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Standard Clauses

Table of Contents

For the purposes of this section, Parties shall refer to the following definitions:

  • Agreement means the instrument between Parties where the reference to this section is made;
  • Ozon or Company means the legal person belonging to Ozon group of companies and being the Party to the Agreement;
  • Counterparty means the person being the counterparty of Ozon and the Party to the Agreement.

Unless otherwise is expressly provided for in this section, other terms shall be defined as in the Agreement, and if not - in accordance with the laws applicable to the Agreement.

Parties shall apply provisions of this section by the respective reference made in the Agreement to the extent not contrary to the Agreement, unless otherwise is expressly provided for in the Agreement.

1. Personal Data Clause #

1.1. Each Party may transfer personal data (“PD”) of its employees, signatories, representatives and other persons (“Data subjects”) to the other Party, and the other Party may process them, when processing of such PD is necessary for conclusion or performance of the Agreement, as well as for document management, accounting and record-keeping, as long as the Agreement is in force and unless longer storage periods are provided for in the laws on PD applicable to the respective Party.

1.2. The receiving Party shall ensure confidentiality and security when processing PD, avoid dissemination of PD, their disclosure to third parties (unless required by the laws on PD applicable to the respective Party or necessary for the purposes of the Personal Data Clause), as well as adopt all legal, organizational and technical measures necessary to protect PD from any unlawful actions towards them.

1.3. The disclosing Party warrants and represents to the other Party that:

  • there are either Data subjects’ consents or other legal basis for transfer of such Data subjects’ PD to the receiving Party and for subsequent processing by the receiving Party to the extent and under the conditions of the Personal Data Clause; and
  • since the receiving Party receives PD not directly from the Subjects, the disclosing Party, prior to transfer of PD to the receiving Party, has duly notified the Subjects of their PD processing by the receiving Party and provided such Subjects with the following information: name and address of the receiving Party, purposes of PD processing and legal basis for such processing, list of the processed PD, recipients (users) of the PD, rights of Subjects granted by the laws on PD applicable to the transferring Party, as well as the source of the PD.

1.4. Each Party shall, as requested by the other Party, within 5 (five) business days from the date when the request is received, provide such other Party with evidence that its own obligations under the Personal Data Clause are duly fulfilled.

1.5. If Ozon is not LLC “Internet Solutions” (Russia, 123112, Moscow, Presnenskaya embankment, bld. 10, premises I, fl. 41, room 6, reg. no. 1027739244741), Ozon may also conduct transfer of PD received from the Counterparty to LLC “Internet Solutions” for the purposes and under the conditions of the Personal Data Clause.

1.6. If Ozon is a Russian legal person belonging to Ozon group of companies, the Counterparty is a foreign legal or natural person, and Ozon conducts or intends to conduct international transfer of PD to the Counterparty, the following rules shall apply to Parties:

1.6.1. The Counterparty shall not later than the date the Agreement is concluded and at any time as requested by Ozon (within 24 (twenty-four) hours from the date when the request is received) provide Ozon with full and comprehensive information in English or Russian (at Counterparty’s choice):

  • on measures taken by Counterparty to protect PD and on the conditions when processing of such PD is terminated;
  • on personal data legislation effective in a foreign country that has jurisdiction over the Counterparty.

1.6.2. Ozon may unilaterally restrict, suspend or completely terminate international transfer of PD (refuse international transfer of PD when such transfer is not commenced) by notifying the Counterparty accordingly if:

  • the Counterparty does not provide Ozon with the information in accordance with Article 1.6.1. of the Personal Data Clause, provide it not in full or without, as decided by Ozon, sufficient degree of detail; or
  • as decided by Ozon, the information provided by the Counterparty does not demonstrate that the Counterparty has taken the necessary and sufficient measures to protect PD, or the level of personal data legislation effective in a foreign country that has jurisdiction over the Counterparty does not provide adequate protection of PD; or
  • as decided by Ozon, international transfer of PD in any way violates or may violate Subjects' rights or legitimate interests.

