Agreement No On Electronic Service of Current Accounts

Agreement No On Electronic Service of Current Accounts Yerevan " '' 20 This Contract was signed by and between the entities mentioned below, (further respectively referred to as Party or Parties ). : Ameriabank CJSC (registered in accordance to the Decision of the Chairman of the Central of Armenia dated 08.09.1992 o registration No. 50, certificate No154, address: 9 G. Lusavorich Street, Yerevan, Armenia), represented by Artak Hanesyan, Chairman of Management Board - General Director acting pursuant to the Charter, hereinafter referred to as and ----------- ---------, Address:----------------------------, represented by------------------------------------, acting pursuant to the ------------- of the company, hereinafter referred to as 1. Definitions used in the Agreement. 1.1. System software and hardware, by the help of which electronic documents are created and electronic digital signature (EDS) is approved, sent, received and verified. 1.2. Electronic document one of the documents generated by the system in electronic mode, specified in the Annex 1 to the present Agreement. Types of electronic documents and requirements to them are approved by the Annex 1. 1.3. Electronic Digital signature (EDS) - The analogue of the s or s original signature on electronic document. The presence of EDS on the Electronic Document generated by the System is a necessary and satisfactory condition for checking the origin of the document. 1.4. EDS keys a set of keys (secret and open), \with the help of which EDS is created and checked. The secret key is known only to its owner and is used for the creation of EDS. The open key serves for checking the EDS and is transmitted to the Party receiving Electronic Documents approved by EDS. The open key cannot be used to restore the corresponding secret key. 1.5. Certification center software installed at the, which generates certificates of open keys for the users. 1.6. Certificate for open key An electronic file created by the Certification Center of the containing the s data approved with the electronic signature of the Center and the open key. The certificate for the open key is created on the basis of a Certificate application formed and submitted to the by the. 1.7. Certificate application an application created during the process of generating the EDS keys which contains the s data and the open key. 1.8. Signature of Certification center - EDS of the, which verifies the genuineness of the open key in the s certificate. The uses EDS keys for the approval of the certificates for the open keys, which are different from the keys applied for the ratification of electronic Documents. 1.9. Certification center certificate an electronic file containing the open key of Certificate center, which is necessary for checking genuineness of the Certification center signature ratifying the certificate for the open key. 2. Subject of the Agreement

2.1. The and the approve the order of executing the transactions of the s account opened at the in electronic form through the System. The System contains subsystems of information processing, storage, security (encoding) and transfer through telecommunication network (hereinafter Network ). 2.2. 2.3. While performing electronic operations the electronic documents with EDS verification by the and the, which comply with the requirements of the clause 3 and Annex 1 to the present agreement, are considered to be the equivalent of corresponding paper documents, with corresponding rights and obligations specified by the present agreement. 2.4. The Parties agree and confirm the reliability, efficiency and security of the subsystems used for the processing, preservation, security and transfer of information. 2.5. The Parties also agree and confirm, that the information security system used by them which controls the integrity and validity of information by encoding and EDS is sufficient to protect it from unsolicited use as well as to approve authenticity and identity of the author of electronic documents. 2.6. The part of the system which refers to the and is comprised of the software specified in Annex 2, is installed on the s personal computer, equipped in compliance with the requirements of Annex 2 and provides the receipt of information and execution of settlement operations (account statements, receipt of electronic documents from the, transfer of electronic payment documents to the and exchange of other information with the ). 2.7. s cash operations service is executed in compliance with the agreement on Opening and maintenance of account (s) signed between the and the. 3. Order of executing electronic operations 3.1. The connects to the bank and executes all the settlement operations as well as receives complete information from the System resources during the connection. 3.2. 3.3. The System consists of the Central Service desk located at the and the Subscriber desks located at the s premises. 3.4. The Subscriber desk consists of the personal computer connected to the Network, the Standard system and the Software security system. 3.5. The appoints responsible employees for operating the System by filling in and submitting to the the relevant application approved by the. 3.6. The Subscriber desk receives by the System the documents sent by the via the Network and verifies with the s signature the information which then becomes available for the. 3.7. The Open key certificate of the is kept at the. 3.8. The is fully responsible for the security of the keys and is liable for accurately preserving them, non-distribution and non-disclosure of the keys. 3.9. In case of losing the secret EDS keys or disclosing them the shall immediately inform the forming writing by sending a verified application for receipt of new EDS keys though the System by a written notice to the.

