to refuse the unfulfilled part of the Agreement. In this case, neither Party has the right to demand compensation for losses.

9. VALIDITY AND CHANGE (TERMINATION) OF THE AGREEMENT

9.1. This Agreement comes into force on the date of its signing by the Parties and terminates after the Parties have fulfilled all obligations under it and completed mutual settlements between the Parties.

9.2. The terms of this Agreement may be changed by agreement of the Parties. All changes, additions and agreements to this Agreement are an integral part of this Agreement if made in writing and signed by the Parties.

9.3. This Agreement may be terminated by agreement of the Parties, subject to agreement on mutual settlements at the time of termination, as well as in other cases provided for by the legislation of the Russian Federation.

9.4. In case of conservation of an unfinished construction facility, the Parties shall extend the validity of this Agreement or determine the conditions for its termination.

10. FINAL PROVISIONS

10.1. This Agreement is drawn up in three copies having equal legal force, one copy for each Party and one for the body that registers rights to real estate.

10.2. The notices, notices or other messages provided for in this Agreement that are relevant to the relations of the Parties must be delivered personally or sent by the Parties to each other by registered letters or telegrams with return receipt requested at the addresses specified in this Agreement as the legal and postal addresses of the Parties.

10.3. Registration of ownership of the object is not included in the subject of this Agreement.

10.4. In the event of a change in telephone number, place of registration, postal address, or other details, the Parties are obliged to immediately send each other notifications of these changes in the manner prescribed above. All information and correspondence sent to the telephone number and address specified in this Agreement are considered received by the Party that changed its address and telephone number and did not notify about it, which bears the risks of all adverse consequences.

10.5. Simultaneously with the signing of the Agreement, the Parties appoint their authorized representatives under the Agreement, defining their competence, and notify each other about this.

10.6. After the conclusion of this Agreement, all previous agreements between the Parties - both written and oral - are deemed to have lost their force.

10.7. In everything else that is not provided for in this Agreement, the Parties are guided by the current legislation of the Russian Federation.

11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Investor

Customer-Developer Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:

12. SIGNATURES OF THE PARTIES

Investor_________________

Customer-Developer _________________

Appendix No. 2 to the Procedure for Implementation by the Committee consumer market Moscow Region powers in the implementation of investment projects in the Moscow Region

INVESTMENT AGREEMENT N _____

Moscow

"___" __________ 200_ g.

The Moscow Region Consumer Market Committee (hereinafter - the Committee) represented by the Chairman of the Committee V.V. Fomichev, acting on the basis of the Regulations, and ______________ "______________" (hereinafter - the Investor) represented by ______________________, acting on the basis of __________________________, hereinafter referred to as the "Parties" , have concluded in accordance with the resolution of the Government of the Moscow Region dated "__" ________ 200__ N _____ "_____________________________________________" this investment agreement (hereinafter referred to as the Agreement) on the following:

1. SUBJECT OF THE AGREEMENT

1.1. The subject of the Agreement is the interaction of the Parties in the implementation of the Investor's investment project (hereinafter referred to as the investment project) in accordance with the financial and economic indicators specified in Appendix No. 1 to this Agreement, with an investment volume of at least ________________, implementation period from ____________________ to ______________________.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

In order to implement this Agreement, by mutual agreement of the Parties:

2.1. The investor undertakes:

Provide financing for the investment project at the expense of own or borrowed (borrowed) funds in the amount established in clause 1 of this Agreement;

Provide the Committee with quarterly information on the volume of work performed and investments made (Appendix No. 2);

Notify the Committee of your reorganization (liquidation) or re-registration within 30 (thirty) days from the date of the decision on reorganization (liquidation) or re-registration.

2.2. The investor has the right:

Conclude agreements and contracts necessary for the implementation of the investment project with other investors, third parties, attract additional funds and resources not provided for in this Agreement;

Adjust the indicators, volumes and timing of the implementation of the investment agreement in agreement with the Committee.

2.3. The Committee undertakes:

Do not interfere with the Investor’s business activities if this activity does not contradict current legislation and the terms of this Agreement;

To promote non-interference of the executive bodies of state power of the Moscow region and their officials into the Investor’s business activities, if said activities do not contradict current legislation and the terms of this Agreement;

Promote the implementation of guarantees for the implementation of investment activities in the manner prescribed by the legislation of the Russian Federation and the legislation of the Moscow region;

Consider written proposals from the Investor related to the implementation of the investment project;

Facilitate the provision of an investment tax credit to the Investor in the manner established by the current legislation of the Russian Federation and the legislation of the Moscow Region;

To ensure, in the event of amendments to the current regulatory legal acts of the Russian Federation and regulatory legal acts of the Moscow Region affecting the list, volume and procedure for applying state support measures for investors, the application in the manner prescribed by law to the Investor of the maximum possible measures of state support permitted by the current legislation of the Russian Federation and legislation of the Moscow region;

Provide state support provided for by current legislation and assistance in the implementation of the investment project, including providing the Investor with benefits and preferential treatment in the manner established by the current legislation of the Russian Federation and the legislation of the Moscow region.

2.5. The Committee has the right:

Receive from the Investor information on the progress of the investment project and the documentation necessary to verify compliance with the terms of this Agreement.

3. TERM OF THE AGREEMENT

This Agreement comes into force from the moment it is signed by the Parties and is valid for the duration of the investment project.

4. TERMINATION OF THE AGREEMENT

4.1. This Agreement may be terminated by agreement of the Parties.

4.2. This Agreement may be terminated unilaterally in the following cases:

4.2.1. On the initiative of the Committee:

If the Investor does not provide information to the Committee within the time limits established by this Agreement, or provides untrue information provided for in paragraphs. 2.1 and 2.5 of this Agreement;

If it follows from the Investor’s reports after one year from the date of signing this Agreement that the investment project is not being implemented for reasons depending on the Investor;

If the Investor fails to comply with the terms and conditions of this Agreement regarding the terms and amounts of investments for reasons depending on the Investor.

4.2.2. At the initiative of the Investor:

If the Committee takes actions that impede or complicate the implementation of the investment project;

If the Committee does not fulfill the obligations established by this investment agreement;

If it follows from the Investor’s reports after one year from the date of signing this Agreement that the investment project is not being implemented for reasons depending on the Committee.