1.6.3. Ozon may unilaterally terminate international transfer of PD (refuse international transfer of PD when such transfer is not commenced) by notifying the Counterparty accordingly if the data protection authority (Roskomnadzor) prohibits or restricts international transfer of PD.

1.6.4. Actions taken by Ozon in accordance with Articles 1.6.2. and 1.6.3. of the Personal Data Clause shall not constitute violation of the Agreement, even when international transfer of PDis necessary for performance of the Agreement. The Counterparty shall also immediately (within 24 (twenty-four) hours from the date when Ozon takes actions in accordance with Articles 1.6.2. and 1.6.3. of the Personal Data Clause) delete all received PD (if any) and provide Ozon with the written evidence of such deletion. If performance of the Agreement is impossible without international transfer of PD, Ozon may also unilaterally terminate the Agreement by notifying the Counterparty accordingly.

2. Information Security Clause #

2.1. Each Party shall comply with the following information security requirements, apply necessary and sufficient measures to protect data, including the data received from the other Party, and regularly carry out appropriate activities during the term of the Agreement to ensure proper performance of its information security obligations.

2.2. Interaction of Parties' information systems, including API use or similar integration methods, is allowed only subject to prior consent of each Party. Procedure for expressing such consent shall be determined by Parties' agreement, and, in the absence of such agreement, by each Party at its own discretion.

2.3. Interaction with an information system of either Party (“Owner”) may be carried out by the other Party (“User”) only in accordance with the instructions, guidelines and requirements of the Owner. When interacting with the information system, as authorized by the Owner, the User acknowledges and agrees that it has read and understood the instructions, guidelines and requirements prescribed by the Owner for a particular information system and undertakes to comply with them to the fullest extent. For these purposes, unless otherwise expressly provided for in the Agreement or Parties' separate agreements, such instructions, guidelines and requirements shall be posted and communicated by Ozon (as the Owner) to the Counterparty (as the User) in any manner determined by Ozon, including by posting the documentation of the relevant information system on the Internet.

For the purposes of the Information Security Clause, the respective Party shall be considered an Owner of the information system when this Party is either a direct right holder (owner) of the information system or uses it on other legal grounds, including when permission of the third-party right holder (owner) is granted. Under all circumstances, the Owner shall be liable to the User for security of the information system, including compliance with information security requirements, as well as applying necessary and sufficient measures to protect data when the actual right holder (owner) of the information system is a third party.

2.4. When interacting with an information system, as authorized by the Owner, the User shall:

  • ensure confidentiality with respect to any components and content of the information system and not disclose them to third parties, except when necessary to perform the Agreement or required by the laws applicable to the relevant Party;
  • take no action to circumvent the restrictions on access to such system, its components and content, as prescribed by the Owner;
  • not take any action that causes or may cause an unreasonably or disproportionately large load on any information systems of the Owner;
  • not use third-party software and other technical means that in any way affect or may affect operation of the information system;
  • not circumvent, disable or otherwise interrupt operation of protective tools or functions, including technical means for protection of copyright and related rights, which prevent/restrict use or copying of components and content of the information system;
  • not download any components and contents of the information system that have not been expressly provided by the Owner for downloading or have not been designated by the Owner as such;
  • not provide third parties, including those contracted by the User, with access to the information system without the Owner’s prior consent. Procedure for expressing such consent shall be determined by Parties' agreement, and, in the absence of such agreement, by the Owner at its own discretion.

