# Deal Summary — Harma / Ivan Ukraintsev

> Negotiation summary only; it does not replace the Agreement or Latvian legal review.

| Item | Agreed draft position |
| --- | --- |
| Governing law / forum | Latvian law; exclusive courts of Riga |
| Services / reserved capacity | Time-based product consulting: calls and preparation, document/data analysis, product and operating audits, oral/written advice, working materials and coordination; at least 40 reserved hours/month plus reasonably necessary time for urgent in-scope matters; unused capacity expires |
| Monthly evidence | Within 5 Business Days after each active-service month, Ivan provides a short free-form Monthly Activity Record; Harma has 10 Business Days for a specific written objection and Ivan has a cure opportunity; the record is evidence, not the sole or conclusive proof and not a payment condition |
| Initial commitment | Package of 36 separately payable service periods purchased from Effective Date; Company termination does not discharge, shorten or reduce them |
| Payment start | 3 Business Days after Recoupment Determination Date, or 3 Business Days after a Company Trigger Event occurring before the ordinary Payment Commencement Date |
| Long-stop | None: without a Company Trigger Event, cash payment starts only after Recoupment is determined |
| Due dates | Full First Instalment on Payment Commencement Date, even for a short first service period; remaining 35 instalments and all later Renewal Phase fees in advance on the first day of each following calendar month |
| Acceleration | Optional after two consecutive unpaid instalments / repudiation; not-yet-due remaining count × fee in effect on notice date × 90%, plus overdue amounts once; no assumed future tier increase; schedule survives if rejected |
| Contractor convenience exit during initial term | 90 days' written notice; future instalments cease; amounts already due remain; this does not apply to exit for Company default / Constructive Termination |
| Automatic renewal | If active services remain in place after the final initial service period, the Agreement continues month to month at the applicable tier without a new signature |
| Renewal exit | Either Party may end the Renewal Phase on at least 90 days' written notice, effective at calendar month-end; service and monthly fees continue through that date |

## Economics

| Highest Achieved Active Hotel Count | Monthly fee | Full 36-instalment value |
| --- | ---: | ---: |
| 0–49 | EUR 5,000 | EUR 180,000 |
| 50–99 | EUR 6,250 | EUR 225,000 |
| 100+ | EUR 7,812.50 | EUR 281,250 |

Each threshold increases the fee then in effect by 25%. Accordingly, EUR 5,000 × 125% = EUR 6,250 at 50 hotels, and EUR 6,250 × 125% = EUR 7,812.50 at 100 hotels. The second increase compounds on the first. A post-start threshold-period top-up is `(new fee − old fee) × remaining calendar days including threshold date ÷ total calendar days in that service period`, due 3 Business Days after the threshold is established even if that period has ended. Later instalments use the higher fee; periods before the threshold date are not recalculated.

## Core formulas

`Recoupment Date` = first day cumulative Collected Contribution Margin from [MEASUREMENT_START_DATE] reaches EUR [RECOUPMENT_AMOUNT_EUR].

`Collected Contribution Margin` = cash actually received from customers − VAT − refunds/chargebacks − processing fees − direct variable third-party cost for that customer.

`Recoupment Determination Date` = date of an accepted Recoupment Report, agreed correction, applicable estimate or expert determination that establishes Recoupment Date.

`Payment Commencement Date` = 3 Business Days after Recoupment Determination Date, or 3 Business Days after an earlier Company Trigger Event.

`Accelerated Balance` = count of remaining instalments not yet due × Monthly Service Fee in effect on acceleration-notice date × 90% + overdue sums counted once + lawful interest on overdue sums + permitted recovery costs. Before payment commencement, clause 5.2 determines the fee as of the Company Trigger Event date.

## Fallbacks

- Each instalment is an independent primary debt with a due date fixed by the Agreement; acceptance, KPI, funding and use of capacity do not condition it.
- The service result is professional time, availability, analysis, advice, recommendations and working materials, which may be oral or written. No fixed count or format of calls, audits or documents and no business outcome is promised.
- Monthly Activity Records should be backed by ordinary work traces such as calendars, email/chat, meeting notes, shared documents, comments and analyses. A late or missing record alone does not prove non-performance, but keeping the evidence remains operationally important.
- A Company termination during the Payment Term may end active services but does not erase any of the 36 initial instalments. A Company renewal notice cannot take effect before the final initial service period.
- Renewal Phase fees are separate monthly debts, not part of the 36-instalment minimum or the accelerated balance. No renewal fee accrues after a valid renewal termination becomes effective.
- If acceleration fails, monthly due dates continue.
- If the full commitment fails, accrued EUR 5,000/month Deferred Service Credits support services already provided, net of amounts recovered for the same period. With no long-stop, the current draft has no separate calendar cap on the number of full deferred months recorded.
- Reports are quarterly as part of the Company's quarterly reporting; no report permits reasonable estimate, with the Company bearing the disproval burden.
- The Contractor has 10 Business Days to review a Recoupment Report; the Company then has 10 Business Days to respond with supporting records. A remaining dispute goes to an independent Latvian sworn auditor; the undisputed part applies while review is pending.
- A late determination creates no backdated instalments. The first fee uses the highest tier evidenced on the determination date: 100+ hotels means EUR 7,812.50 from the First Instalment onward.