5. PROCEDURE FOR RESOLUTION OF DISPUTES AND RESPONSIBILITY OF THE PARTIES

5.1. The parties are responsible for their obligations in accordance with the current legislation of the Russian Federation.

5.2. All disputes and disagreements that may arise in connection with the application of this Agreement must be resolved through negotiations between the Parties.

5.3. If it is impossible to resolve disputes and disagreements through negotiations within one month from the start of negotiations, they may be referred to the Arbitration Court of the Moscow Region for resolution in the manner established by the legislation of the Russian Federation.

6. CIRCUMSTANCES OF FORCE MAJEURE (FORCE MAJEURE)

6.1. In the event of force majeure circumstances occurring during the validity of this Agreement (fires, natural disasters, blockades, public unrest, riots, bans on exports and (or) imports, any military actions), preventing the Parties from fully or partially fulfilling their obligations , the deadline for fulfilling obligations is postponed for the period of validity of these circumstances, determined with the consent of the Parties and drawn up as an addition to this Agreement, subject to notification by one Party for which these circumstances occurred to the other Party within 10 calendar days.

6.2. In the event of force majeure, the execution of this Agreement may be delayed for a period of no more than 12 months, after which the Agreement may be terminated.

7. FINAL PROVISIONS

Any changes and additions to this Agreement are formalized by additional agreements of the Parties, which become an integral part of the Agreement and come into force from the moment they are signed by all Parties.

This Agreement is drawn up in three copies in Russian, which have equal legal force.

Signatures of the Parties: Committee: Investor: Chairman of the Committee ______________________ _______________ /V.V. Fomichev/___________ /________/

With the help of an investment agreement, the company provides funds for the development of any business, construction project etc. What are the features of the legal regulation of investment contracts.

Investment agreement: what are the difficulties of legal regulation

Often young companies or start-up entrepreneurs attract large partners at the initial stage. They do this to receive funds for the development of the company. Funds may also be needed during the construction of a facility or for other purposes. When it comes to financial support for a project, the parties enter into an investment agreement between themselves. This term also corresponds to the terms “investment agreement” or “investment contract”.

The document is an agreement to provide funds or property to support a project. The parties to the transaction agree on the extent and under what conditions the investor will provide support. However, the Civil Code of the Russian Federation did not separately describe the investment agreement. According to clause 2 on freedom of contract, participants in business transactions have the right to enter into agreements not named in the code. Such agreements include investment agreements.

An investment contract is an agreement that is qualified by its content

When an investment agreement is developed between individuals, between companies or with a different composition of participants in the transaction, you need to focus on its distinctive features. The Plenum of the Supreme Arbitration Court of the Russian Federation indicated in paragraph 5 that to determine the nature of the legal relationship, the court analyzes the essence of the agreement. Its nature is determined by the content of the document. The court will also take into account how exactly the subject of the transaction was described, as well as the scope of rights and obligations each party received.

IN in this case An example of an investment agreement is an agreement on investment in a business. Depending on what terms the parties include in the document, the court may determine it as:

• agreement on joint activities,
• investment partnership agreement,
• targeted loan agreement, etc.

Regarding the form of the investment agreement, one should rely on General requirements law. Due to the lack of special regulation, there may be difficulties in agreeing on the essential terms of the investment agreement. It is necessary to determine the subject of such a transaction as accurately as possible. To avoid doubts about the conclusion of an agreement, focus on the type of agreement that is closest in essence to this agreement.

Investment agreements are used in various fields of activity

Investment treaties are a type of agreement legal regulation which depends on the nature of the transaction. In each individual case, the contract is classified individually, according to the conditions. On the one hand, the general norms of contractual work apply. On the other hand, specific rules and restrictions depend on the field of activity in which the agreement is concluded. For example, in construction such an agreement is subject to investment activity.

An investment agreement between individuals and legal entities in the construction industry is qualified as a sales agreement

What an investment agreement is in relation to construction, and how legal regulation works, can be illustrated with an example. The parties plan to build a new building and enter into an agreement on financial support for the project. An investment agreement between individuals and legal entities is possible. According to Part 2 of Art. 4 of Law No. 39-FZ, the following may take part in such an agreement:

• individuals;
• companies;
• entities that arose on the basis of an agreement on joint activities and have the status of a legal entity;
• groups legal entities;
• government agencies or local governments;
• foreign business entities.

The plenum of the Supreme Arbitration Court of the Russian Federation made conclusions that relate to investment contracts; this must be taken into account during preparation. In paragraph 4 of Resolution No. 54, the court emphasized that in the event of a dispute it will be necessary:

• establish the legal nature of the agreement;
• resolve the conflict based on chapters of the Civil Code of the Russian Federation No. 30, No. 37, No. 55 or another, depending on the content.

That is, due to the lack of special regulation and definition of an investment agreement, the court will qualify it as a sales agreement future real estate, simple partnership, equity participation in construction or other. By general rule such an investment agreement is regarded as a contract for the purchase and sale of future real estate.

INVESTMENT AGREEMENT No. _____
Moscow " " 2010

Within the framework of a public-private partnership, in order to implement an investment project for the creation (design, construction) of objects of the investment project “Creation of the Sviyazhsk interregional multimodal logistics center (Republic of Tatarstan)”, the Federal State Institution “Directorate of the State Customer for the Implementation of the Federal target program"Modernization transport system of Russia" (FGU "Rostransmodernization"), hereinafter referred to as "Party-1", represented by General Director Igor Yuryevich Zyablitsky, acting on the basis of the Charter, guided by the Decree of the Government of the Russian Federation of December 5, 2001 No. 848, the order of the Ministry of Transport of the Russian Federation dated April 22, 2009 No. IL-33-r, on behalf of the Russian Federation, the Ministry of Transport and Road Facilities of the Republic of Tatarstan, hereinafter referred to as “Party-2”, represented by Minister Safin Lenar Rinatovich, acting on the basis of the Regulations on the Ministry of Transport and Road Facilities of the Republic of Tatarstan, approved by Resolution of the Cabinet of Ministers of the Republic of Tatarstan dated July 6, 2005 No. 317 and on behalf of the Cabinet of Ministers of the Republic of Tatarstan, on behalf of the Republic of Tatarstan, and _______________________________________, hereinafter referred to as the “Investor”, represented by the General Director (Head) __________________, acting on basis of the Charter and selected in accordance with the decision of the Competition Commission for the selection of private investors for the creation of Objects Investment project(minutes dated .20 No.), collectively referred to as the “Parties,” have entered into this investment agreement (hereinafter referred to as the “Agreement”) as follows:

1. General Provisions
The purpose of concluding the Agreement is to regulate relations and coordinate actions within the framework of public-private partnership for the creation (design, construction) and operation of objects of the investment project “Creation of the Sviyazhsk interregional multimodal logistics center (Republic of Tatarstan)”, implemented in accordance with the Federal target program “Development of transport system of Russia (2010-2015)", approved by Decree of the Government of the Russian Federation of December 5, 2001 No. 848 (as amended on April 22, 2010), in order to increase freight flows along the international and interregional transport corridors "West - East" and "North - South" and generating income from transport and service activities through the creation of a complex of multimodal logistics center facilities in the area of ​​the Sviyazhsk station to organize, on the basis of modern logistics technologies, acceptance, temporary storage, processing, distribution, paperwork and dispatch of goods to their destination.
The investment project is complex and is carried out on the basis of public-private partnership, this Agreement and the developed project documentation, based on the materials of which a positive conclusion of the state examination was received (FGU "Glavgosexpertiza of Russia" Kazan branch) dated August 6, 2010 No. 0317-10/KGE- 1047/02.

2. Terms and definitions
The parties agree, in order to establish a valid common will and to avoid incorrect interpretation, unless otherwise appears from the context or is otherwise specified in the Agreement, that the following terms used in the text of the Agreement with a capital letter are used in the Agreement as follows: meanings:

Government contract	Civil contract for the supply of goods, performance of work, provision of services for government
Investment agreement	An agreement of a mixed (public law and civil) nature, concluded between Party-1, Party-2 and the Investor of the Investment Project, the financing of which is carried out respectively from the budgets of the Russian Federation, the Republic of Tatarstan and the Investor, providing for the Investor’s obligations to invest funds in the Objects Investment project and mutual partnership obligations between the Parties, the volume and forms of provision of private and public financing, as well as other conditions.
Investment project	Creation of the Sviyazhsk interregional multimodal logistics center (Republic of Tatarstan).
Investor	A subject of investment activity that makes capital investments using its own and (or) borrowed funds in the form of investments in an Investment project and ensuring their intended use.
Objects of the Investment Project	Building, engineering structures and production and technological equipment that functionally support the operational activities of the Sviyazhsk interregional multimodal logistics center as they are given in the Project documentation, including the facilities of private investors, and are indicated in Appendices No. 1-3 of this Agreement.
Design	The first stage of implementation of the Investment project, within the framework of which the development, coordination and approval of Project documentation is carried out.
Design documentation	Documentation that has passed the state examination and received a positive conclusion, containing materials in text form and in the form of maps (diagrams) and defining architectural, functional-technological, constructive and engineering solutions to ensure construction and (or) reconstruction Investment project objects developed by: In 2009-10, on the basis of the state contract dated September 14, 2009 No. RTM-58/09 between Party-1 and CJSC Kazan Giproniaviaprom; In 2009-10, on the basis of State Contract dated July 20, 2009 No. 118/434-D00800 between Party-2 and CJSC Kazan Giproniiaviaprom. In addition, documentation developed by the Investor in accordance with current legislation and the Agreement.
Working documentation	A set of materials consisting of drawings, specifications, calculations, estimates for them, developed in accordance with state standards, building codes and rules, as well as design assignments for the implementation of specific structures, types and volumes of work for the Construction of Investment Project Facilities.
Construction	The second stage of the Investment Project implementation, within the framework of which the creation of Objects of the Investment project, including the development of detailed construction documentation and production and technological equipment, commissioning, etc.
Exploitation	The third stage of implementation of the Investment project, within the framework of which the operation is carried out Objects of the Investment project and ensuring return on investment for Investors of the Investment project.
Coordination advice	The working body for coordinating the actions of the Parties to the Investment Agreement, carrying out its activities in accordance with Appendix No. 5 to the Investment Agreement.

This Agreement is interpreted by the Parties in accordance with the usual meanings of the terms used in it, according to the rules of the Russian language and formal logic. The headings and subheadings at all levels used in this Agreement are intended solely for convenience of reference and shall not be construed or construed as in any way limiting or expanding the language of the provisions to which such headings may apply.
Unless the context otherwise requires, words in the singular include the plural and vice versa, and words having a meaning of any kind include any other kind.
Appendices and additional agreements to this Agreement are an integral part thereof and have the same legal force as if they were set out directly in the Agreement itself.
References to appendices, articles and clauses are links, respectively, to appendices, articles and clauses of the Agreement (unless otherwise stated), and links to sub-clauses within clauses and appendices to the Agreement are links to sub-clauses of the corresponding clause and appendix to the Agreement (unless otherwise indicated other).
References to any document or agreement (including this Agreement) include references to such document or agreement as amended, amended, supplemented, replaced, nominated or assigned from time to time.
The words “other,” “includes,” and “including” are not intended to be limiting or exclusive in any way.

3. Subject of the Agreement
3.1. The subject of this Agreement is:
- implementation by the Investor of financing in the amount of at least ________________________ billion rubles [established on the basis of a competitive application] in the form of direct capital investments in an investment project no later than December 31, 2013.
- relations within the framework of public-private partnership of the Parties for the implementation of the Investment project, including mutual obligations of the Parties for the implementation capital investments, design, construction of Investment Project Facilities, as well as relations between the Parties arising during the operation stage of the Investment Project Facilities.
3.2. The investment project includes:
3.2.1. Creation of Investment Project Objects, designed and constructed at the expense of the federal budget. Scroll specified objects is given in Appendix No. 1, the volume of investments in such objects is given in Appendix No. 4 to the Agreement.
3.2.2. Creation of Investment Project Objects, designed and constructed at the expense of the budget of the Republic of Tatarstan. The list of these objects is given in Appendix No. 2, the volume of investments in such objects is given in Appendix No. 4 to the Agreement.
3.2.3. Creation of Investment Project Objects, designed and constructed at the expense of the Investor. The list of such Objects of the Investment Project is given in Appendix No. 3 to the Agreement, the investment schedule is in Appendix No. 8, Summary indicators of the Object of the Agreement are in Appendix No. 9.

