on the conditions of activity as a resident
of the Creative Industries Park
(hereinafter - "CIP")
Bishkek city
"__" ____ 2024
Public Foundation "Directorate of the Creative Industries Park", hereinafter referred to as "CIP Directorate", represented by Director Mamytova K.B., acting on the basis of the charter, on the one hand, and
LLC "___"/ JSC "_______"/ IE _______, hereinafter referred to as "Resident", represented by _______________ acting on the basis of _________, on the other hand
hereinafter jointly referred to as "Parties", and individually - "Party", or as indicated above, have concluded this Agreement on the conditions of activity as a CIP resident (hereinafter - "Agreement") on the following terms.
1. Subject of the Agreement
This Agreement defines the conditions of the Resident's activity in CIP, their rights and obligations, the rights and obligations of the CIP Directorate, the procedure for interaction between the Parties to this Agreement and the provision to the Resident of the special legal regime of CIP activity established by the legislation of the Kyrgyz Republic (hereinafter - "KR").
2. Rights and Obligations of the CIP Directorate
2.1. The CIP Directorate has the right to:
2.1.1. require the Resident to provide copies of statistical, accounting and other reports on the Resident's activities at the request of the CIP Directorate;
2.1.2. publish information about the Resident on its internet resource, including free publication of information about the Resident's name, logo, as well as trademark (service mark), commercial designation, etc. used by them (hereinafter - "means of individualization");
2.1.3. at its discretion, represent the interests of the Resident when interacting with government bodies, local self-government bodies, organizations on CIP activities;
2.1.4. distribute information about the Resident during official meetings, exhibitions, trainings, seminars and other events for the purpose of CIP development and promotion of the Resident's projects;
2.1.5. if the Resident's revenue for the last 12 months exceeds 8,000,000 (eight million) soms, require the Resident to provide an audit opinion on the reliability of annual accounting (financial) statements no later than the 20th day of the month following the month in which revenue exceeded 8,000,000 (eight million) soms;
2.1.6. require the Resident to make quarterly payments to the CIP Directorate in a timely manner and in full in the amount of 1 (one) percent of revenue received for the previous quarter as a result of CIP activities, other income and receipts;
2.1.7. require the Resident to fulfill obligations provided for by this Agreement and KR legislation;
2.1.8. conduct communication, information, and consultative activities for the Resident to enhance their potential.
2.1.9. To initiate negotiations on the termination of this Agreement in the event that the Resident has not carried out any activities for twelve (12) consecutive calendar months.
2.2. The CIP Directorate is obliged to:
2.2.1. as far as possible, provide information support for the Resident's activities within the CIP Directorate's budget;
2.2.2. provide the Resident with legal and methodological support to protect their interests in the process of interaction with authorized government bodies on issues related to CIP residency;
2.2.3. provide the Resident with information support on the application of CIP tax benefits;
2.2.4. after 6 (six) months from the moment of the Resident's registration in CIP, prepare a conclusion on the compliance of the CIP resident's activities with the requirements of Article 8 of the KR Law "On the Creative Industries Park";
2.2.5. control the Resident's compliance with the requirements of KR legislation regulating CIP activities;
2.2.6. verify at any time the Resident's fulfillment of obligations related to this Agreement.
2.3. The CIP Directorate may have other rights and obligations provided for by KR legislation.
3. Rights and Obligations of the Resident
3.1. The Resident has the right to:
3.1.1. independently form a production program and sell products (works, services, property rights to intellectual property objects) corresponding to CIP activities;
3.1.2. apply tax benefits to their activities subject to compliance with the requirements established by this Agreement and KR legislation;
3.1.3. place the means of individualization of the CIP Directorate on letterheads, company signs, business cards, advertising materials of the Resident in the manner established by KR legislation;
3.1.4. with the consent of the CIP Directorate, distribute information about CIP at exhibitions, seminars, official meetings and other similar events.
