SERVICES AGREEMENT
This
SERVICES
AGREEMENT
is
entered into, by and between:
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STRATOS
DEL PERU S.A.C.,
identified
with Unified Taxpayer’s Registration No. 20515769774, with domicile in Xx.
Xxxxxxx x Xxxxxxx 000 Office 401, district of San Xxxxxx, province
and
department of Lima, duly represented by Xxxx Xxxxxxxx Xxxxxxxx Angobaldo,
identified with National Identification Document No. 10609920, according
to powers of attorney registered in Electronic Entry No. 11995912
of the
Registry of Legal Entities of the Registry Office of Lima, who will
hereinafter be denominated as “THE
PROVIDED”;
and, on the other part by,
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AGRIBUSINESS
CONSULTING & MANAGEMENT PERU SAC,
identified with Unified Taxpayer’s Registration No. 20299468845,
with domicile in Xx.
Xxxxxxxx 000 - Xxx. 000 - Xxx. Xxxxx Xxxxxxx - Xxxxxxxx de Surco
- Lima -
Lima, duly represented by Xxxxxx Xxxxxxx Xxxxx Camminati Xxxxxxxxxxx,
identified with National Identification Document No. 09393612 according
to
powers of attorney registered in Electronic Entry No. 01586246
of
the Registry of Legal Entities
of
the Registry Office of Lima, who will hereinafter be denominated
“THE
PROVIDER”.
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The
parties agree to enter into this agreement under the following terms and
conditions:
FIRST:
BACKGROUND
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1.1
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THE
PROVIDER
is
a company dedicated to the production and distribution of hydrocarbons
produced from sugarcane, for which it requires the provision of services
described in the second clause of this
agreement.
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1.2
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THE
PROVIDER is
a legal entity specialized in the provision of services such as those
described in the Second Clause of the agreement.
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1.3
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As
a complement to its business activities, THE
PROVIDER contracts
THE
PROVIDER
in
accordance with the terms and conditions stated in this
agreement.
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SECOND:
OBJECT
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2.1
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By
means of this agreement, THE
PROVIDER
commits itself to THE
PROVIDED,
who accepts to provide the following services:
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Update
the use of funds for Phase 1 of the Project of STRATOS DEL PERÚ, adding a
table that summarizes the updated amounts for each one of the components
(administration, land prospecting, acquisition of land, seedbeds
and
nurseries, composting complex, engineering of xxxxx and
distillery).
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Structure
a model that generates cash flows, balance sheets and projected profit
and
loss statements for the three phases of the
project.
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Structure
a financial model with dynamic Excel tables which allows the simulation
of
various scenarios, both in the most important productive variables,
as
well as in the financial variables.
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2.2
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Each
and every one of the goods, material and/or equipment that THE
PROVIDER requires
for the performance of its obligations foreseen in this agreement,
will be
acquired directly by THE
PROVIDER.
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THIRD:
TERM
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3.1
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The
term for the performance of the services described in the preceding
clause, will be of forty five (45) calendar days counted from the
day
following the signature of this
document.
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| 3.2 |
Despite
the agreed term, THE
PROVIDED
may unilaterally terminate this agreement without explanation of
cause. In
such case, THE
PROVIDED
will send to THE
PROVIDER
a
written communication with fifteen (15) calendar days of prior notice,
after which the present agreement will be determined with full rights
without giving rise to any claim, indemnification, payment or
compensation.
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| 3.3 |
In
the event that THE
PROVDED decides
to terminate this agreement in advance, he will draw up a joint
liquidation together with THE
PROVIDER
in
order to determine the exact consideration that must be paid to
THE
PROVIDER
for the services that it would have provided during the validity
of the
agreement.
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FOURTH:
CONSIDERATION
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4.1
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THE
PROVIDED
undertakes to pay in favor of THE
PROVIDER,
for the services which are the subject of this agreement, the amount
of US
$ 98,732.45 (ninety eight thousand seven hundred thirty two and 45/100
United States Dollars) including the applicable taxes. The payment
will be
made upon completion of the term of the services.
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4.2
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THE
PROVIDER
undertakes to issue the corresponding payment
invoices.
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4.3
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The
parties declare that the above mentioned amount includes the own
expenses
of the service. Any other additional expense must have the prior
written
approval of THE
PROVIDED.
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4.4
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All
of the payments will be made against the conformity issued by the
General
Manager of THE
PROVIDED.
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4.5
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THE
PROVIDED will
make the corresponding withholdings from the consideration that it
must
pay THE
PROVIDER
in
accordance with the current tax
norms.
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FIFTH:
ASSIGNMENT.
| 5.1 |
It
is established between
the parties that, with regard to this agreement, THE
PROVIDER
may not isigned its rights or its contractual position, in all or
in part
without the prior and express written consent of the authorized
representative of THE
PROVIDED.
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| 5.2 |
By
means of this document THE
PROVIDER
expressly authorizes THE
PROVIDED in
advance, so that the latter may partially or totally asign any right
and/or obligation, generated by this agreement, including its contractual
position.