3.3. Responsibilities of Party-1:
3.3.1. In accordance with the deadlines and volumes determined by the Federal Target Program “Development of the Transport System of Russia (2010-2015)”, based on the established budget limits, it finances the design and construction of the Investment Project Facilities specified in Appendix No. 1. Volumes of financing of the Investment Project from the budget of the Russian Federation by year and an enlarged schedule are given in Appendix No. 4 to the Agreement.
3.3.2. Places on a competitive basis in accordance with the legislation of the Russian Federation government orders to perform work (services) in relation to the Investment Project Objects specified in Appendix No. 1.
3.3.3. Provides targeted and efficient use budget funds Russian Federation allocated for the implementation of the Investment Project.
3.3.4. Receives permission to put facilities created at the expense of the budget of the Russian Federation specified in Appendix No. 1 to the Agreement into operation in the manner prescribed by current legislation.
3.3.5. Carries out the operation of the Investment Project Facilities specified in Appendix No. 1, within the framework of existing powers.
3.4. Responsibilities of Party-2:
3.4.1. In accordance with the terms and volumes determined by the Law of the Republic of Tatarstan on the budget of the Republic of Tatarstan for the corresponding fiscal year carries out, on the basis of the agreed budget limits, the financing of the design and construction of the Investment Project Facilities specified in Appendix No. 2. The volumes of financing of the Investment Project from the budget of the Republic of Tatarstan by year and the enlarged schedule are given in Appendix No. 4 to the Agreement.
3.4.2. For the purpose of construction of the Investment Project Facilities, it carries out seizure, including through redemption, land plots, necessary for the construction and subsequent operation of the Investment Project Facilities, with the exception of land plots necessary for the creation of the Investment Project Facilities specified in Appendix No.
3.4.3. Places on a competitive basis in accordance with the legislation of the Russian Federation state orders for the performance of work (services) in relation to the Investment Project Objects specified in Appendix No. 2.
3.4.4. Ensures the targeted and effective use of budget funds of the Republic of Tatarstan allocated for the implementation of the Investment project.
3.4.5. Carries out the operation of the Investment Project Facilities specified in Appendix No. 2, within the framework of existing powers.
3.5. Investor at his own expense:
3.5.1. On your own or with the involvement of third-party organizations develops, approves and ensures the passage of examination in the prescribed manner Design and Working documentation for the Objects of the Investment Project, defined by section 4 of the Agreement, creates the Object of the Agreement, in accordance with the investment schedule (Appendix No. 8 [determined on the basis of the competitive application]) and the Summary indicators of the Object of the Agreement (Appendix No. 9 [determined on the basis of documents and materials of the competitive applications: technical and economic indicators of the facility, the amount of funds invested in the design and construction of investment project facilities, target indicators for the volume and quality of services provided after the facility is put into operation, discounted price limits(tariffs) for work performed, services provided, surcharges to such prices (tariffs)]).
3.6. Investments of the Parties under this Agreement are irrevocable, except for cases established by current legislation and this Agreement.
The obligations of the Parties regarding the subject of this Agreement are reciprocal obligations of the Parties.
The parties undertake to exercise their rights and obligations voluntarily, in good faith, acting in the common interests to achieve the goals of this Agreement.

4. Object of the Agreement
4.1. The object of the Agreement is ___________ [in accordance with the name of the corresponding Open Tender Lot].
The composition of the Object of the Agreement and its main characteristics are given in Appendix No. 3 to this Agreement.
4.3. The investment schedule for the creation of the Object of the Agreement is given in Appendix No. 8 [determined on the basis of the competitive application of the participant in the open tender].
4.4. Summary indicators of the Object of the Agreement are given in Appendix No. 9 [determined on the basis of documents and materials of the competitive application: technical and economic indicators of the object, the amount of funds invested in the design and construction of investment project objects, target indicators for the volume and quality of services provided after the object is put into operation , given discounted marginal prices (tariffs) for work performed, services provided, premiums to such prices (tariffs)].
4.5. Property rights to the object of the Agreement belong to the Investor.
4.6. The parties undertake to provide assistance necessary for state registration of the Investor's ownership of the object of the Agreement.
4.7. State registration of the rights specified in clause 4.5. of this Agreement is carried out at the expense of the Investor.
4.8. The risk of accidental death or accidental damage to the object of the Agreement is borne by the Investor.

5. Creating an Agreement object
The investor is obliged to create the object of the Agreement, the composition and main characteristics of which are given in Appendix No. 3 to this Agreement on the basis of the Summary indicators of the Object of the Agreement (Appendix No. 9 [determined on the basis of documents and materials of the competitive application: technical and economic indicators of the object, the amount of funds invested in design and construction of investment project facilities, target indicators for the volume and quality of services provided after the facility is put into operation, discounted marginal prices (tariffs) for work performed, services provided, premiums to such prices (tariffs)]), including:
5.1.1. Prepare and within the time specified in clause 9.2. of this Agreement to approve the task for designing the object of the Agreement. The design assignment must be agreed upon with Party-1 and Party-2 for its compliance with the Investment Project. Coordination is carried out within 10 (ten) working days from the date of receipt and is formalized in writing.
5.1.2. Ensure development within the time period specified in clause 9.3. Agreement, approve the Design Documentation of the Agreement object. The project documentation must be agreed upon with Party-1 and Party-2 for its compliance with the Investment Project. Approval is carried out within 10 working days and is drawn up in writing by obtaining signatures from authorized persons of Party-1 and Party-2. The project documentation must comply with the requirements for the object of the Agreement by the Investment Project. The investor ensures that, in accordance with the established procedure, a positive expert opinion is received on the developed design documentation for the object of the Agreement in accordance with the procedure established by the current legislation of the Russian Federation.
5.1.3. Within the period specified in clause 9.4. of this Agreement to put the object of the Agreement into operation in the manner established by the legislation of the Russian Federation.
5.2. The investor has the right to involve third parties in the implementation of work to create the object of the Agreement, for whose actions he is responsible as for his own.
5.3. Party-1 and Party-2 undertake to provide the Investor the necessary conditions to carry out work to create the object of the Agreement, including taking the necessary measures to ensure free access The investor and his authorized persons to the Object of the Agreement and the land plot on which the object of the Agreement will be located.
5.4. The investor is obliged to make investments in the creation of the object of the Agreement, in the volumes, forms and within the time limits established:
- investment schedule for the Object of the Agreement, defined in clause 4.3. Agreements;
- general work schedule for the Object of Agreement;
- a quarterly design schedule submitted for approval to Party-1 and Party-2 after 15 (fifteen) days from the date of conclusion of this Agreement;
- an annual construction schedule submitted for approval to Party-1 and Party-2 after 30 days from the date of receipt of the construction permit.
5.5. The completion of work by the Investor at each stage of the Agreement is formalized by a Certificate signed by the Parties on the fulfillment of the Investor’s obligations.
5.6. The investor is obliged to ensure the commissioning of the object of the Agreement with the characteristics specified in Appendix No. 3 and Appendix No. 9 to the Agreement.
5.7. To coordinate the work of the Investment Project participants at the stages of Design, Construction and Operation of the Investment Project Facilities, the Parties are creating a Coordination Council for the design, construction and operation of the Sviyazhsk interregional multimodal logistics center (Republic of Tatarstan). The regulations on the Coordination Council are given in Appendix No. 6 to this Agreement.