3.10. According to Annex 1 to the present agreement, the registers the Electronic Payment Document and submits it to the. Upon receiving the payment document, the verifies it and in case it is complete, executes the transaction.. 3.11. In case the result of the verification is negative, he is notified about the result and the refusal to execute the application by relevant document status in the system. 3.12. It is agreed by the Parties in writing that they have right to transfer and receive Electronic Documents, as well as any other documents which may be additionally listed in Annex 1 to the present Agreement through the System... Other information which will not raise any obligations by the present agreement may also be transferred through the system. 3.13. The Electronic Document creates obligations by the present agreement in case the accurately registers it, ratifies it simultaneously by two EDSs, encodes and transfers it through the System and the receives, decodes and checks it and agrees to execute it. 3.14. In case the transfer of electronic Documents through the System becomes impossible by any reason, the is obliged to deliver corresponding paper documents to the in person. 4. Rights and responsibilities 4.1. Rights and responsibilities of the Parties 4.1.1. The parties shall be guided by international business practices and the requirements set forth by the present agreement while conducting electronic settlements through the system. 4.1.2. According to the present Agreement the Parties are obliged to keep the computer software and hardware in working condition at their expense while conducting electronic settlements through the system. 4.1.3. The is obliged to provide the with software specified in Annex 2 within five banking days upon execution of the present Agreement. The above-mentioned term is not applicable for deliveries of software to s outside Yerevan. 4.1.4. The Parties are obliged not to disclose the information protection means of the System outlined in the present Agreement to a Party (unless an additional consent is reached between the Parties). 4.1.5. The Parties shall protect the secret keys of the System EDS from disclosure and to create new open key certificates in case they become invalid. The exchange of keys shall take place at least once a year or in case on of the Parties discloses the key. 4.1.6. The Parties shall immediately inform each other in case the secret keys of EDS are disclosed, lost, stolen or used without permission as well as in case of damage of the subsystem, including: software, hardware, storage, protection and transfer of information, in case of conducting extraordinary change of the keys or other operations intended to maintain the working conditions of the system. 4.1.7. The system will temporarily stop operating during the extraordinary change of keys. 4.1.8. The Parties have right to request and shall present to each other upon request of one of the Parties a proper paper original of the Electronic document not later than the next banking day following the receipt of the electronic request. 4.2. Rights and responsibilities of the