2.5. When interacting with an information system, as authorized by Ozon, the Counterparty shall also take the following measures in relation to such interaction:

  • availability of remote secure access for the Counterparty organized in accordance with Ozon’s requirements, and making any interaction with Ozon’s internal network to be carried out only within the described interaction pattern previously agreed upon with Ozon and provided for in the Agreement or Parties' separate agreements;
  • organization of information interaction between the Counterparty and Ozon via network protocols with mandatory encryption of traffic;
  • Counterparty’s remote connection to Ozon’s information system only via a secure channel using cryptographic protection means. Ozon may also introduce specific requirements for settings of the Counterparty’s network equipment, through which the Counterparty interacts with Ozon’s information system;
  • shielding with a firewall (local or network) of the network segment where Counterparty’s information systems, interacting with Ozon’s information systems, are hosted;
  • regular, but at least 1 (one) time per month, scanning of the local area network (LAN) perimeter, including scanning of public IP addresses belonging to the Counterparty on all ports, as well as vulnerabilities on critical ports and web applications that directly or indirectly interact with Ozon’s information system. The Counterparty shall retain unchanged information (report) on each LAN scanning within at least 6 (six) months from the date of scanning and provide Ozon with it upon request, including after termination of the Agreement for any reason.

2.6. Ozon may introduce additional requirements for the Counterparty relating to its interaction with Ozon’s information systems, as authorized by Ozon, subject to Counterparty’s prior notification.

2.7. If the Owner processes in its information system any PD received from the User or collected on behalf of the User, it also undertakes to:

  • comply with all requirements to ensure the confidentiality and security of such PD, as provided for in applicable PD and information protection laws;
  • restrict authorized access to the information system, in which PD are processed, for employees and/or contracted third parties, as well as for its other information systems, using a firewall (local or network) and to the extent necessary for the Owner to perform its obligations under the Agreement (“need-to-know”).

2.8. The Parties shall not take any actions with respect to each other’s information systems that may violate integrity of such systems (for example, bypass security systems), confidentiality of any data contained therein, affect the performance and availability of the systems, create hidden functionality in them (for example, implement software bookmarks) and infect them with computer viruses. The Parties also undertake not to perform any actions to make changes, decompile, disassemble, decrypt, correct errors and not to perform other actions with respect to the information systems, their components and content in order to obtain information on how the principles, algorithms and processes of such systems are implemented.

2.9. If the User violates any provisions of the Information Security Clause, the Owner may unilaterally restrict, suspend or completely terminate User’s interaction with Owner’s information system by notifying the User accordingly. Such actions shall not constitute Owner’s violation of the Agreement, even when User’s interaction with Owner’s information system is necessary for performance of the Agreement.

2.10. Each Party undertakes to immediately (within 24 (twenty-four) hours from the date of discovery) notify the other Party of any information security incidents in relation to its information systems if such systems interact with information systems of the other Party or process PD received from the other Party or collected on behalf of the other Party. Such notification shall include information on causes of the incident, its consequences (both existing and alleged), as well as its effect on PD, as well as on measures taken to eliminate (minimize consequences of) the incident. Unless otherwise expressly provided for in the Agreement or Parties' separate agreements, the Counterparty undertakes to notify Ozon of such incidents to security@ozon.ru.

2.11. Each Party, when providing its employees and/or contracted third parties with authorized access to the information system of the other Party, undertakes to introduce obligations for such employees and/or third parties similar to those specified in the Information Security Clause.

2.12. Each Party shall, as requested by the other Party, within 5 (five) business days from the date when the request is received, provide such other Party with evidence that its own obligations under the Information Security Clause are duly fulfilled. In particular, each Party may send to the other Party questionnaires, surveys and other documents to be filled in, which are intended to assess the information security of such other Party, as well as the security level of its information systems.

2.13. If either Party violates its obligations, as specified in the Information Security Clause, it shall compensate the affected Party for any documented damages caused by such violation, including reimbursement for any amounts of possible fines, penalties and compensations that may be imposed on the affected Party in court or out of court, within 5 (five) business days from the date when the relevant request from the affected Party is received.