3.2. The Resident is obliged to:
3.2.1. carry out activities in accordance with CIP activities and the requirements of the KR Law "On the Creative Industries Park";
3.2.2. within 5 (five) working days from the moment of registration as a Resident, undergo registration tax registration with the tax authority;
3.2.3. quarterly submit to the CIP Directorate a report on the amount of revenue for the previous quarter;
3.2.4. after 6 (six) months from the moment of registration as a CIP resident, provide a report on their activities to the CIP Directorate with all documents requested by the CIP Directorate. The report must be submitted no later than the 10th day of the month following the sixth month from the moment of the Resident's registration;
3.2.5. within 3 (three) working days from the moment of receiving a request from the CIP Directorate, provide copies of statistical, accounting and other reports on their activities;
3.2.6. if the Resident's revenue for the last 12 (twelve) months exceeds 8,000,000 (eight million) soms, the Resident is obliged to conduct a mandatory audit and provide the CIP Directorate with an audit opinion on the reliability of annual accounting (financial) statements within the time limits established by the CIP Directorate;
3.2.7. annually, and at any time at the request of the CIP Directorate, provide a report on their activities with all documents requested by the CIP Directorate within the time limits established by the CIP Directorate;
3.2.8. quarterly transfer to the CIP Directorate account 1 (one) percent of the revenue received for the previous quarter as a result of CIP activities, other income and receipts, no later than the 10th day of the month following the expired quarter;
3.2.9. timely provide tax reports and pay taxes in accordance with the KR Tax Code, as well as fulfill other obligations in accordance with KR legislation;
3.2.10. In case of loss of CIP resident status, within 5 (five) working days from the date of termination of the Agreement, as provided in paragraphs 6.5 and 6.6, sign the relevant documents and return the CIP resident certificate to the CIP Directorate.
3.3. The Resident may have other rights and obligations provided for by KR legislation.
4. Liability of the Parties
4.1. The Parties are not liable for the obligations of the other Party to third parties.
4.2. In case of non-fulfillment or improper fulfillment by the Parties of obligations under this Agreement, the guilty Party compensates the other Party for losses caused in connection therewith in the manner prescribed by KR legislation.
4.3. For late payment of contributions to the CIP Directorate in accordance with subparagraph 3.2.9 of this Agreement, the Resident pays the CIP Directorate a penalty in the form of a fine in the amount of 0.5 (zero point five) percent of the overdue payment amount for each day of delay.
4.4. Payment of the penalty does not release the Resident from fulfilling the obligations provided for by this Agreement.
5. Force Majeure
5.1. Neither Party shall be liable for complete or partial non-fulfillment of their obligations if such non-fulfillment is a consequence of force majeure circumstances, i.e., extraordinary and unavoidable circumstances under the given conditions.
Such circumstances include, in particular, the following events confirmed by the Chamber of Commerce and Industry of the KR: floods, fires, earthquakes or other natural disasters, as well as wars, military actions, terrorist acts, epidemics, regulatory acts and actions of government bodies preventing the Parties from fulfilling their obligations under this Agreement, and any other similar circumstances beyond the reasonable control of the Parties.
5.2. If any of the named circumstances directly affected the fulfillment of the obligation within the period established in the Agreement, then this period is proportionally extended for the duration of the relevant circumstance.
5.3. The Party for which it became impossible to fulfill the obligation is obliged to immediately, but no later than 10 (ten) working days from the moment of occurrence and termination of the above circumstances, notify the other Party in writing about the occurrence, expected duration and termination of the above circumstances. The facts stated in the notice must be confirmed by the Chamber of Commerce and Industry of the KR. Failure to notify or untimely notification deprives the Party of the right to refer to any of the above circumstances as a basis exempting from liability for non-fulfillment of the obligation.
5.4. If the impossibility of full or partial fulfillment of the obligation continues for more than 3 (three) months, the Parties shall have the right to terminate the Agreement in whole or in part.
6. Applicable Law. Termination of the Agreement
6.1. This Agreement is governed by and construed in accordance with KR legislation.
6.2. This Agreement may be terminated:
6.2.1. at the initiative of the Resident on the basis of an application sent to CIP 15 (fifteen) calendar days before the expected date of termination of the Agreement;
6.2.2. at the initiative of the CIP Directorate unilaterally in case of deprivation of the Resident's CIP resident status by the Supervisory Board on the grounds provided for in paragraph 6.3 of the Agreement.
