SERVICES AGREEMENT
Witnessed
hereby the Service
Agreement
entered
into by and between:
|
-
|
IBEROCONS
S.A., a
corporation duly incorporated and existing under the laws of Spain,
with
domicile at
Cae 17th
Ofice Building of the Almería Campus University , of the Cañada of San
Xxxxxx,
04120
Almería (Spain),
duly
represented by Xx. XXXX X. XXXX XXXXXXX as its managing director,
identified with voting card Nº 27.193.172-L, hereinafter referred to as
“THE
PROVIDER”,
and
|
|
-
|
STRATOS
DEL PERU S.A.C., a
corporation duly incorporated and existing under the laws of the
Republic
of Peru, with RUC
(taxpayer identification number) Nº 20515769774,
with domicile at Xx.
Xxxxxxx x Xxxxxxx 000 - Xxxxxxx Xx. 000 - Xxx Xxxxxx - Xxxx - Xxxx
- Xxxx
duly represented by Mr. CARLOS XXXXXXX XXXXX VINATEA, identified
National
Identification Card Nº 09378202, and by Xx. XXXXX XXXXX XXXXXXX XXXXXX
XXXXXXX, identified with National Identification Card Nº 40401999,
hereinafter referred to as “THE
PROVIDED”.
|
Each
representative, by its own right, declare to have the power to compel
THE
PROVIDED and
THE
PROVIDER,
as the
case may be, in
the
following terms and conditions:
FIRST:
BACKGROUND
|
1.1
|
THE
PROVIDED is
a company duly incorporated in the Republic of Peru, which is owner
of
Ingenio
Xxxxxxxx del Norte located
at the city of Chepén, la Libertad (hereinafter “THE
SUGAR MILL”)
|
|
1.2
|
On
the other hand, THE
PROVIDER
is
a Technology-based
Company of the University of Almeria, duly incorporated in Spain,
with
experience in the rendering services indicated in the Second Clause
of
this agreement.
|
|
1.3
|
As
complement of its activities, THE
PROVIDED
is
interested in hiring THE
PROVIDER in
the terms and conditions provided in this agreement.
|
SECOND:
PURPOSE
By
this
agreement, THE
PROVIDED
hires
the services of THE
PROVIDER for
the
purposes of the elaboration of a project which could determine the feasibility
of the use of the sea water (hereinafter THE
PROJECT)
during
the productive process of THE
SUGAR MILL, pursuant
to
the
terms and conditions of this agreement.
THIRD:
PERIOD
The
term
of this agreement will be forty (40) days starting from the day after its
signature.
FOURTH:
CONSIDERATION
| 4.1 |
The
consideration established by the parties was of $ 33,000.00 (thirty-three
thousand and 00/100 US dollars), amount to which the corresponding
taxes
will be added.
|
|
4.2
|
The
amount
before mentioned will be paid to IBEROCONS
SA
in
the following account:
|
Bank:
CAJAMAR.
Branch:
Oficina
Universidad de Almería (Almeria University Office)
Address:
Ctra.
De Sacramento s/n; 04120 La Cañada (Almería) ESPAÑA
IBAN:
XX00
0000 0000 0000 0000 0000
BIC-SWIFT:
XXXXXX0X
The
payment will be made as follow:
| - |
Sixty
percent (60 %) at the signing of this
agreement.
|
| - |
Forty
percent (40%) after the presentation and acceptance of the final
report
delivered after the consultancy.
|
| 4.3. |
Without
prejudice of the aforesaid, THE
PROVIDER
understands that pursuant to the Laws of the Republic of Peru,
THE
PROVIDED
will make the corresponding withholdings of the consideration that
will be
paid to THE
PROVIDER by
THE
PROVIDED.
|
|
4.4.
|
All
the payment vouchers that THE
PROVIDER
will present to THE
PROVIDED, will
be given at the address indicated in the introductory part of this
agreement.
|
FIFTH:
OBLIGATIONS OF THE PROVIDER
| 5.1. |
To
develop and present
THE PROJECT
in
writing and in digital format to THE
PROVIDED.
|
|
5.2.
|
To
carry out the duties assumed in this agreement, which are important
conditions and are described herein.
|
|
5.3.
|
To
rend the services which are the purpose of this agreement on its
own
account with its own financial, technical, material resources or
those
necessaries for rending the services matter of this agreement.
|
The
compliance of the duties to which refers this clause will be verified by
THE
PROVIDED
at any
time directly or through a third party appointed for this purposes, thus
THE
PROVIDER are
bounded to give all kind of information required by THE
PROVIDED referred
to the execution of this agreement.