3. Public Statements Clause #

3.1. The Counterparty is not entitled, without Ozon’s prior written consent, to make any public statements in any form, including, but not limited to, in mass media and on the Internet, about the conclusion and/or any terms and provisions of the Agreement, as well as about the cooperation with Ozon and any details thereof (including any mention of Ozon), as well as to hold public events on the territory of Ozon’s warehousing complex and make any public statements in any form about commissioning, decommissioning, and any details of operation of Ozon’s warehousing complex (the “Public Statements Clause”), and, if such consent is obtained, the Counterparty intending to carry out such Public Statements Clause undertakes to negotiate their content with the other Party.

Negotiation of any Public Statements Clause will be implemented by the Counterparty’s e-mailing a request and all communication materials at pr@ozon.ru.

Communication materials include any text, visual, and videographic materials used as part of the Public Statements Clause and for public coverage thereof, including, but not limited to, a program of the Public Statement and Event, a script, guest lists, references, a press release, banners, a stage layout, a press wall, videos, and bumpers, etc.

The Counterparty intending to carry out such Public Statements Clause undertakes to negotiate their content with Ozon at least:

a) five (5) working days in advance in case of a statement in the press (including, but not limited to, sending out a press release, publishing interviews, comments in mass media, publishing infographic and video content, etc.);

b) twenty (20) working days in advance in case of the Public Statements Clause with participation of representatives of governmental authorities and/or mass media on the territory of Ozon’s warehousing complex;

c) fourteen (14) working days in advance in case of document signing ceremonies mentioning the Ozon’s warehousing complex within the framework of business forums (including, but not limited to, a press release, a list of ceremony participants, an event name, a list of invited media);

d) ten (10) working days in advance in all other cases.

Ozon undertakes to respond to the Counterparty’s request within 24 hours upon receipt thereof. The Counterparty’s request shall be deemed approved if Ozon has e-mailed a confirmation thereof from pr@ozon.ru.

In the case of non-fulfillment/untimely fulfillment of any of the obligations specified in clause 3.1, the Counterparty shall pay Ozon a penalty in the amount of 1,000,000 rubles for each instance of such non-fulfillment/untimely fulfillment.

4. Tax Compliance Clause #

Representations and Warranties of Suppliers #

General Representations and Warranties #

4.1. The Counterparty is a duly established and registered legal entity and/or a duly registered individual entrepreneur authorized under the laws of the Russian Federation to enter into the Agreement.

4.2. The Counterparty is actually located at the address specified in the constituent documents or the Unified State Register of Legal Entities, or in the last section of the Agreement with the addresses and bank details of the Parties.

4.3. The Counterparty confirms that it has necessary and sufficient resources to perform its obligations under the Agreement, all its employees have qualifications necessary to perform obligations under the Agreement.

4.4. Obligations under the Agreement are performed and will be performed by the person being a party to the Agreement and/or a person to whom the obligation to make a transaction (operation) is transferred under the Agreement or by law. The Counterparty guarantees that all its actions regarding the engagement of third parties will comply with the guarantees and contain representations similar to those specified in this clause (will be documented). The Counterparty is fully responsible for the validity of the relevant relations, completeness and reliability of all documents and information therein.

4.5. The Counterparty complies with the requirements of law in terms of maintaining tax and accounting records, completeness, accuracy and reliability of recording operations in accounting, performance of tax obligations on the accrual and payment of taxes and fees, as well as the requirements of labor laws and welfare laws, including in terms of completeness of recording accruals and payments to employees, completeness of insurance premiums paid.

4.6. The Counterparty maintains and timely submits to the tax and other state authorities financial, tax, statistical and other state reporting in accordance with the laws of the Russian Federation. 4.7. The Counterparty represents that at the time of the Agreement execution it has no overdue debt exceeding RUB 500,000 on taxes and fees.

