First party: Al-Salam State Company, One of the Ministry of Communications` formations represented by the …………... …………… the Director General in his official capacity

 Address: Baghdad / Al Alawi behind the Institute of Communication

 Phone: (009640153897) land line

 E-mail: info@alsalam.gov.iq

  Second party: (                             ) Company, represented by Mr.

 Registered address:

 Operational address:

 E-mail:

 Phone:

 Based on the esteemed minister`s endorsement according to the letter numbered (        ) on (           ) of what is included in the meeting minute of the Board of Directors of Al-Salam State Company in its regular session number (     ) for the year (      ) and based on article 15 of Companies Law number 22 for 1997 and the directives and instructions in force, both parties agree on the following:

 Subject of the contract:

Participation of contract`s above mentioned parties in the implementation of specialization contracts awarded to first party from the beneficiaries of what is available to the parties thereof of experiences and available capabilities after studying each project separately and the acceptance by both parties the implementation of these contracts, and for the purpose of participation in the technology transfer process of what these companies have of scientific and technical potential and upgrade the scientific implementation level of company`s staff through their participation in what is been performed of projects and achieving  revenue and financial resources.

Item (1): First party`s Obligation

1. Prepare engineering and technical staff required for work under the Participation of the above Contract.
2.  Exchange experiences and information on mutual activities.
3. Seek to facilitate the entry of materials required by the execution of contracts that are performed under the Participation Contract above and are included in customs and tax exemptions whenever possible and provide the facilities given.
4. Provide second party with support and assistance in approaching competent authorities and coordinating with it to complete the work subject of the contract.
5. Secure entry visa for second party`s representative and employees.
6. First party shall participate in obtaining projects relating to the Ministry of Communications and other relevant ministries and within the competence of the work of the two parties.
7. Reimbursement of the reminder of second party`s entitlements agreed in item (5) of the contract within a period of (30) after first party`s completion of the works agreed on with the beneficiary in accordance with the contracted specifications and the receipt of the full amount of the contract thereof.

 

Item (2): Second party`s Obligations

1. Obtain work opportunities (contracts) of first party to be implemented under the Participation Contract.
2.  Second party shall involve 50% of first party`s employees within the work staff required to implement the works of the contracts that being implemented under the Participation  contract as of the date of their commencing the work and he shall apply the laws and regulations with respect to whom and second party shall bear their salaries and financial entitlements.
3. To abide by the contractual conditions agreed by first party with beneficiaries otherwise, he shall bear the responsibility, financial and legal consequences therefore.
4. Second party shall bear taxes and fees including duty stamp, judicial duty stamp and expenses incurred on the contract made between first party and beneficiaries.
5. Provide performance bond at the value of 5% of the amount of the contracts awarded to first party from the beneficiaries in a form of a letter of guarantee or a certified cheque issued from an approved bank in Iraq and shall be valid throughout the duration of the contract above and shall not be released only upon the end of the duration of contracts above and settling the accounts between the two parties.
6. Procure insurance for all workers and equipment special of the project against accidents and damages incurred by them as a result of their work in joint operation.
7. Commence the implementation of contract items within a period agreed on by both parties and thereafter periods, set forth by the instructions of government contracts implementation applicable, shall be calculated.
8. He shall be responsible for damages incurred on Public Money due to his neglect or omission or violation of laws issued.
9. Shall adhere to on-site detection`s procedures for sites upon which the required contractual obligations shall be carried out under the contract concluded with the beneficiary and to eliminate all legal and physical problems and constraints.
10. Shall train personnel working in the implementation of projects according to what is been agreed and the nature and need of each project.

 Item (3): Contract Duration

Contract duration shall be (5) five years start from the date of contract signature, renewable and extendable by agreement of both parties.

 Item (4): Calculation of shares

The shares of first and second party shall be determined in accordance with the technical and economic feasibility study of the annexes of Participation Contract, from the total amount of contracts signed with the beneficiary by the first party.

 Item (5): Entitlements and debts

1. Entitlements shall be paid to second parties after first party receives any amounts from the beneficiaries within (7) seven days from the date of first party receipt of the amounts and it`s achieved in his account.
2. In case of any debts owed by second party payable to first party, shall be collected according to the law of government debts collection number (56) for 1977 as amended or any law replaced by.