SIXTH:
VISITS
| 6.1. |
THE
PROVIDER through
its representatives, will visit once (01) the Republic of Peru for
the
purposes of developing the inherent activities of the services here
engaged.
|
The
visit
that THE
PROVIDER
will
make through its agents, will has at least duration of three (03) days starting
from the moment of its arriving to the Republic of Peru.
|
6.2.
|
The
consideration indicated in the Forth Clause of this agreement, includes
all the expenses and costs that THE
PROVIDER
could incur as consequence of the execution of this agreement, including
the visits of its agents to the Republic of Peru.
|
|
6.3.
|
THE
PROVIDER through
its representatives, will execute the services that is in charge
of in the
city of Chepen, Peru, where is located THE
SUGAR MILL, nonetheless,
it will be also necessary that THE
PROVIDER
will visit the place(s) indicated by THE
PROVIDED.
|
| 6.4 |
For
the achievement of the objectives described in this clause, THE
PROVIDER
will communicate in advance and in writing to THE
PROVIDED the
list of
appointed agents for the realization of the services matter of this
agreement.
|
| 6.5. |
In
case of default by THE
PROVIDER
of
any of the duties of this Clause, THE
PROVIDED will
has the power to terminate in
advance this agreement under the protection of the provisions of
the
article 1430º of the Peruvian Civil Code, for this purpose will be enough
that THE
PROVIDED
will sent a writing communication to THE
PROVIDER.
|
SEPTH:
AMENDMENTS AND AGREEMENT´S TERMINATION
|
7.1.
|
All
amendment of this agreement which constitute elimination, reduction,
extension and/or incorporation of services, subject to the agreement
of
the parties, will be carried out through the signature of an Addendum
which will be considered an integral part of the agreement.
|
|
7.2.
|
Nevertheless
the term established in the previous Third Clause, THE
PROVIDED shall
be empowered to terminate this agreement in case of default of the
duties
assumed by THE
PROVIDER.
|
For
this
purpose, THE
PROVIDED
will
communicate to THE
PROVIDER its
intention of rescinding this agreement, giving a term to adapt its performance
to what is established in this agreement. Such term will be enough according
to
the default nature and will be at least of fifteen (15) calendar days starting
from the day after the reception of the communication. If is performance is
not
adapted within the established term. The agreement will be understood as
rescinded of full right without any claim that could be filed, and without
prejudice of the civil actions that could be derived as consequence of this
situation.
|
7.3.
|
Further
expired the term indicated in the Third Clause of this agreement
without
the culmination of THE
PROJECT
by
THE
PROVIDED, THE PROVIDER will
be empowered to discount, of the consideration described in the Forth
Clause, the amount of US $ 100.00 (one hundred and 00/100 US dollars)
for
each day of delay as penalty, without prejudice of subsequent damage.
|
EIGHT:
CONFIDENTIALITY
|
8.1.
|
THE
PROVIDER
binds itself to keep as confidential all
and any information of
THE PROVIDED or
about its
business, to which he has had access on the occasion of the execution
of
this agreement. This Obligation will be in force nevertheless the
maturity
or termination of this agreement.
|
|
8.2.
|
It
is excluded of this provision, the information that: (a) was public
at the
moment when was given to THE
PROVIDER
or
if it becomes public by another event different to a default situation
of
the duties assumed by any of the parties, (b) THE
PROVIDED
has acquired without assume an confidential obligation, of any source
different to the other party, its agents, officers, employees,
subcontractors or advisers; and (c) that should be reveal and /or
disclosed in development or by mandate of a law, decree, sentence
or order
of the corresponding authority on the exercises of its legal functions.
|
|
8.3.
|
THE
PROVIDER binds
itself to take necessary precautions and warranties to ensure that
the
duty of confidentiality that assume by this document will be accomplished
strictly by its employees, officers, engaged personnel and all the
personnel that is in charge of. In case that any of them disregard
such
obligations, voluntarily or involuntarily, directly or indirectly,
will
assume the responsibility in a supportive form, compensating THE
PROVIDED
for these damages and prejudices caused in case of default.