4.8. The Counterparty represents to Ozon as of the date of the Agreement and warrants in the tax periods within which the transactions under the Agreement are made that:

  • the main purpose of the transaction (operation) is not non-payment (incomplete payment) and/or offset (return) of the tax amount;

  • it does not and will not reduce the tax base and/or the amount of tax payable, insurance premiums as a result of distortion of information on the accounting events (a set of accounting events), on the objects of taxation and deductions, including at the expense of unjustified special tax treatment.

4.9. All transactions made under the Agreement will be fully recorded in the primary documents of the Counterparty and third parties engaged by it in order to perform its obligations under the Agreement, in mandatory accounting, tax, statistical and any other reporting.

4.10. The Counterparty shall provide Ozon with the following documents in relation to the Counterparty’s transactions with Ozon:

  • primary accounting documents related to transactions with Ozon;
  • invoices, invoices for advance payments (if applicable). Provided, invoices for advance payments shall be delivered within five calendar days from the date of receipt of the advance payment (unless otherwise provided for by law);
  • extract from the sales ledger related to transactions with Ozon (if applicable);
  • powers of attorney for persons signing documents on behalf of the Counterparty.

4.11. The Counterparty warrants that the information provided regarding the applicable taxation system is accurate and shall ensure prompt notification of Ozon of any changes to its taxation system within three business days from the date of such change.

4.12. In the event that the Counterparty applies a simplified taxation system and loses the exemption from the taxpayer’s obligations related to the calculation and payment of VAT set forth in Article 145 of the Tax Code of the Russian Federation, the Counterparty shall promptly notify Ozon of the applicable VAT rates no later than the first day of the month from which the VAT rate is applicable.

4.13. Counterparties specified in clause 4.12 hereof shall ensure the provision of invoices to Ozon in electronic form, in accordance with the form and format set forth in the current laws.

4.14. If under the agreement with the Counterparty, Ozon shall carry out the fiscalization of the Counterparty’s transactions, the Counterparty guarantees to provide Ozon with accurate information to be reflected in cash receipts during transactions with Customers, including, but not limited to, information on the applicable VAT rate, as well as the product code for goods subject to mandatory labeling with identification means or control (identification) data in accordance with the current laws.

4.15. The Counterparty guarantees the provision of accurate information on traceable goods in accordance with the current laws.

4.16. In particular, upon request the Counterparty shall provide Ozon with the following documents:

  • income tax and VAT return bearing a mark of the tax authority of its acceptance (if applicable);
  • a report on personalized information for individuals, with a receipt mark from the Federal Tax Service (FTS) on each page, or the cover sheet of the calculation of insurance contributions indicating the average number of employees with a mark from the tax authority confirming its acceptance (if applicable);
  • calculation of insurance premiums with a mark of the tax authority of its acceptance (if applicable);
  • an extract from the taxpayer’s personal account on the website of the Federal Tax Service of Russia, under the subsystem “How the Tax Service Sees Me.”
  • balance sheet (if applicable);
  • profit and loss statement (if applicable);
  • tax return on the tax payable under the simplified tax system with a mark of the tax authority of its acceptance (if applicable);
  • contracts with third parties engaged for the performance of obligations under the Agreement, or documents confirming the availability of sufficient resources with the Counterparty (if applicable);
  • other documents at the request of Ozon if required.

4.17. The Counterparty will provide Ozon with duly executed documents in accordance with Articles 4.10., 4.13. of this clause within the period established by law for the provision of the relevant document for tax purposes (if such period is established), unless otherwise provided for by the Agreement. In cases where the Counterparty is the seller of goods under a sales contract with Ozon, the Counterparty is obliged to provide Ozon with sales documents in the forms and formats established by legislation, including for goods subject to labeling and traceability.

4.18. The Counterparty will provide Ozon with duly executed documents in accordance with Article 4.16. of this clause within 3 working days from the date of receipt of the relevant Ozon’s request.

