Annual report 2010

20early termination or expiration of the agreement in re lation t o a ny proprietaryinformation received by such party before the early termination or expiration of theagreement. Such obligations survive t he agreement for a period of two (2) yearsafter its expiration or early termination.Dispute resolution:Any dispute, controversy, or claim which may arise out of or in connectionwith the agreement, o r t he ex ecution, 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 s igned b y t heparties.S. I. Shmatko, E. V. Dod, V. V. Kudryavy, S. V. Maslov, S. Remes,S. V. Serebryannikov, V. V. Tatsiy, V. N. Titov, D. V. Fedorov, and P. O. Shatskyvoted “For.”V. M. Kravchenko and O. V. Surikov, deemed t o b e rel ated p arties t o t hetransaction, and N. N. Shvets and G. F. Binko, failing to be independent directors,did not participate in the voting.Approved una nimously by independent di rectors who w ere no t re latedparties to the transaction.8. Approval of a proprietary information disclosure agreement between JSCIDGC Holding and JSC FGC UES, which is a related party transaction.IT WAS RESOLVED AS FOLLOWS:The pr oprietary i nformation disclosure a greement b etween J SC ID GCHolding and JSC FGC UES, which is a related party transaction, shall be approvedsubject to the following material terms and conditions:Parties to the agreement:JSC IDGC Holding as the Disclosing Party;JSC FGC UES as the Receiving Party.Subject matter of the agreement:The Disclosing Party provides access to its information resourcescontaining p roprietary i nformation, a nd the parties a gree up on t he t erms a ndconditions go verning t he di sclosure of the D isclosing Party’s p roprietaryinformation.The Receiving Party agrees to be obligated not to disclose the DisclosingParty’s pr oprietary i nformation, undertakes t o a pply special m easures t o t heprotection a nd use o f suc h i nformation, a nd a grees t o be held liable f ornoncompliance with such obligations in accordance with the laws of the RussianFederation and the agreement.Liability of the parties:If the Receiving Party causes any damage to the Disclosing Party due tothe nonperformance o r i mproper p erformance o f t he ag reement, the Receiving