4.2.1. The is obliged to launch the software within five banking days upon receipt of the installation CD and installing of the software specified in Annex 2 to the present Agreement. 4.2.2. In case the fails to perform the actions outlined in point 4,2,1 above, the reserves the right to unilaterally refuse to perform all obligations outlined in the present agreement by terminating it. 4.2.3. Upon the installation of the software the Parties shall sign a bilateral Act on System setup and acceptance/delivery. Immediately after the setup is complete, the shall create new secret keys of EDS provided by the, to submit the verification application to the and receive certificate of the open key verified by the Certification center of the. 4.2.4. The shall provide accurate requisites of the beneficiaries in the 's documents. 4.2.5. The Parties agree, that the information is considered delivered to the after three banking days upon placement of the information on the Server (including the date of placement). 4.2.6. The shall only install and use the System on a personal computer in good working condition and free of viruses. 4.2.7. According to Section 3 of the present Agreement, the has right to create new secret keys of EDS at any time, to submit the verification application to the and to receive new open key certificate verified by the Certification center of the. 4.2.8. The has no right to copy the software provided by the within the frames of the present agreement and to transfer it to a third party; violation of the present clause may result in relevant proceedings in accordance with the legislation of the Republic of Armenia. 4.2.9. In case of terminating the present Agreement, the shall delete the entire secret information preserved by the, to uninstall the s part of the System Software and refrain from transferring it to a third party. 4.2.10. The shall take appropriate measures to preserve the secret keys of EDS, to protect them from disclosure, to protect the from any damages and losses caused by the. 4.3. Rights and responsibilities of the 4.3.1. The shall perform in regular order the settlement (payment) transactions with the accounts based on the Electronic Documents submitted by the through the System. In case the Electronic instruction is received before 17:00 Yerevan time, the relevant operation in accordance with the given instruction shall be performed by the during the same banking day. Transactions resulting from Electronic instructions received after 17:00 Yerevan time shall be executed by the no sooner than the following banking day. 4.3.2. The shall inform the client about the accepted and rejected documents and shall specify the reason for the rejection. 4.3.3. Based on the Electronic documents of the the is obliged to accept amounts transferred to the s accounts by other s through correspondent banks, clearing centers and the Central of Armenia in regular order. 4.3.4. The shall check the Electronic Documents submitted by the prior to transaction execution. 4.3.5. The is obliged to terminate the effective open key certificate on the basis of s application received through the System or submitted in writing. 4.3.6. The is obliged to confirm the new open key at the Certification center issuing a new open key certificate based on the s application received through the System or submitted in writing.

4.3.7. The has the right for early termination of the s open key certificate f and to request a new key from the. 4.3.8. Improperly filled in Electronic Payment Documents of the shall not be executed. 4.3.9. The has no right to correct the Electronic Payment Documents of the. 4.3.10. The has right to register the paper copy of the 's Electronic Document and to verify it in accordance with the 's order for performing the transactions. 4.3.11. In case of technical failures or other similar circumstances at the, which may prevent the execution of Electronic Documents, the has the right to unilaterally terminate the processing of Electronic Documents for an indefinite period, immediately informing the about it. In such cases all documents shall be submitted to the or to the in paper form in accordance with the general procedures effective at the. 4.3.12. The is obliged not to disclose the electronic operations specified by the present agreement. 4.3.13. While performing operations with the s part of the system the is obliged to operate on a personal computer in good working condition and free of viruses. The shall keep back-ups of electronic documents on external data carriers for five years. 4.3.14. The has right to disconnect the from the System if the violates the requirements specified in the section 3 of the present agreement. 5. Responsibilities of the Parties 5.1. In case of non-performance or improper performance of obligations undertaken by the present agreement the Parties are called to responsibility in compliance with the legislation in force. Disagreements and conflicts proceeding from the present agreement are settled by the Civil code of the RA and international business customs. 5.2. While performing obligations of the present agreement the Parties are not responsible for delays, dysfunction and inaccuracies caused by Force Majeure, including but not limited to natural disasters, wars, strikes, legislation and government limitations and bars. 5.3. In case of violating the rules defined by section 3 and Annex 1 to the present agreement the violating party bears the responsibility for the outcome. 5.4. While using the system, the parties are not responsible for losses of one of the Party which are not caused by the other Party, including the improper performance of Electronic Payment Document, if the latter was properly registered and submitted by the and the has received and checked it and considered it accurate (in compliance with the clause 3 and Annex 1 of the present agreement). 5.5. The is not responsible for the proper and accurate registration of the payment order by the as well as the s losses caused by the resignation and delayed activities of people, on whose benefit the settlement transaction is executed by the 's order. The also doesn t not bear responsibility for orders transferred to and executed by the by means of using secret keys which became known to a third party by 's fault. 5.6. The is responsible for breaking the terms of settlement operations with 's account executed on the basis of 's Electronic Documents accurately registered and submitted on time in accordance with the RA legislation in force and provisions of the agreement on accounts. 5.7. The bears a full responsibility for technical, operational and other risks related to the usage of the System, as well as for keeping the secret keys and making them known to third parties.