|
NINTH:
ASSIGMENT OF DUTIES AND RIGTHS
It
is
established between the parties that relating to this agreement, any of the
parties may could assign its rights or its contractual position, totally or
in
part with the pervious and the express consent in writing of the legal
representative of the other party.
|
10.1
|
The
parties expressly establish that this agreement has a civil nature
and
does not matter the relation of subordination or any dependence of
THE
PROVIDER, its
employees or personnel in charge of THE
PROVIDED, or
the personnel engaged by him.
|
|
10.2
|
Further,
THE
PROVIDED
is
not responsible for the default by THE
PROVIDER
of
its administrative, tax system duties or, in general, for obtaining
or
renovating of its authorizations, permissions, licenses, and concessions
or similar demanded for the development of its business activities
and for
the compliance of the provision purpose of this agreement. In this
sense,
THE
PROVIDER
abides itself to keep undamaged THE
PROVIDEDR against
any action that could be made to him as consequence of default by
THE
PROVIDER
of
this provision.
|
ELEVENTH:
DECLARATION OF THE PROVIDER
THE
PROVIDER declares that:
|
(i)
|
Does
not have an established place of business in Peru, or representatives
in
Peru that usually exercise faculties to hire on its
representation.
|
|
(ii)
|
The
services required herein will not be carried out through the use
of an
established place of business in
Peru.
|
In
this
sense, THE
PROVIDER
declares
that its activity in the execution of this agreement will be limited to the
realization of THE
PROJECT; and
abides itself to
keep
THE
PROVIDED
undamaged for
the
eventual consequences that could produce the inaccuracy of this
declaration.
TWELFTH:
TOTAL AGREEMENT
This
agreement constitutes the total agreement between the parties and will prevail
over any previous agreement or manifestation, orally or in writing, relating
to
the purpose of the same. This agreement will not be modified or amended, except
in writing and with the signature of the legal representatives of each party
duly authorized carrying out the same formalities described in 7.1 of this
document.
THIRTEENTH:
GOVERNING LAW
This
agreement will be governed by the rules in force of the Republic of
Peru.
FOURTEENTH:
ARBITRATION
|
14.1.
|
This
agreement will be governed by the Peruvian laws and
rules.
|
|
14.2.
|
Any
dispute, controversy, estrangement, difference or claim arising out
between the parties related to the interpretation, execution, resolution,
culmination, effectiveness, annulment, abolition or invalidity derived
or
related to this agreement that could not be settled by mutual consent,
will be submitted to arbitration of right.
|
|
14.3.
|
There
will be three arbitrors, each party will appoint one arbitror and
these
two arbitrors will appoint the third one who will chair the arbitral
tribunal. If any of the parties does not appoint its corresponding
arbitror within the fifteen (15) calendar days after receiving the
written
request by the party that requires the arbitration or if within an
equal
term of 15 calendar days starting from the day of the appointment
of the
second arbitror, the two arbitrors could not come to an agreement
about
the third arbitror, the appointment will be made, at the request
of any of
the parties by the National and International Arbitration and Conciliation
Center of the Chamber of Commerce of Lima.
|
|
14.4.
|
In
case that for any circumstance a substitute arbitror should be appointed,
this arbitror will be appointed following the previous
process.
|
|
14.5.
|
The
arbitration will be hold in Lima-Peru. The official language of the
arbitration will be Spanish.
|
|
14.6.
|
The
Parties waive any right to appeal the arbitral award.
|
| 14.7. |
For
any intervention of the judges and the ordinary tribunals within
the
arbitral process, the parties are expressly submitted to the jurisdiction
of the judges and tribunal of the district of Lima, waiving to their
own
jurisdiction.
|
FIFTEENTH:
AGREEMENT EXECUTION
Each
of
the parties execute on march 10th, 2008, on the venue of its own domicile an
identical copy of this document and will sent its corresponding copy to the
other party, considering as their domiciles those indicated in the introduction
of this agreement.
Furthermore
the parties recognizes the validity of this Agreement with the signature of
the
parties and the sent versions by fax or e-mail.
|
THE
PROVIDED
|
THE
PROVIDER
|
|
|
Xxxxxx
Xxxxxxx Xxxxx Vinatea
Gerente
General
|
Xxxx
X. Xxxx Xxxxxxx
Consejero
Delegado de Iberocons SA
|
|
|
Xxxxx
Xxxxx Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxxx
A
|
||