6. Obligations of the Parties
When executing the Agreement, each of the Parties, unless otherwise follows from the subject of the Agreement under clause 3, has the following obligations.
6.1. Responsibilities of Party-1:
6.2. Responsibilities of Party-2:
Ensure full implementation of the obligations assumed under this Agreement.
Provide the necessary assistance to the Investor in approving the Project documentation in established by law order and connection to communications in accordance with the terms of the Project Documentation.
Provide the Investor with tax benefits in accordance with the procedure established by the current federal legislation and the legislation of the Republic of Tatarstan.
6.3. Responsibilities of the Investor:
For three years, the investor is obliged to invest annually at least ten percent of the amount of declared investments in the construction of facilities.
Immediately conclude a land lease agreement.
Make payment in full current taxes and fees in budget system Russian Federation and the Republic of Tatarstan, mandatory insurance contributions to the relevant funds, the obligation to pay which arises from the Investor in connection with investment activities under this Agreement.
Carry out liability insurance to third parties for the amount of the monetary equivalent of own and borrowed investments (in accordance with the competitive application) under this Agreement at the expense of own funds.
Operate the Object of the Agreement solely for the purposes of this Agreement.
When operating the object of the Agreement, be guided by the General Technological Process and the Land Planning Organization Scheme
sites (volume 2.2.1 of the Project documentation developed on the basis of the state contract dated September 14, 2009 No. RTM-58/09), which are Appendix No. 7 to this Agreement, comply with the processing nomenclature and other standards of activity of the Sviyazhsk interregional multimodal logistics center (Republic Tatarstan).
Immediately notify the Parties to the Agreement about the occurrence of the following circumstances:
- the appearance of signs in the Investor that, in accordance with current legislation, serve as grounds for declaring the Investor bankrupt;
- making a decision on the reorganization or liquidation of the Investor;
- other circumstances allowing the Investor to assume the occurrence of obstacles to the execution of this Agreement.

7. The procedure for providing land plots to the Investor
Party-2 undertakes to take all necessary measures within the framework current legislation to provide the Investor with a lease of the land plot on which the object of the Agreement will be located and which is necessary for the Investor to carry out activities under this Agreement.
7.2. The land plot on which it is planned to create the object of the Agreement indicated in clause 4.1. The Agreement is the state property of the Republic of Tatarstan, on the basis of certificate No. _______ on state registration of the rights of Party-2.
7.3. Description of the land plot, including its cadastral number, location, area, description of boundaries, extract from the state land cadastre, is given in Appendix No. 6 to this Agreement.
7.4. Termination of this Agreement is grounds for termination of the land lease agreement.
Before providing the Investor under a lease agreement with the land plot necessary for the creation of the object of the Agreement by the Investor, Party-2 undertakes to take the necessary measures to allow the Investor's representatives access to the land plot to carry out design and survey work.

8. Procedure for the use by the Investor of the object of the Agreement
8.1. Under this Agreement, the Investor is obliged to operate the Agreement Object specified in Section 4 of this Agreement in accordance with its purpose and with the requirements established by the legislation of the Russian Federation, including:
a) requirements for the transport and operational state of the Agreement Object;
b) requirements for the transfer of property and other rights necessary for the creation and operation of the Agreement Object;
c) the procedure for ensuring liability for risks, including financial liability, including risks associated with ensuring road safety at the Agreement Site;
d) the procedure for monitoring the operation of the Agreement Object;
e) requirements and rules for the operation of the Agreement Object;
f) ensuring unimpeded access to the Agreement Site for representatives of government bodies providing supervision and control over the operation of the Agreement Site, as well as authorities in the field of road safety;
g) other requirements provided for by the current legislation of the Russian Federation.
8.2. When operating the object of the Agreement, the Investor is obliged to:
 be guided by the Scheme for the planning organization of land plots (volume 2.2.1 of the Project Documentation, developed on the basis of the state contract dated September 14, 2009 No. RTM-58/09) and the General Technological Process given in Appendix No. 7;
 have the necessary capacity to ensure normal functioning (transshipment, processing and storage of goods, etc.), in accordance with the purpose of the object of the Agreement.
8.3. The investor is obliged to maintain the object of the Agreement in good condition, to carry out current and major renovation, bear the costs of maintaining the object of the Agreement.
8.4. Products and income received by the Investor as a result of the operation of the object of the Agreement are the property of the Investor.
8.5. The property created or acquired by the Investor as a result of the operation of the object of the Agreement is the property of the Investor.
8.6. The investor is obliged to take into account the object of the Agreement on his balance sheet and make appropriate depreciation charges.

