SERVICES AGREEMENT
| - |
STRATOS
DEL PERÚ
S.A.C.,
identified
with Taxpayer’s Registration Number 20515769774, domiciled at Xx. Xxxxxxx
x Xxxxxxx 000 Xx. 000, xxxxxxxx of San Xxxxxx, province y 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 of attorney registered in the Electronic
Entry No.
11995912 of the Legal Entities Registry of Lima Registry Office,
hereinafter called the “PROVIDED;
and, by,
|
| - |
BIOTECNOLOGÍA
DEL PERU
SAC,
identified with Taxpayer’s Registration Number. 20518174941,
domiciled at Av.
Xxxxxx Xxxxxx 525 - Interior 000 - Xxxxxxxx xx Xxxxx - Xxxx - Xxxx,
duly
represented by Xx. Xxxxxx
Xxxxxxx Xxxxxx Xxxxxx, identified
with National Identity Card No.
07637156 according
to the powers registered in the Electronic Entry No.
11995912 of the
Legal Entities Registry of Lima Registry Office, hereinafter called
the
“PROVIDER”.
|
The parties agree to execute this agreement under the following terms and conditions:
FIRST:
BACKGROUND
|
1.1
|
The
PROVIDED
is
a company devoted to the production and distribution of hydrocarbons
elaborated from sugar cane; therefore, the provision of services
described
in the second clause hereof is required.
|
| 1.2 |
The
PROVIDER
is
a legal entity specialized in the provision of services as described
in
the Second Clause hereof.
|
| 1.3 |
As
complement of his business activities, the PROVIDED
contracts
the PROVIDER
under
the terms and conditions pointed out
herein.
|
SECOND:
PURPOSE
|
2.1
|
The
PROVIDER
hereby undertakes before the
PROVIDED,
who accepts, to provide services described in the “Terms
of Reference” indicated
in Appendix
No. 1
hereof, which duly subscribed by the parties makes an integral part
of the
same.
|
|
2.2
|
Any
and all goods, materials and/or equipments that the PROVIDER
requires
to fulfill his obligations contemplated herein shall be directly
acquired
by the PROVIDER.
|
THIRD
CLAUSE : TERM
|
3.1
|
The
term considered to carry out the services will described in the
Appendix
No. 1 and
will counted from the day after the subscription
hereof.
|
| 3.2 |
Notwithstanding
the term agreed, the PROVIDED
shall be able to unilaterally terminate this agreement without stating
a
cause. In such case, the PROVIDED
shall send to the PROVIDER
a
written communication with fifteen (15) calendar days in advance;
after
this period of time, this agreement shall be terminated without notice
and
without any claim, compensation, payment or reimbursement.
|
| 3.3 |
In
the event that the PROVIDED
decides
to terminate this agreement in advance, this one shall carry out
the
liquidation in collaboration with the PROVIDER
in
order to determinate the accurate consideration that should be paid
to the
PROVIDER
for the services rendered during the validity of the agreement.
|
FOURTH:
CONSIDERATION
|
4.1
|
The
PROVIDED
undertakes to pay the PROVIDER
for the services subject matter hereof, the sum of US $ 98,000.00
(ninety
eight thousand and 00/100 USA Dollars) including
the applicable taxes. The payment shall be made at the end of the
services.
|
|
4.2
|
The
PROVIDER
undertakes to issue the corresponding payment
receipts.
|
|
4.3
|
The
parties agree that the sum before indicated includes the expenses
for
services. Any other additional expenses should be previously approved
in
writing by the PROVIDED.
|
|
4.4
|
All
payments shall be made when the supervisor issues the approval indicated
in the Appendix
No. 01, Terms
of Reference.
|
|
4.5
|
The
PROVIDED shall
carry out the corresponding deductions from the consideration that
should
be paid to the
PROVIDER
in
accordance with the current tax
regulations.
|
FIFTH:
ASSIGNMENT
| 5.1 |
The
parties agree regarding this agreement that, the PROVIDER
shall not be able to assign neither his rights nor his contractual
position, totally or partially, without prior and express approval
in
writing by the authorized representative of the
PROVIDED.
|
| 5.2 |
The
PROVIDER
hereby expressly authorizes the PROVIDED
in
advance, so this last one may assign partially or totally any right
and/or
obligation generated herein, including his contractual position.
|
| 5.3 |
It
is expressly established that the assignment agreement shall be valid
from
the moment that the agreement between the PROVIDED
and the grantee is informed to the PROVIDER
through
a notary’s letter sent to his domicile indicated at the beginning hereof.