Item (6): Joint operating management

Joint operating management of the contract above shall be formed by the parties thereof in an official letter be made by agreement, and shall be headed by second party and membership of two persons of first party, and shall be subject to increase depending on the volume of work and agreement of the parties, provided that the percentage of the vote shall be equally between the two parties, and shall assume the following:

•  Facilitate the work of Participation Contract`s items and overcoming the difficulties encountered.
•  Follow-up the implementation of the contracts concluded by first party with the beneficiaries which are being implemented under Participation Contract above.
•  Evaluate the results of Participation Contract every (6) six months and submit proposals to expand the work and to achieve an increase in revenue.
•   Install financial and administrative mechanism exclusive for the implementation of the project and joint operation taking into account the financial independence of Second Party.

 

 

Item (7): Mechanism of Disputes` Settlement and the laws in force

Disputes arise between the parties shall be settled amicably through negotiations within a period of (15) fifteen days from the date of the dispute and if failed to do so then Iraqi courts in the Baghdad Governorate is exclusively the party that be resorted to resolve the dispute and the Iraqi law shall be the applicable law.

    Item (8): disputes

1. In case of force majeure event beyond the control of both parties (natural catastrophes or wars) that prevent the implementation of contractual obligations of both parties, contract items related to parties obligations shall be amended by agreement and neither party shall have the right to demand any compensation for the damages incurred by him as a result of these force majeure events.
2. Second party shall bear penalties, if he is the cause of the , imposed by the beneficiary as a result of non-implementation of the work within the period stipulated in the contract.

 Item (9): Legal implications of breach of contract

In the event of second party`s breach of his contractual obligations in whole or in part and his in implementing his contractual obligations determined under this contract, he shall be given notification by first party of this breach within a period of (15) days from the date of receipt of the notification and the contract shall be deemed dissolved automatically and all proceedings shall be taken as well as demanding compensation, second party shall bear all financial and legal implications and his insurances shall be confiscated and he shall bear losses and damages as well as the loss of benefit from entitlements sustained by the first party as a result of a breach of second party and seeking another partner, in case second party provides adequate justifications then it shall be presented to the board of directors of first party to consider the reasons given based on which the resolution whether to continue with the contract or its termination shall be taken.

 Item (10): Legal Notifications

The addresses fixed in this contract are the approved for legal notifications (communications) and in case of change, other party shall be officially notified with the new address.

 

 

Item (11): Contract Language

The Arabic language copy of the contract shall be relied upon and shall be referenced only when parties differs in the interpretation of any of the terms of the contract.

 Item (12): Termination of Contract

The contract shall be terminated after the end of the legal period or termination of contract between the parties on agreement to do so provided that any of the parties wishing to do so shall notify the other party in writing a month prior to the date of termination and after the settlement of accounts and all belongings provided that it shall not harm the third party (the beneficiary).

 Item (13): Contract Amendment

Both parties and upon agreement may review any of contract items and negotiation in respect thereof for the purpose of amendment of change and according to the annexes in accordance with the instructions and terms of electrical, mechanical and chemical engineering contracting works.

 

Item (14): Confidentiality

Both parties shall adhere to completely confidential about the contract and everything related thereto provided that violator shall bear all legal and financial implications arising therefrom.

 -Item (15): Responsibility before third party

Second party shall bear all financial and legal implications arising from the works performed including responsibility before third party.

- Item (16): Exclusive Rights

Ownership of all the works` results and research resulting from contracts shall devolve to the first party; second party is not entitled to dispose of anything thereof or causing damage to first party.

 -Item (17): General Conditions

1. This contract is subject to the laws, instructions and orders in force in the Republic of Iraq and the instructions of Government Contracts implementation number (2) for 2014 with its amendments that are not inconsistent with the terms of the contract.
2. First party shall not be responsible for any loss resulting from any defect of second party.
3. Second party shall not be entitled to waiver this contract to any other party only after obtaining the written approval of first party.
4. Ownership of devices, equipment and machineries of the project shall devolve to first party after the end of contract duration and free of charge.
5. This contract is signed in Baghdad in three original copies on / /2015 and shall be deemed in force from the date of its signature.

 

Second party	First party
The Executive Director	Acting Director General in his official capacity
/  /2015	/  /2015