9. Terms under this Agreement
9.1. This Agreement comes into force from the date of its signing by authorized representatives of the Parties and affixing their seals (if any) and is valid for 49 (forty-nine) years.
9.2. The deadline for approval of the task for designing the object of the Agreement is " " 20 [determined on the basis of the competitive application of the participant in the open competition]
9.3. The deadline for approval of the Project Documentation of the Agreement object is " " 20 [determined on the basis of the competitive application of the participant in the open competition]
9.4. The deadline for commissioning the object of the Agreement is " " 20 [determined on the basis of the competitive application of the participant in the open tender], but no later than December 31, 2015.
9.5. The investor has the right to fulfill the obligations established in paragraphs 9.2 ahead of schedule. - 9.4. Agreements.

10. The procedure for Party-1 and Party-2 to monitor the Investor’s compliance with the terms of this Agreement
10.1. Party-1 and Party-2 exercise control over the Investor’s compliance with the terms of this Agreement, including obligations to carry out the activities specified in Sections 5 and 7 of this Agreement, obligations to use (operate) the object of the Agreement in accordance with the subject of this Agreement, deadlines for fulfillment obligations specified in section 9 of this Agreement, as well as other actions of the Investor to be performed in pursuance of this Agreement.
10.2. The investor is obliged to provide monthly progress reports no later than the tenth day of the current month accepted obligations under the Agreement.
10.3. The Investor is obliged to provide authorized representatives of Party-1 and Party-2, who monitor the Investor’s compliance with the terms of this Agreement, unimpeded access to the object of the Agreement, as well as to documentation related to the implementation of activities specified in Sections 5 and 8 of this Agreement.
To gain access to the object of the Agreement, authorized representatives of Party-1 and/or Party-2 notify the Investor about control measures 3 (three) business days before they are carried out, in a manner that allows one to reliably establish the fact of notification of the authorized representative of the Investor about control measures.
At the same time, the Investor is informed what specific control measures will be carried out, at what facilities and what documentation the Investor must provide to Party-1 and/or Party-2 for control.
Based on the results of control activities, within five working days from the date of completion of the control activity, an Act is drawn up, signed by the Investor and the Party that carried out the control activities.
Control activities should not interfere with the normal activities of the Investor.
10.4. Provide, at the request of Party-1 or Party-2, all documentation necessary to confirm the fulfillment of obligations under the Agreement within 10 (ten) working days.
10.5. Party-1 and Party-2 have no right to interfere with the implementation economic activity Investor.
10.6. If Party-1 or Party-2 discovers violations during the monitoring of the Investor’s activities that may significantly affect the Investor’s compliance with the terms of this Agreement, Party-1 or Party-2, respectively, is obliged to notify the Investor about this within 5 (five) calendar days. days from the date of detection of these violations and require the Investor to eliminate the detected violations within a reasonable time.
10.7. The parties are obliged to promptly provide each other with the information necessary to fulfill their obligations under this Agreement, and to immediately notify each other of the occurrence of significant events that could affect their proper performance.

11. Guarantees of the Parties
11.1. Investors enjoy guarantees of stability of the rights of investment activity, protection of investments (capital investments) regardless of the form of ownership, equal conditions of activity, excluding the use of discriminatory measures that could interfere with the management and disposal of investments, the right to appeal to the court decisions and actions (inaction) of government bodies authorities, local governments and their officials, openness in the discussion of investment projects, the right to apply to government authorities in order to obtain measures of state support for investment activities, preservation of the funds provided for the period of implementation of the investment project tax benefits for payment of republican taxes.
11.2. Investments cannot be nationalized or requisitioned free of charge, and measures equal to those indicated in terms of consequences cannot be applied to them. The application of such measures is possible only subject to preliminary, equivalent and full compensation by the state to the investor for all losses caused by the alienation of invested property or property acquired by the Investor with funds invested in accordance with the terms of this Agreement, in accordance with the Constitution of the Russian Federation, in the manner and on the terms that determined by the current legislation of the Russian Federation.
11.3 The investor guarantees the fulfillment of his obligations under this Agreement with all capital and property belonging to him, as well as his good name and business reputation.

12. Responsibility of the Parties
12.1. Unilateral refusal to fulfill obligations under the Agreement is not permitted.
12.2. Losses caused to one Party to the Agreement as a result of actions (inactions) of the other Party to the Agreement are subject to compensation by the guilty Party in accordance with the current legislation of the Russian Federation.
If there is more than one injured Party, compensation for losses by the guilty Party is carried out in proportion to the amount of funds invested by the injured Parties as part of the fulfillment of their obligations under this Agreement.
12.3. Investor's responsibility:
12.3.1. The investor is liable to Party-1 and Party-2 for any violation of the requirements established by this Agreement, the requirements of technical regulations, design documentation, and other mandatory requirements for the quality of the Agreement object committed during the creation of the Agreement object in the amount of direct expenses of the Parties to the Agreement incurred by them to achieve the indicators Investment project within the planned time frame in connection with the implementation of this Agreement. In this case, Party-1 and Party-2 reserve the right to demand compensation for losses by the Investor, as well as payment by the Investor of a penalty in the amount of 0.1% (zero point one percent) of the amount established in clause 3.1. Agreements for each day of delay or failure to fulfill relevant obligations.
12.3.2. Party-1 and Party-2 have the right to demand from the Investor compensation for losses caused by a significant violation by the Investor of the requirements specified in clause 12.3 of this Agreement, if these violations were not eliminated by the Investor within a reasonable time, determined by Party-1 or Party-2 in the requirement for elimination of violations provided for in clause 10.6. present agreement.
12.3.3. The investor is responsible to Party-1 and Party-2 for the quality and timing of the work to create the object of the Agreement.
12.3.4. The Investor is obliged, in the event of non-fulfillment or improper fulfillment by the Investor of urgent obligations under the Agreement, to pay Party-1 and Party-2 to the appropriate budget a penalty in the amount of 0.1% (zero point one percent) of the amount established in clause 3.1. Agreements for each day of delay.
12.4. If it is established that a Party to the Agreement has violated the confidentiality provisions provided for in this Agreement, the violating Party, in addition to compensation for losses incurred by the other Parties to the agreement, is obliged to pay them a penalty in the amount of 0.1% (zero point one percent) of the amount established in clause 3.1. Agreements for each day of delay.
12.5. Any of the Parties has the right not to begin to fulfill its obligations under this Agreement or to suspend their fulfillment by notifying the other Parties to the Agreement about the suspension of fulfillment of its obligations (indicating the relevant grounds), in the event that the other Party’s violation of its obligations under this Agreement prevents the fulfillment of these obligations other Parties.
12.6. Payment of the penalty does not relieve the Parties from the actual fulfillment of obligations under this Agreement.