6.3. The Resident loses CIP resident status in case of:
6.3.1. non-compliance of the CIP Resident's activities with the requirements of the KR Law "On the Creative Industries Park";
6.3.2. systematic (more than twice a year) evasion by the Resident of payments provided for in subparagraph 3.2.8 of this Agreement;
6.3.3. failure by the Resident to submit a report in accordance with subparagraph 3.2.4 of this Agreement;
6.3.4. in case of failure by the Resident to provide the audit opinion provided for in subparagraph 3.2.6 of the Agreement;
6.3.5. in other cases and in the manner provided for by KR legislation.
6.4. The Agreement is considered terminated:
6.4.1. at the initiative of the Resident - on the day following the expiration of the period provided for in subparagraph 6.2.1 of the Agreement, subject to payment by the Resident of payments provided for in subparagraph 3.2.7 of the Agreement and penalties (if any) arising as of the date of termination of the Agreement and return of the CIP resident certificate to the CIP Directorate; on the same day, the CIP Directorate makes an entry on the cancellation of CIP resident status in the CIP Residents Register;
6.4.2. at the initiative of the CIP Directorate - on the date of sending the Resident a notice of termination of the Agreement. The Resident is obliged within 5 (five) working days from the date when the Agreement is considered terminated to make payment to the Directorate of payments provided for in subparagraph 3.2.7 of the Agreement and penalties (if any) arising as of the date of termination of the Agreement and return the CIP resident certificate to the CIP Directorate.
6.5. The application/notice of a Party on termination of this Agreement must be sent in writing signed by an authorized representative of the Party and sealed with the Party's seal in the manner provided for in Section 8 below.
6.6. Termination of this Agreement does not release the Parties from fulfilling obligations under this Agreement that arose before its termination.
7. Confidentiality
7.1. Information that became known to the Parties during the execution of this Agreement is considered confidential if it is expressly designated by the transmitting Party as confidential, and must not be communicated to a third party or used for purposes beyond the subject of this Agreement without the written consent of the second Party to this Agreement, except in cases provided for by current KR legislation.
7.2. The Parties undertake to take measures to protect the confidentiality of information in accordance with KR legislation and use acceptable means of protecting the confidential information of the other Party, including restricting the provision of information in cases where disclosure of information is related to the performance of personnel's official duties.
7.3. The confidentiality conditions provided for by this Agreement apply to relations of the Parties related to the transfer of confidential information under this Agreement before its conclusion and are valid for 5 years from the moment of termination of this Agreement.
8. Other Terms
8.1. Notices, requests, informational messages, as well as any written documents related to the execution of this Agreement (hereinafter - "Documents") may be sent by the Parties via email, through the resident's cabinet on the CIP website and other methods as agreed by the Parties.
8.2. This Agreement comes into force from the moment of its signing by the Parties and is valid for the duration of the Resident's stay as a CIP resident.
8.3. All disputes and disagreements that may arise as a result of fulfilling obligations under this Agreement, the Parties are obliged to try to resolve through a claim or other pre-trial dispute resolution procedure.
8.4. If it is impossible to reach an agreement through a claim procedure, any disputes, disagreements, claims or complaints arising from or in connection with this Agreement, or arising from it, including those relating to its execution, violation, termination, cancellation or invalidity, are subject to resolution in the International Arbitration Court at the Chamber of Commerce and Industry of the KR in accordance with the Rules of the International Arbitration Court at the Chamber of Commerce and Industry of the KR by three arbitrators elected in accordance with these Rules. The applicable substantive law under which the dispute will be considered is KR legislation. Arbitration proceedings must be conducted in Russian. The decision of the International Arbitration Court is final.
8.5. All changes and additions to this Agreement are considered valid if they are made in writing and signed by both Parties.
8.6. Nothing in this Agreement shall be deemed or implied to constitute, create the effect of creating or otherwise recognize between the Parties a joint venture, simple partnership or formal business legal entity of any kind.
8.7. The Parties undertake to timely inform each other in writing (no later than 5 (five) days) about changes in their addresses, bank details, contact persons, telephones, email addresses and other legally significant details. All documents sent to old details and addresses before receiving the relevant notice of change of details and address are considered sent properly.
8.8. For matters not regulated by this Agreement, the relevant norms of KR legislation apply.
8.9. This Agreement is made in two copies having equal legal force, one for each Party.