SERVICES AGREEMENT
This
document sets forth the SERVICES
AGREEMENT
executed
by:
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STRATOS
DEL PERÚ
S.A.C.,
identified
with Taxpayer’s Registration Number 20515769774, domiciled at Xx. Xxxxxxx
x Xxxxxxx 000 Xxxxxxx 000, xxxxxxxx xx Xxx Xxxxxx, xxxxxxxx and department
of Lima, duly represented by Mr. Carlos Xxxxxxx Xxxxx Vinatea, identified
with National Identity Card No. 09378202, and by Xx. Xxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx, identified with National Identity Card No. 40401999,
according to the powers registered in the Electronic Entry No. 11995912
of
the Legal Entities Registry of Lima Registry Office, hereinafter called
the “THE
PROVIDED”;
and, by,
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| · |
XXXXX
SAC,
with Taxpayer’s
Registration Number 20512553487,
and domiciled at Xxxxxx Xxxxxxxx Salaverry St. 275 - Urb. Industrial
El
Xxxx - San Xxxx-Xxxx-Xxxx, duly represented by Xx. XXXXX XXXXX XXXXXXXX
XXXXXX, identified with ID Nº 10277254 (hereinafter “THE
PROVIDER”).
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Each
of
representatives, in their own right, declares that they has sufficient faculties
to fulfill THE
PROVIDED
and
THE
PROVIDER
as
appropriate, in all terms and conditions:
FIRST
CLAUSE:
BACKGROUNDS
| 1.1 |
THE
PROVIDED,
it is a corporation devoted to production and distribution of hydrocarbons
produced from sugar cane, which requires the services rendering described
in the Second Clause of this
agreement.
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| 1.2 |
THE
PROVIDER, it
is a corporate body specialized in the services rendering described
in the
Second Section of this agreement.
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| 1.3 |
THE
PROVIDED,
owns
a sugar mill "Xxxxxxxx del Norte" at Chepén, which is composed by
equipment for the sugar production described in the Appendix
Nº 1
of
this document, which duly signed by the parties, form an integral part
thereof (hereinafter THE
EQUIPMENTS).
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| 1.1. |
THE
PROVIDER has
the ability and experience in performing the services required by
THE
PROVIDED,
for which this last one is interested in engage THE
PROVIDER
under the terms and conditions set forth herein.
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SECOND
CLAUSE: PURPOSE
| 2.1 |
By
this agreement, THE
PROVIDER
is
engaged to face THE
PROVIDED,
who agrees to perform the services described in the Commercial proposal
represented by THE
PROVIDER
that duly signed by the parties, it is an integral part of this agreement
as Appendix
No.2.
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| 2.2 |
As
a result of the rendered services by THE
PROVIDER
under this agreement, this one must deliver THE
PROVIDED the
following documents (hereinafter THE
DOCUMENTS):
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Summary
Report, which will have a maximum of twenty-five (25) sheets.
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Specifications
for purchasing equipment.
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Descriptive
Report about THE
EQUIPMENT
installations.
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Costs
and Budgets.
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Plans
and diagrams.
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THIRD
CLAUSE:
TERM
| 3.1 |
The
Execution term of this agreement will be ninety (90) calendar days
beginning the day after the signing of this document and the advancement
of payment stated in Numbers 4.2.1.herein.
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| 3.2 |
During
the execution period of this agreement, THE
PROVIDER shall
perform the following:
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| - |
Partial
Presentations of THE
DOCUMENTS
so
fortnightly, from the thirty (30) days alter the signing of this
document.
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| - |
Deliver
THE
DOCUMENTS
in
a period of not more than ninety (90) calendar days from the day following
the signing of this agreement.
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| 3.3 |
The
term described in this clause may be extended prior written agreement
between the parties.
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FOURTH
CLAUSE: CONSIDERATION AND PAYMENT FORM
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4.1
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THE
PROVIDED is
commitment to
pay, for the services rendered under this agreement, the total amount
of $
79,730.00 (seventy nine thousand seven hundred and thirty-00/100
dollars
of the USA) including the General Tax
Sales.