13. Force majeure circumstances
13.1. Force majeure is any event or circumstance beyond the control of a Party to the Agreement, which occurred through no fault or negligence of the Party and which could not have been avoided by taking reasonable measures if that Party had taken all reasonable measures to prevent or mitigate such an event. Such an event or circumstance leads to the actual and/or legal impossibility of the Party to the Agreement fulfilling one or more of its obligations and agreements under the Agreement, including the financing of the Investment project, if such impossibility of fulfilling obligations could not be prevented or overcome by taking reasonable measures.
13.2. For the purposes of the Agreement, the following events are recognized as force majeure, in particular, if they have an impact on the fulfillment of the obligations of a Party to the Agreement: strikes, hostile actions on the part of other states, a state of war (regardless of whether there was a declaration of war or not), uprisings, terrorist acts, civil unrest, natural disasters that have a significant impact on the implementation of the Investment project, floods, hurricanes, earthquakes, shock waves caused by airplanes and other aircraft traveling at sonic or supersonic speeds, fires or explosions, falls of celestial bodies, or other actions or reasons, emergency situations arising as a result of man-made accidents, requisition, nationalization.
13.3. The Parties to the Agreement also consider the following to be force majeure circumstances:
- actions and inactions of state authorities and local governments, regulations of state authorities and local governments that prevent the Parties from fulfilling their obligations under the Agreement, except in cases where such actions (inactions), regulations are related to non-fulfillment (improper performance) by the Party provisions of current legislation, other circumstances that the relevant Party could reasonably have foreseen and prevented.
13.4. The procedure for interaction between the Parties in the event of force majeure circumstances
- The Parties to the Agreement are released from liability for partial or complete failure to fulfill obligations determined by the terms of the Agreement, or for their improper fulfillment, if they prove that such failure to fulfill obligations occurred due to force majeure circumstances of an extraordinary nature, independent of the will of the Parties, that arose after the conclusion Agreement and preventing the proper implementation of the terms of the Agreement, which the Parties could not foresee and prevent by taking any reasonable measures.
- force majeure circumstances are confirmed by authorized state bodies in the manner approved for this by the current legislation.
- The Party for which it is impossible to properly fulfill its obligations under the Agreement is obliged to immediately notify the other Parties by fax, and then by registered mail, about the occurrence of force majeure circumstances and their impact on the fulfillment of the terms of the Agreement. A Party that has not notified the other Parties of force majeure circumstances preventing the fulfillment of obligations under the Agreement shall not have the right to subsequently refer to them.
- in the event of force majeure circumstances, the Parties are released from fulfilling their obligations for the entire period of existence of the mentioned circumstances. After the termination of the mentioned circumstances, the Parties immediately begin or continue to fulfill their obligations. The deadline for the Parties to fulfill their obligations under this Agreement is extended in proportion to the duration of the force majeure circumstances.
- if force majeure circumstances continue for more than 3 calendar months, show no signs of termination, and their effect causes a significant violation of the rights and interests of at least one of the Parties, then each of the Parties will have the right to initiate termination of this Agreement in court.

14. Change of Agreement
14.1. This Agreement may be amended by agreement of the Parties. Amendments to this Agreement are made in writing.
14.2. The basis for changing the terms of this Agreement is a significant change in the circumstances from which the Parties proceeded when concluding this Agreement.
14.3. This Agreement is amended by agreement of the Parties in the event that the legislation of the Russian Federation, a constituent entity of the Russian Federation, and regulatory legal acts of local government bodies establish norms that worsen the situation of the Investor in such a way that he is significantly deprived of what he had the right to count on when concluding this Agreement , except for the case when these standards were established by amending technical regulations, another regulatory legal act of the Russian Federation regulating relations for the protection of subsoil, environment, health of citizens, and the Investor, when carrying out the activities specified in clause 8.1 of this Agreement, does not provide services (work) to consumers of work and services at regulated prices (tariffs) and (or) taking into account regulated markups on prices (tariffs).
14.4. The terms of this Agreement, determined on the basis of the Investor’s competitive application, are subject to change only if, during the term of this Agreement, the legislation of the Russian Federation, a constituent entity of the Russian Federation, and regulatory legal acts of local government bodies establish norms that worsen the situation of the Investor in such a way that he is significantly deprived of what he had the right to count on when concluding this Agreement.
14.5. In order to make changes to the terms of this Agreement, one of the Parties sends to the other Parties a corresponding proposal justifying the proposed changes. The parties that received the proposal, within 30 calendar days from the date of receipt of the proposal, consider it and decide whether to agree or refuse to make changes to the terms of this Agreement.
14.6. This Agreement may be amended at the request of one of the Parties by a court decision on the grounds provided for by the current legislation of the Russian Federation.
14.7. The investor has the right to transfer, with the consent of Party-1 and Party-2, to third parties his rights and obligations under this Agreement solely from the moment of commissioning of the object of the Agreement by assigning a claim or transferring a debt under this Agreement.
14.8. When one of the Parties to the Agreement is reorganized, all rights and obligations of the Party under the Agreement are transferred in full to the legal successor of the reorganized Party. In case of reorganization of a Party in the form of division (allocation), the legal successor is determined constituent documents one of the newly created legal entities in accordance with the separation balance sheet.

