Annual report 2010

8Dispute resolution:Any dispute, controversy, or claim which may arise out of or in connectionwith the agreement, or the execution, amendment, p erformance, breach,repudiation, t ermination, o r va lidity thereof, s hall be s ettled b y the M oscowArbitration Court.Any amendments and supplements to the agreement are agreed upon by theparties and a re e ffective i f e xecuted as sup plementary a greements si gned by t heparties.S. I. Shmatko, E. V. Dod, V. M. Kravchenko, V. V. Kudryavy,S. V. Maslov, S. Remes, S. V. Serebryannikov, O. V. Surikov, V. V. Tatsiy,V. N. Titov, D. V. Fedorov, and P. O. Shatsky voted “For.”N. N. Shvets, deemed to be a related party to the transaction and failing tobe an independent director, and G. F. Binko, failing to be an independent director,did not participate in the voting.Approved una nimously by independent di rectors who w ere no t re latedparties to the transaction.7.3. The proprietary information protection agreement between JSC IDGCHolding and OAO IDGC of Siberia, which is a related party transaction, shall beapproved subject to the following material terms and conditions:Parties to the agreement:JSC IDGC HoldingOAO IDGC of SiberiaSubject matter of the agreement:The p arties t o t he ag reement pro vide ea ch ot her with acc ess t o t heirrespective i nformation resources c ontaining pr oprietary i nformation a nd a greeupon the terms and conditions governing the disclosure of proprietary information.Either pa rty a grees t o be o bligated not t o d isclose t he ot her party’sproprietary information, undertakes to apply special measures to the protection anduse of such information, and agrees to be held liable for noncompliance with suchobligations i n accordance w ith t he laws of t he R ussian Federation and theagreement.Liability of the parties:If either party causes any damage to the other party, which is the owner ofproprietary i nformation, du e t o t he nonperformance o r i mproper p erformance ofthe a greement, t he bre aching pa rty i ndemnifies the ot her pa rty f or i ts l osses i naccordance with the laws of the Russian Federation.Term of the agreement:The t erm o f the ag reement i s on e (1) y ear, effect ive f rom t he d ate o f itsexecution. Unless terminated by either party upon at least one month’s notice priorto the expiration date, the agreement is deemed to be renewed upon the same termsand conditions and for the same period.The agreement may be terminated earlier by ei ther party at any time uponseven days’ prior notice in writing to the other party.