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4.2
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The
amount agreed upon pursuant to this provision shall be cancelled
to
THE
PROVIDER
as
follows:
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| 4.2.1. |
After
the signing of this agreement:
Forty-five percent (45%) of the total amount stipulated in paragraph
4.1
above. For this purpose, the signing date of this document, THE
PROVIDER
accept a promissory note for the amount of $ 35,878.50 (thirty-five
thousand eight hundred and seventy-eight and 50 / / 100 dollars of
the
USA) in favor of THE
PROVIDED,
the same as Appendix
Nº 3
is
an integral part of this agreement.
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| 4.2.2. |
After
thirty (30) days of signing the agreement:
Twenty-five percent (25%) of the total amount stipulated in paragraph
4.1
above.
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| 4.2.3. |
After
sixty (60) days of the signing of the agreement: The
twenty percent (20%) of the total amount stipulated in paragraph 4.1
above.
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| 4.2.4. |
After
delivering of THE DOCUMENTS: Ten
percent (10%) of the total amount stipulated in paragraph 4.1
above.
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4.3
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The
parties declare that the above amount includes the appropriate costs
of
the service area of this document as well as the technical staff
required
by THE
PROVIDER.
Any other additional expenditure must be approved prior written by
THE
PROVIDED.
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4.4
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THE
PROVIDER
conducted the correspondent deductions for consideration to be paid
to
THE
PROVIDED
in
accordance with the current tax regulations.
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FIFTH
CLAUSE: LESSOR DUTIES
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5.1
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Delivering
THE
DOCUMENTS
by
writing to THE
PROVIDED
in
the Spanish language in the place and date set by the parties within
the
period described in the third clause of this
agreement.
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5.2
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Carry
out the obligations assumed under this agreement which are essential
conditions and express the same.
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5.3
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Rendering
the services covered by this agreement at its own risk with their
own
financial resources, technical, material or those necessary for rendering
the services subject of this document.
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5.4
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Engage
qualified and specialized staff in the service rendering, subject
to this
agreement, not receiving orders by THE
PROVIDER.
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SIXTH
CLAUSE: ASSIGMENT OF RIGHTS AND DUTIES
It
is
established that any of parties may assign its rights or contractual position,
in whole or in part with the express prior written consent of the other
party.
SEVENTH
CLAUSE: MODIFICATIONS AND TERMINATION OF THE AGREEMENT
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7.1
|
Any
modification of this agreement which constitutes the elimination,
reduction, enlargement and / or integration of services, through
a prior
agreement between both parties will be conducted by signing of an
Addendum
which will be considered an integral part of the agreement.
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7.2
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Notwithstanding
the period specified in the third clause precedent, THE
PROVIDED
shall be entitled to terminate this agreement in case of non-fulfillment
of obligations assumed by THE
PROVIDER.
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For
such
effect, THE
PROVIDED
shall
notify to THE
PROVIDER
about
its intention to terminate this agreement, giving a maximum period of fifteen
(15) days, effects that their behavior conforms to the provisions of the same,
it does not happen, the agreement means resolved as of right without any claim
that could be made, and without prejudice to any civil actions which may arise
as a result of this situation.
| 7.3.1 |
Also
at expiry of the deadline specified in the third clause of this agreement
without the THE
PROVIDER
had completed the services for which he was engaged, THE
PROVIDED shall
be entitled to deduct from the compensation contemplated in the fifth
clause, the sum of $ 1, 000.00 (Thousand and 00/100 dollars of the
USA)
for each day of delay by penalty, without prejudice to initiate the
correspondent legal actions.
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EIGHT
CLAUSE: NATURE OF CONTRACT
| 8.1 |
The
parties expressly agreed that this agreement has a civilian nature
and no
matter subordinate relation or any dependence of THE
PROVIDED or
their workers with THE
PROVIDER,
nor with the staff engaged for
these.
