CIHRUS by QIWI and in order to promote their mutual interests, the parties wish to cooperate for their mutual benefit in the fields of their business, including digital payments, and establish a steering committee in order to analyse and develop potential areas of cooperation between the Parties. NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows: 1. Definitions and Interpretation. 1.1 Definitions "Affiliate" means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him; provided that, for the purposes of this Agreement, neither QIWI nor any of its subsidiaries is to be regarded as an Affiliate of Otkritie; "Applicable Law(s)" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority having jurisdiction over Otkritie or QIWI, as applicable, or tribunal or in an administrative, regulatory or similar proceeding; "Business Day" means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus); "Committee Member" has the meaning given to it in Clause 3.2; "Completion 1" has the meaning given to it in the Deed of Subscription; "Confidential Information" means the existence and contents of this Agreement, the arrangements contemplated by this Agreement and: (a) any information of whatever nature concerning the business, finance, assets, liabilities, dealings, transactions, know-how, customers,suppliers, processes or affairs of the other parties and any of their group undertakings from time to time; (b)