4.19. The Counterparty will provide (including ensuring the provision by third parties involved in the performance of obligations under the Agreement), at the first request of Ozon or state control authorities or the court, the necessary and sufficient evidence relating to the implementation of operations for the Agreement performance and confirming the representations and warranties specified in this clause, within 3 working days from the receipt of the relevant request from Ozon, a state authority or a court, unless another period is specified in the request.

4.20. If the Counterparty is registered outside the Russian Federation, the conditions of Articles 4.1. - 4.19. apply to the Counterparty to the extent that does not contradict the mandatory law of the Counterparty country of registration and the actual circumstances.

Representations and Warranties of Outsourcing Services Providers #

If the Counterparty provides Ozon outsourcing services (including, but not limited to, cleaning services, security, provision of warehouse services, and/or call center services and other similar services), the Counterparty shall provide the following representations and warranties in addition to the General Representations and Warranties:

4.21. The Counterparty confirms that employment contract or civil law contracts have been entered into with individuals engaged to provide services to Ozon during the term of the Agreement in accordance with the applicable laws.

4.22. The Counterparty confirms that during the term of the Agreement it duly performs the duties of a tax agent in respect of personal income tax and pays insurance premiums in accordance with the laws of the Russian Federation in respect of payments to individuals engaged for the provision of services to Ozon.

4.23. The Counterparty pays to the individuals engaged to provide services under the Agreement a remuneration (salary) at the level of the market amount of remuneration in the constituent entity of the Russian Federation in which the services are provided, but in any case not less than the minimum wage.

4.24. The Counterparty undertakes, no later than 5 (five) working days from the date of conclusion of the Agreement, to submit to the tax authority Consent to the recognition of information constituting a tax secret as publicly available, in accordance with с.с 1.1, Article 102 of the Tax Code of the Russian Federation, indicating the code of the set of information 20006 “Information on the presence (settlement/non-regulation) of an unformed source along the chain of suppliers of goods (works/services) for deduction of VAT amounts”.

Upon receipt of a letter and/or a request from the tax authority about an unreformed source for VAT deduction, Ozon shall notify the Counterparty, who undertakes to eliminate violations within 10 (ten) working days, including by submitting an updated VAT tax return, notifying the Company in writing of the measures taken to eliminate the violation with the attachment of an updated tax return with a mark of the tax authority (if applicable), other documents.

If the Counterparty does not eliminate the violations after 10 (ten) working days, it will compensate the Company for property losses incurred due to the inability to deduct the VAT presented by the Counterparty within 3 (three) working days from the expiration date of the elimination of violations of tax legislation. The Company has the right to withhold losses from payments due to the Counterparty under the Agreement, as well as from payments due to the Counterparty on other grounds.

The exchange of documentation (emails, notifications, documents) shall be carried out by Ozon via e-mail at taxadmin@ozon.ru, on the part of the Counterparty at the address specified in the document provided by the Counterparty for interaction with Ozon or in the manner specified in Article 4.31. hereof.

Representations and Warranties of Cleaning Service Providers #

4.25. If the Counterparty provides Ozon with premises and territory cleaning services (cleaning services), the Counterparty and Ozon shall enter into a separate agreement on tax representaions and warranties as per form of fm.rado.rus (фм.радо.рус). Respective representations and warranties shall be stipulated therein.

Representations and Warranties of Security Service Providers #

4.26. If the Counterparty provides Ozon with security services, the Counterparty shall provide the following representations and warranties in addition to the General Representations and Warranties and the Representations and Warranties of Outsourcing Service Providers:

4.27. The Counterparty confirms that the individuals engaged to provide services to Ozon are not payers of self-employment tax (are not self-employed).

4.28. At the beginning of the services provision, the Counterparty shall provide Ozon with a personalized information on individuals for the last accounting period (monthly) report and the current (as of the date of provision) staffing table. These documents shall be certified by the Counterparty’s seal and provided to Ozon no later than 60 (sixty) calendar days from the beginning date of the services provision. If the report and the current (as of the date of provision) staffing table are not provided to Ozon within the specified period, Ozon may also unilaterally terminate the Agreement by notifying the Counterparty accordingly.