|
| 5.4 |
In
spite of the fact that it is not necessary for the validity and purposes
of this assignment agreement specified in the previous paragraphs,
upon
request of the PROVIDED
and/or the corresponding grantee, the
PROVIDER
undertakes at the proper time to provide the private and/or public
documents and instruments that may be required, so such assignment
of
rights, duties, or even the assignment of the contractual position
regarding this agreement may be fully enforceable by the grantee
and
the
PROVIDER,
without any limitation.
|
SIXTH: PROVIDED’S
OBLIGATIONS
By
virtue
of this agreement the
PROVIDED undertakes
to:
|
6.1
|
Provide
the PROVIDER
with the necessary facilities, so he may fulfill with the provision
of
services referred to herein.
|
|
6.2
|
Pay
the consideration agreed within the fixed terms to the
PROVIDER.
|
SEVENTH:
PROVIDER’S OBLIGATIONS
Likewise,
the PROVIDER
undertakes to:
|
7.1
|
Diligently
provide services subject matter hereof according to the terms and
conditions established herein and in its appendixes.
|
|
7.2
|
Return
the documentation that may have been delivered during the provision
of the
contracted services.
|
|
7.3
|
Make
the necessary coordinations with the
PROVIDED
in
order to carry out the services subject matter hereof.
|
|
7.4
|
Not
to subcontract the service subject matter hereof without the approval
in
writing of the
PROVIDED.
|
|
7.5
|
Fulfill
the other duties specified herein and in the regulations of the Peruvian
Civil Code.
|
EIGHTH:
CONFIDENCIALITY
|
8.1
|
The
PROVIDER
undertakes to keep in strictest confidence all information regarding
the
PROVIDED
or
his business, to which the PROVIDER
may have had access during the execution hereof. This obligation
shall
remain in effect in spite of the expiration or termination
hereof.
|
|
8.2
|
It
is exempted from this regulation, the information that: (a)
was public at the moment in which this one was provided to the
PROVIDER
or
if it becomes public due to an event other than a situation of
non-fulfillment of the obligations assumed by any party, (b) the
PROVIDER
has acquired without assuming a confidential obligation, from other
source
than the other party, their representatives, officers, employers,
subcontractors or consultants; and (c)
that should be revealed and/or spread in execution or by order of
a law,
decree, judgment or mandate of the proper authority in exercise of
his
legal functions .
|
NINTH:
AMENDMENTS
AND TERMINATION OF THE AGREEMENT
| 9.1 |
This
agreement makes the total agreement between both parties, and shall
prevail over any other previous agreement or manifestations, orally
or in
writing, regarding the purpose of the same. This agreement shall
not be
able to be modified or amended, except in writing and with the legal
representatives’ signature of each party duly authorized. And, it shall
not be able to be modified or amended by any other act, document,
use or
habit.
|
| 9.2 |
Likewise,
in the event of
non-fulfillment of the obligations assumed herein, the rectification
of
the non-fulfillment shall be able to be required through a notary
office
in a term no longer than fifteen (15) calendar days, subject to penalty
that the agreement remains terminated without notice.
|
TENTH:
APPLICABLE LAW
The
parties expressly agree that, anything not contemplated in this Agreement shall
be regulated by the Civil Code and, in general, by the Peruvian
legislation.
ELEVENTH:
NATURE OF THE AGREEMENT
| 11.1 |
The
parties expressly establish that this agreement is civil in nature
and it
does not matter the relationship of any subordination or dependence
of
the
PROVIDER
or
his employers with the
PROVIDED,
or with the personnel hired by the
PROVIDER.
|
| 11.2 |
Likewise,
the
PROVIDED
is
not responsible for the non-fulfillment of the PROVIDER’s
obligations in administrative or tax matter or, in general, for the
obtaining or renewal of his authorizations, permits, licenses, transfers
or others demanded for the development of his business
activities.
|
TWELFT:
JURISDICTION
AND LEGAL DOMICILE
The
parties shall submit to the Judges’ and Courts’ authority of the judicial
district of Xxxx - Xxxxxxx, for the interpretation, execution or solution of
any
conflict or disagreement that may arise from this agreement, expressly
relinquishing the jurisdiction of their domiciles.
The
parties indicate as their domiciles those ones appearing at the beginning of
this document. Therefore, it is understood that those domiciles shall be able
to
be changed only with a prior notary's communication sent by the interested
party
ten (10) working days in advance, at least, before the effective change of
the
domicile.
All
communications regarding the agreement and, in general, anything referred to
the
execution and fulfillment of the same should be sent to the domicile specified
above. If these formalities regarding the change of domicile are not observed,
the communications sent to the domicile specified at the beginning of this
agreement shall be valid.
In
witness whereof, this agreement is approved and signed the sixth day of February
of the year Two Thousand and Eight.
The
PROVIDED The
PROVIDER