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| 8.2 |
In
addition, THE
PROVIDED
is
not responsible for the failure of THE
PROVIDER about
its administrative and tax obligations or, in general, to obtain
or renew
their authorizations, permits, licenses, concessions or similar required
for the business activities development and the services implementation,
subject of this agreement.
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NINTH: CONFIDENTIALITY
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9.1
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THE
PROVIDER
undertakes to keep in total reserve all and any information about
THE
PROVIDED
or
its business, which has had access during the performance of this
agreement. This requirement will remain in force despite the expiration
or
termination of this agreement.
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9.2
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The
exception to this provision, the information that: (a)
was public when it was presented to THE
PROVIDER
or
if it becomes a public event to a different non-compliance with the
obligations assumed by either party (b) THE
PROVIDER
has acquired without assuming a duty of confidentiality to a source
other
than the other party, their representatives, officers, employees,
subcontractors or consultants, and (c)
they must be disclosed and / or contained in development or mandated
by
law, decree, sentence or order of the competent authority in the
exercise
of their lawful duties.
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9.3
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THE
PROVIDER is
forced to take the necessary precautions to ensure that confidentiality
obligation assumed by this document, would be fulfilled in strictly
by its
employees, directors, engaged and all dependants. In any case (s)
of such
persons do (n) ignore those obligations, whether intentionally or
unintentionally, directly or indirectly, accept responsibility in
solidarity must compensate THE
PROVIDED
for damages in the event of default.
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TENTH
CLAUSE: NOTIFICATIONS
| 10.1 |
All
s only valid when the domicile was set within the urban radio in
Lima,
Peru.
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| 10.2 |
The
notifications and communications, except those conducted by notary
made
according to procedures established by notaries or by the Peruvian
Law,
shall be deemed effective: (i) the date of delivery, if it is personal,
or
(ii) on the date of receipt to acknowledgement, if it is sent by
registered mail, or courier carrying
prepaid.
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ELEVENTH
CLAUSE: TOTAL AGREEMENT
This
agreement constitutes the entire agreement between the parties and it will
prevail before any prior agreement or statements, oral or written, with respect
to the subject matter. This Agreement may not be modified or amended except
in
writing and signed by the legal representatives of each party duly authorized
complying with the same procedure outlined in paragraph 7.1 of this
document.
TWELVETH
CLAUSE: GOVERNING LAW
The
parties expressly agreed that at any matters not covered by this agreement,
the
Peruvian Civil Code shall be apply and, in general, The Peruvian
law.
THIRTEENTH
CLAUSE: JURISDICTION AND LEGAL DOMICILE
| 13.1 |
The
parties are submitted to jurisdiction of judges and Courts of the judicial
district of Xxxx-Xxxxxxx, for the interpretation, performance or
settlement of any dispute or disagreement that might arise from this
agreement, waiving expressly competition from their domiciles.
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| 13.2 |
The
parties indicated their domiciles as those that appear in the introduction
to this instrument, it being understood that can only be varied prior
notice of attorney issued by the party concerned with not less than
ten
(10) working days prior to the change effective domicile.
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| 13.3 |
All
communications regarding the instrument and, in general, for everything
relating to the implementation and compliance about it shall be delivered
to domicile indicated. If these formalities for domicile change are
not
presents it will produce problems with communications that are directed
at
domicile stated in the introduction to this document.
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Signed
with conformity and approval at 27th
days of
February, two thousand eight.
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p.
THE PROVIDED
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p.
THE PROVIDER
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…………………………………………………….
XXXXXX
XXXXXXX XXXXX VINATEA
ID
No. 09378202
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…………………………………………………..
PERCY
XXXXX XXXXXXXX XXXXXX
ID
N°: 10277254
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……………………………………………………
XXXXX
XXXXX XXXXXXX XXXXXX XXXXXXX
ID
N°: 40401999
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