Representations and warranties of advertising service providers #

4.29. If the Counterparty provides Ozon with online advertising distribution services, the Counterparty shall submit information regarding such advertising to the federal executive authority responsible for oversight and supervision of mass media, mass communications, information technology, and telecommunications, as determined by Article 18.1 of Federal Law on Advertising No. 38-FZ dated March 13, 2006, and fulfill any other requirements set forth in that article.

Indemnity for Ozon’s Property Losses #

4.30. The Parties shall assume that Ozon relies on the representations and warranties provided by the Counterparty.

4.31. The Counterparty undertakes to fully compensate Ozon for all property losses resulting from the Counterparty’s violation of the assurances and guarantees specified in this clause, within 10 working days from the date the Counterparty receives the corresponding claim from Ozon. If the specified request is sent by registered mail, it is considered to be received by the Contractor after 6 (six) days from the date of sending the registered letter. Property losses include, but are not limited to: the amount of accrued and paid corporate income tax, VAT, social security premises, personal income tax, fines and penalties imposed to Ozon.

4.32. Ozon may satisfy claims against the Counterparty for property losses indemnity using the funds payable to the Counterparty on any grounds by sending a corresponding set-off notice.

Costs on Appeal #

4.31. The Counterparty will indemnify Ozon for documented losses (expenses) incurred by Ozon in the framework of appealing against claims of tax authorities caused by violation by the Counterparty of the representations and warranties specified in this clause, in the framework of pre-trial/judicial settlement, including the costs of forensic examination, lawyers and consultants, travel expenses.

Indemnity Amounts Return #

4.32. If the Counterparty indemnifies Ozon for property losses in the cases, manner and amount specified in this clause, and Ozon subsequently gets back from the budget, in whole or in part, these amounts, then Ozon shall notify the Counterparty of this no later than 30 calendar days from the date of actual receipt of the amounts returned and refund such amounts to the Counterparty within 30 calendar days from the date of receipt of a Counterparty’s written request thereof.

5. Confidentiality Clause #

5.1. The Parties have agreed that confidential information includes:

  • the fact of concluding the Agreement and all its conditions and appendices;
  • information that has commercial value or gives competitive advantage to the other Party;
  • information stored in the Party’s information system, access to which is granted to the other Party;
  • publicly unavailable information;
  • any other information marked as confidential by one of the Parties.

5.2. Each Party shall:

  • take all necessary actions to protect confidential information;
  • use confidential information solely for the purposes of the Agreement;
  • grant access to confidential information only to those employees who reasonably need it to perform their duties under the Agreement.

5.3. Each Party may provide confidential information to its affiliates, consultants, auditors and state authorities without prior consent of the other Party. Confidential information can also be provided by Ozon to third parties performing archival storage of documents of Ozon subject to conclusion of a non-disclosure agreement with such persons on the terms identical to those specified in this Confidentiality Clause without prior consent of the Counterparty. Provision of confidential information to other third parties requires prior written consent of the other Party.

5.4. Obligation to protect confidential information and keep it in secret does not apply to the information that:

  • at the moment of disclosure was or became publicly available other than as a result of breach of the receiving Party;
  • becomes lawfully known to the receiving Party on terms of public availability from a source other than the disclosing Party, without breach of the Agreement by the receiving Party and other confidentiality provisions;
  • was known to the receiving Party prior to its disclosure under the Agreement without violating the confidentiality conditions;
  • was disclosed with written consent of the disclosing Party.

5.5. This Confidentiality Clause must be followed for the duration of the Agreement and for 3 years after its termination (dissolution).

5.6. If the Parties have entered into a non-disclosure agreement with respect to specific legal relations (negotiations, conclusion and/or performance of a contract, etc.), its conditions have priority over this Confidentiality Clause.

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