6. Mutual financial relations 6.1. The shall purchase the software and hardware enlisted in Annex 2 to the present Agreement at his own expense. 6.2. The first installation of the system is free of charge. The arranges a 3 hour complimentary training for s located in Yerevan. Upon request of the additional trainings may be arranged; the hourly fee for additional training hours is AMD 15 000 per hour. 6.3. For s located outside of Yerevan the terms of the additional training specified in paragraph 6.2 of the present Agreement shall be regulated by a separate Supplementary Agreement. 6.4. In case there is a need of reinstalling the software due to improper use by the or resulting form an improper action of the the shall be charged AMD 30 000 for each additional installation. 6.5. To perform settlement operations through the System the shall pay a fee for the service in accordance with the tariffs and rates effective at the moment of execution of the present agreement. The service fee is charged starting from the month following the month of execution of the present agreement. In the future the will charge the fee through the System not later than the last working day of each reporting month. 6.6. The charges the fee specified in clauses 6.2 and 6.4 of the present agreement by withdrawing amounts from s corresponding accounts without any acceptance of the. 6.7. In case the funds on all accounts of the are insufficient to cover the fees longer than a month, the has right to terminate the processing of Electronic Documents untill the entire amount due to the is settled. In such cases, a re-connection fee shall be applicable for the (the fee shall be charged in accordance with the s tariffs and rates effective at the moment of re-connection). 6.8. In case of terminating the agreement, the is obliged to pay the entire fee for the month during which the service through the System was terminated. The has right to charge the amount from s current account without acceptance of the. 7. Agreement 7.1. The present Agreement is indispensable part of the Agreement on Opening and maintenance of account executed on -- 20-- between the and the ; it shall come into force from the moment of execution and remains effective during the whole term of the latter. 7.2. The Agreement may be terminated based on a written application submitted by one of the Parties no later than 30 (thirty) days prior to termination. 7.3. Both the and the agree, that the passwords and keys of the System shall continue to be protected from disclosure within one calendar year upon termination of the present Agreement. 8. Changes and supplements 8.1. Changes in the present Agreement shall be executed upon written consent of the Parties.

8.2. The below-mentioned Annexes constitute an indispensable part of the present Agreement. Annex 1 Types of electronic documents and requirements Annex II Requirements Software and hardware requirements for the for electronic 8.3. The Agreement is comprised in English, each having equal legal power, one original for each Party. 9. Legal addresses and requisites of Parties AMERIABANK CJSC #9, G. Lusavorich Str., Yerevan Tel. 561111 Authorized person S.V. S.V.

Types of electronic documents and requirements Annex 1 To the Agreement N, signed on " ". 20 1. Types of electronic Documents sent to the by s 1.1. Payment orders 1.2. Encashment requests 1.3. Foreign currency exchange orders 1.4. Free format messages 2. Types of electronic Documents sent to s by the 2.1. Account statements 2.2. Decoding of account entries (electronic documents of account statement) 2.3. References and other information provided by the (free format message): 3. Requirements for electronic settlement documents 3.1. All electronic documents shall include the necessary bank requisites in compliance with the requirements of the Central of Armenia. The subscriber of the system, submitting the document, shall electronically sign it and put a password on it.

Annex 2 To the Agreement N, signed on " " 20 Software and hardware requirements for the for electronic transactions 1. The provides the with the following software: 1.1. Software support of the s system 1.2. Electronic documents (references) of the system (Manual) 1.3. Certification center Certificate 2. Software and hardware requirements (Purchased by the his own expense from a third Party) 2.1. Personal computer IBM PC or a fully compatible computer 2.2. Processor Pentium II 200 MHz (equivalent or higher) 2.3. Core memory (RAM) 64 Mb or more 2.4. Operational system MS Windows 98/ ME, MS Windows NT 4.0 SP6 or higher, MS Windows 2000 SP1 or higher, MS Windows XP SP1 or higher 2.5. Internet Explorer 5.5 or higher 2.6. Internet access