15. Termination of the Agreement
15.1. This Agreement is terminated:
a) upon expiration of the validity period;
b) by agreement of the Parties;
c) on the basis of a court decision on its early termination;
d) on the grounds provided for by the current legislation of the Russian Federation.
15.2. The Agreement may be terminated by the Parties in the event of failure to provide planned government funding in relation to the funds provided for in Appendices No. 1 and 2 to the Agreement, in accordance with the requirements of budget legislation, in particular:
- failure to include the amounts necessary to finance the facilities specified in Appendix No. 1 and 2 to the Agreement in federal law O federal budget for the corresponding year, or in the law on the budget of the Republic of Tatarstan for the corresponding year;
- failure to include the amounts necessary to finance the facilities specified in Appendix No. 1 and 2 to the Agreement in the relevant federal and regional long-term programs that serve as the basis for introducing appropriate amendments to the law on the budget of the Russian Federation or the Republic of Tatarstan.
The consequence of termination of the Agreement on the grounds specified in this paragraph will be the emergence of a joint obligation on Party-1 and Party-2 to purchase the part of the object of the Agreement created at the time of termination of the Agreement at a price determined by an independent assessment.
15.3. This Agreement may be terminated early based on a court decision at the request of one of the Parties in the event of a significant violation by the other Party of the terms of this Agreement, a significant change in the circumstances from which the Parties proceeded when concluding it, as well as on other grounds provided for by federal laws.
15.4. Significant violations by the Investor of the terms of this Agreement include:
a) violation of the deadlines for creating the object of the Agreement established by Section 9 of this Agreement by more than 90 (ninety) calendar days;
b) use (operation) of the object of the Agreement for purposes not established by this Agreement, not in accordance with this Agreement and project documentation, except for the cases specified in this Agreement.
c) violation of the procedure for disposing of the object of the Agreement established by this Agreement, the procedure for using (operating) the object of the Agreement;
d) failure or improper fulfillment by the Investor of the obligations specified in sections 5,6 and 8 of this Agreement, including termination or suspension by the Investor of the relevant activities without the consent of Party-1 and Party-2.
15.5. Significant violations by Party-1 of the terms of this Agreement include failure to fulfill or improper fulfillment of the obligations established by clauses 3.3.1. and 3.3.2. present agreement.
15.6. Significant violations by Party-2 of the terms of this Agreement include failure to fulfill or improper fulfillment of the obligations established by clauses 3.4.1., 3.4.2. present agreement.
15.7. In the event of termination of this Agreement by a court decision, Party-1 and Party-2 undertake to reimburse reasonable and documented expenses incurred by the Investor in pursuance of this Agreement.

16. Dispute resolution
16.1. All disputes and disagreements that may arise between the Parties under this Agreement or in connection with it shall be resolved through negotiations.
16.2. If agreement is not reached as a result of the negotiations, the Party declaring the existence of a dispute or disagreement under this Agreement shall send a written claim to the other Parties.
16.3. The claim must contain:
- a reference to the provision of the Agreement establishing the obligation from which the claim arises;
- description of the breach of obligation;
- requirement of the Party;
- date of filing the Claim.
The claim must be signed by an authorized person.
16.4. The period for consideration of a claim is set at 10 (ten) working days from the day following its receipt. Before the expiration of this period, the Party to the Agreement that received the claim either satisfies it or provides the Party to the Agreement that filed the claim with a written, justified refusal to satisfy the claim. In these cases, as well as after the expiration of the period established for responding to the claim, the claim procedure is considered to be complied with.
16.5. If the Parties do not reach an agreement, disputes arising between the Parties shall be resolved in accordance with the legislation of the Russian Federation, in Arbitration Court Moscow.

17. Final provisions
17.1. The Party that has changed its location and (or) payment details is obliged to notify the other Parties of this within 5 business days from the date of such change.
Actions taken using the previous payment or postal details before receipt of notification of their change are recognized as appropriate actions to fulfill the terms of the Agreement.
17.2. All financial and other information mentioned in the text of the Agreement, annexes and additional agreements thereto are confidential. Neither Party has the right to disclose such information during the term of the Agreement, in whole or in part, to third parties without the prior written consent of the other Parties, unless this follows from the requirements of regulations or the substance of the corresponding obligation established by the Agreement. The parties hereby undertake not to disclose confidential information that has become known to them in connection with the execution of this Agreement, also for 2 (two) years after the expiration of the Agreement or early termination, If regulations not stated otherwise.
17.3. Any communications (including, for the avoidance of doubt, all communications constituting or relating to any acknowledgment, agreement, modification, approval, consent, assignment, disclosure, notice, authorization, provision of evidence, request, clarification or waiver of rights ), sent under or in connection with this Agreement, shall be delivered by registered mail with return receipt requested, accompanied by a copy of the document being sent by fax or courier service.
17.4. This Agreement is drawn up in Russian in 3 (three) original copies having equal legal force.
17.5. If any provision of this Agreement or its application is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any other application thereof shall not be affected or impaired thereby. If any provision is found to be invalid, illegal or unenforceable, this Agreement will be amended in writing to replace such provision with an enforceable provision mutually acceptable to all Parties.
17.6. By signing this Agreement, the Parties confirm that they have agreed on all and sundry essential conditions Investment agreement.
17.7. On any and all issues that have not found their solution in the text and terms of this Agreement, but directly or indirectly arising from the relations of the Parties hereunder, affecting the property interests and business reputation of the Parties to the Agreement, bearing in mind the need to protect their legally protected rights and interests, the Parties Agreements will be guided by the norms and provisions of the current legislation of the Russian Federation, good will and common sense.

18. Full names, location addresses, identifying and contact information, payment details of the Parties
Side 1:
Federal State Institution “Directorate of the State Customer for the Implementation of the Federal Target Program “Modernization of the Transport System of Russia” (FGU “Rostransmodernization”)
109012, Moscow, Rozhdestvenka st., 1, building 1.

Side 2:
Ministry of Transport and Road Facilities of the Republic of Tatarstan
420061, Republic of Tatarstan, Kazan, Ershova St., 31a.

Investor:

19. Signatures of the Parties:
By signing this agreement, the Parties confirm that, in accordance with the established procedure, they are vested with the appropriate necessary authority to conclude this Agreement on the terms set out herein. The Parties have received sufficient and reliable confirmation of the competence of the other Parties to conclude this Agreement.
The parties represent and warrant that by entering into this Agreement they do not violate any other agreements or other obligations with respect to third parties.
The parties have studied the text of this Agreement, fully understand its meaning and are aware of the consequences of concluding it on the stated terms, and express full and unconditional agreement with the terms of the Agreement. The parties have received a sufficient and reliable understanding of the legality of concluding this Agreement and its legal consequences.

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