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| 5.3 |
It
is expressly established that
the assignment agreement will be in effect from the moment in which
the
agreement between THE
PROVIDED and
the transferee is communicated to THE
PROVIDER by
means of a notarized letter to its domicile indicated in the introduction
of this document.
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| 5.4 |
Despite
being unnecessary for the validity and the effects of the assignment
agreement referred to in the preceding paragraphs, at the request
of
THE
PROVIDED
and/or of the corresponding transferee, THE
PROVIDER
undertakes, when the case arises, to grant the private and/or public
documents and instruments that are required so that this assignment,
whether of rights, obligations and even the assignment of contractual
position with regard to this agreement, comes into full effect between
the
transferee and THE
PROVIDER,
without any limitations.
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SIXTH:
OBLIGATIONS OF THE PROVIDED
In
virtue
of this agreement THE
PROVIDED undertakes
the following:
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6.1
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To
provide the necessary facilities to THE
PROVIDER
so
that it may comply with the provision of the services referred to
in this
agreement.
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6.2
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To pay
THE
PROVIDER
the agreed consideration within the established
terms.
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SEVENTH:
OBLIGATIONS OF THE PROVIDER
For
its
part, THE
PROVIDER
undertakes the following:
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7.1
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To
provide the services which are the subject of this agreement with
diligence in accordance with the terms and conditions established
herein.
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7.2
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To
return the documentation which it may have received at the time of
provision of the contracted services.
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7.3
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To
carry out the necessary coordination with THE
PROVIDED
for the performance of the services which are the subject of this
agreement.
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7.4
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Not
to subcontract the service which is the subject of this agreement,
without
the prior written approval of THE
PROVIDED.
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7.5
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To
comply with the rest of the obligations foreseen in this agreement
and
with the norms of the Peruvian Civil Code.
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EIGHTH:
CONFIDENTIALITY
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8.1
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THE
PROVIDER
undertakes to maintain the most absolute reserve confidentiality
all and
any information of THE
PROVIDED
or
of its business, to which it has had access at the time of the execution
of this agreement. This obligation will remain in good standing regardless
of the expiry or termination of this agreement.
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8.2
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The
following are exempt from this provision; the information (a) which
was
public at the time it was delivered to THE
PROVIDER
or
which becomes public as the result of an event other from a situation
of
non-compliance of the obligations assumed by either of the parties,
(b)
which THE
PROVIDER
may have acquired without assuming an obligation of confidentiality,
from
a source other than the other party, its representatives, officers,
workers, subcontractors or advisors; and (c) which must be revealed
and/or
divulged in the course of or by mandate of a law, decree, sentence
or
order of the competent authority in exercise of its legal
functions.
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NINTH:
MODIFICATIONS AND TERMINATION OF THE AGREEMENT
| 9.1 |
This
agreement constitutes the total agreement between the parties and
will
prevail over any previous agreement or statements, verbal or written,
with
regard to the
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object
thereof. This agreement cannot be modified or amended, unless it is in writing
and with the signature of the legal representatives of each party duly
authorized; it is considered that said agreement cannot be modified or amended
by any other act, document, usage or custom.
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Furthermore,
in the event of non-compliance of the obligations assumed in this
agreement, the remedy of the non-compliance may be required by notarized
means within a period no greater than fifteen (15) calendar days,
failing
which this agreement may be concluded with full legal
right.
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TENTH:
APPLICABLE LAW
The
parties expressly establish that, in all that has not been foreseen in this
agreement, the Civil Code will be applied and, in general, Peruvian legislation.
ELEVENTH:
NATURE OF THE CONTRACT
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11.1
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The
parties expressly establish that this agreement is of a civil nature
and
does not involve any kind of subordinate or dependent relationship
between
THE
PROVIDER
or
its workers with THE
PROVIDED,
or its employees.
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| 11.2 |
Furthermore,
THE
PROVIDED
is
not responsible for the non-compliance by THE
PROVIDER of
its obligations in administrative, tax matters or, in general, for
the
obtaining or renewal of its authorizations, permits, licenses, concessions
or similar documents required for the performance of its business
activities.
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TWELFTH:
JURISDICTION AND LEGAL DOMICILE
The
parties submit to the jurisdiction of the Judges and Tribunals of the judicial
district of Xxxx-Xxxxxxx, for the interpretation, execution or solution of
any
conflict or discrepancy that may arise from this agreement, expressly resigning
the jurisdiction of their domiciles.
The
parties state as their domiciles those which appear in the introduction of
the
present document, being understood that they can only be changed by a notarized
communication sent by the interested party with no less than ten (10) working
days prior notice before the effective change in domicile.
All
of
the communications relating to the agreement and in general, everything that
is
related to the execution and compliance thereof must be sent to the indicated
domiciles. If these formalities for the change of domicile are not complied
with, the communications addressed to the domicile stated in the introduction
of
this agreement will be in effect.
Signed
in
evidence of agreement and approval on January seven of the year two thousand
eight.
THE
PROVIDED THE
PROVIDER
