Complete Business Cooperation Agreement

TEMPLATE ADDED BY Aguilera Pino & Asociados ENTERPRISE Nº 1 – ENTERPRISE Nº 2 Cooperation, Confidentiality, Exclusivity, Profit Sharing and Non-Circumvention Agreement Date: Parties: Effective immediately upon signature ENTERPRISE Nº 1 (hereinafter jointly referred to as “ENTERPRISE Nº 1”), having respective addresses at ____________________________________________________ ________________________________________________. And all of ENTERPRISE Nº 1 ’s subsidiaries, affiliates, officers, directors, shareholders, agents, joint venture partners, subcontractors, main contractors, employees, consultants, attorneys and other representatives, wherever located and wherever doing business. ENTERPRISE Nº 2 (Hereinafter “ENTERPRISE Nº 2”), having an address at _____________________________________________________ _______________________________________________. And all its subsidiaries, affiliates, officers, directors, shareholders, agents, joint venture partners, subcontractors, main contractors, employees, consultants, attorneys and other representatives wherever located and wherever doing business. Agreement: This Cooperation, Confidentiality, Exclusivity, Profit Sharing and Non-Circumvention Agreement is entered into to provide a framework for subsequent project-specific agreements to be entered into on a case-by-case basis between ENTERPRISE Nº 1 – ENTERPRISE Nº 2 Regarding: Projects in Central and South America, specifically in Panama, Venezuela, Brazil, Ecuador, Argentina, Peru and Colombia ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 1 / 19 regarding Supplies to, investments in, sourcing from and Construction / Procurement / Assistance / Etc of: ____________________________________________________ ________________________________________________. RECITALS Whereas: Substantial and far-reaching business potentials exists between ENTERPRISE Nº 1 – ENTERPRISE Nº 2 in business projects around the world; Whereas: ENTERPRISE Nº 1 has introduced its client profile and discussed its background and capabilities with ENTERPRISE Nº 2 in March 2008 and April 2008; Whereas: ENTERPRISE Nº 2 and ENTERPRISE Nº 1 have exchanged several “Letters of Interest”, whereas ENTERPRISE Nº 1 expressed its interest in introducing to its clients well-documented opportunities to invest in in Central and South America, specifically in Panama, Venezuela, Brazil, Ecuador, Argentina, Peru and Colombia or elsewhere in the followings areas: Supplies to, investments in, sourcing from and Construction / Procurement / Assistance / Etc and other sectors. ENTERPRISE Nº 2 acknowledges its preparedness to source from its clients and associates in those countries specific opportunities and clear commercial mandates to table such project leads to ENTERPRISE Nº 1 in the appropriate manner. A format of a generic “Letter of Interest” to be issued by ENTERPRISE Nº 1 is added into this Agreement as per Annex Nº 1; Whereas: ENTERPRISE Nº 1 has access to multiple Business / state-owned and private institutions in X Country interested to invest and acquire, supply to and source from, construct and Build-Operate-Transfer and Build-Operate-Own projects (BOT/BOO projects) in such countries; Whereas: ENTERPRISE Nº 2 has given to ENTERPRISE Nº 1 an initial “List of Business Opportunities” in {date}, describing multiple target markets and types of projects; Whereas: ENTERPRISE Nº 1 is keen to present to and discuss with its predominantly X Country clients, associates and partners in the sectors of banking, construction, equipments, commodities & mining, energy and trading the ENTERPRISE Nº 2 -prepared “List of opportunities in X Countries”. ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 2 / 19 Whereas: ENTERPRISE Nº 1 will share the feedback from any encouraging results (or otherwise) of those discussions with its client before, during, or after each such occasions, meetings, or discussions with ENTERPRISE Nº 2 in the appropriate manner; Whereas: ENTERPRISE Nº 1 ’s his representative Mr. / Mrs. {NAME} has met with the President and Vice-President of ENTERPRISE Nº 2 in order to discuss the joint business opportunities in Latin America; Whereas: ENTERPRISE Nº 1 and ENTERPRISE Nº 2 believe that, prior to exploring all the business opportunities in X Countries proposed by ENTERPRISE Nº 2 , it is appropriate to sign collaboration, confidentiality, exclusivity, Profit Sharing and non-circumvention covenants; Whereas: Both Parties desire to enter into a collaboration business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, consultants, partners, co-ventures, trading partners, agents, and other associated organizations, Whereas: Both Parties wish to enter into this Agreement to define certain parameters of the future legal and commercial obligations on both sides, being bound by a duty of Confidentially, Non Disclosure and Non Circumvention terms with respect to their respective sources, clients and contacts. This duty is in accordance with the International Chamber of Commerce Convention (ICC Model Occasional Intermediary Contract, Publication No.619). NOW, THEREFORE, in consideration of the significant progress of the discussions between ENTERPRISE Nº 2 and ENTERPRISE Nº 1 , the mutual promises, assertions and covenants herein and other good and valuable considerations, THE PARTIES HEREBY AGREE AS FOLLOWS: ARTICLE I: COLLABORATION: For the purpose of this Clause, the expression "Collaboration" shall mean in the present contract any agreement or arrangement made or proposed to be made between ENTERPRISE Nº 1 and ENTERPRISE Nº 2 for the collaboration on mutually agreed on business opportunities in Latin America. ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 3 / 19 ENTERPRISE Nº 1 expresses its interest in proposing to its clients and associates, based in the X COUNTRY and other countries, to enter into business transactions – such as investment, supplying, contracting, buying or building products and projects in X COUNTRIES, specifically in the area of _____________________________________________ projects, and another types of legal business with a non-criminal origin that ENTERPRISE Nº 1 in its criteria may consider in the future. ENTERPRISE Nº 2 express its interest in introducing to ENTERPRISE Nº 1 its clients in X COUNTRIES, specifically in the sectors of Technology / Minerals & Mines / Commodities / Construction and infrastructure projects, another types of legal business of non criminal origin that ENTERPRISE Nº 1 in its criteria may consider in the future. Prior to the direct client introduction, ENTERPRISE Nº 2 shall avail ENTERPRISE Nº 1 well-prepared project documentations and - if a positive feedback is received from ENTERPRISE Nº 1 , ENTERPRISE Nº 2 shall make its best efforts to obtain a comprehensive commercial mandate from its clients and sources. The duration of this Cooperation Agreement shall be valid as long as any of the jointly pursued and structured business transaction endure (investments / supplying / buying / building), which means, that the stipulations of this agreement will remain valid until the closure of the last business between ENTERPRISE Nº 2 ´s clients and ENTERPRISE Nº 1 ´s clients, from the date of subscription of the present contract. This Agreement will be valid and binding in its contents as is. Should either or both of the Parties desire to continue with the joint cooperation program, such extension of validity or any alterations to it shall be requested in writing to extend or alter the Agreement. Termination of This Agreement. This Agreement and all of Parties obligations hereunder may be terminated by ENTERPRISE Nº 2 or ENTERPRISE Nº 1 for any reason upon giving to the respective other party four (4) weeks notice thereof in order to avoid any inconveniences or damages that shall may arise from each party’s client side. ARTICLE II: CONFIDENTIALITY: ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 4 / 19 ENTERPRISE Nº 2 shall keep confidential in front of third parties any and all information provided to it by ENTERPRISE Nº 1 about its projects and business activities, and clients. ENTERPRISE Nº 1 shall keep confidential in front of third parties any and all information provided to it by ENTERPRISE Nº 2 about its projects and business activities, and clients. Any disclosure of information by either party to third parties shall be authorized in advance by the respective other party. Either party to this Agreement shall on request from the other return any documents or items connected with the disclosure and shall not retain any unauthorized copies or likenesses. Both Parties agree that they will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the signatory parties of this agreement in order to develop the business. This confidentiality clause shall remain in force for a period of three (3) years after the parties have concluded active discussions. This confidentiality clause does not apply to any information in the public domain or which the receiving party can show was either already lawfully in their possession prior to its disclosure by the other party or acquired without the involvement, either directly or indirectly, of the disclosing party. ARTICLE III: NON-CIRCUMVENTION ENTERPRISE Nº 2 shall not attempt in any manner to deal directly or indirectly with ENTERPRISE Nº 1 ´S clients, or become involved in any transaction with them or otherwise exploit the relationship with ENTERPRISE Nº 1 ´S clients except pursuant to and subject to the signed Success Fee Agreement between the client and ENTERPRISE Nº 1 . It is advisable that ENTERPRISE Nº 2 sign with its clients a non circumvention agreement, in order to protect common interests between ENTERPRISE Nº 2 and ENTERPRISE Nº 1 , in particular versus the parties introduced by ENTERPRISE Nº 1 towards the clients of ENTERPRISE Nº 2 . ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 5 / 19 ENTERPRISE Nº 2 agrees not to contact or initiate contact at any time for any purpose, either directly or indirectly, with ENTERPRISE Nº 1 ´S clients or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of its clients, unless ENTERPRISE Nº 1 specifically gives written advance approval on a case-by-case basis, project-by-project, or country-bycountry basis. Approval may be withheld in ENTERPRISE Nº 1 ’s sole discretion. If ENTERPRISE Nº 2 is contacted by ENTERPRISE Nº 1 ´S client for any purpose other than discussions or negotiations that have been specifically approved in advance by ENTERPRISE Nº 1 , then ENTERPRISE Nº 2 shall immediately notify ENTERPRISE Nº 1 in writing, and request permission to conduct such discussions or negotiations ENTERPRISE Nº 2 shall further keep ENTERPRISE Nº 1 informed and apprised of the progress and / or results of all such approved direct discussions and negotiations, if and to the extent ENTERPRISE Nº 1 representatives are not themselves present and participating. ENTERPRISE Nº 2 further agrees not to undertake any transaction or a series of transactions of any kind with ENTERPRISE Nº 1 ´S clients or to collect any payments or Profit Sharing from ENTERPRISE Nº 1 ´S clients without the involvement of ENTERPRISE Nº 1 expressed in written agreement signed by ENTERPRISE Nº 1 and its client. On the other hand, ENTERPRISE Nº 1 shall not attempt in any manner to deal directly or indirectly with ENTERPRISE Nº 2 ´S clients, or become involved in any transaction with them or otherwise exploit the relationship with ENTERPRISE Nº 2 ´S clients except pursuant to and subject to the signed Success Fee Agreement between the client and ENTERPRISE Nº 2 . Also, it is advisable that ENTERPRISE Nº 1 signs with its clients and associates a non circumvention agreement, in order to protect the common interests between ENTERPRISE Nº 2 and ENTERPRISE Nº 1 . ENTERPRISE Nº 1 agrees not to contact or initiate contact at any time for any purpose, either directly or indirectly, with ENTERPRISE Nº 2 ´S clients or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of its clients, unless ENTERPRISE Nº 2 specifically gives written ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 6 / 19 advance approval on a case-by-case basis, project-by-project, or country-bycountry basis. Approval may be withheld in ENTERPRISE Nº 2 ’S sole discretion. If ENTERPRISE Nº 1 is contacted by ENTERPRISE Nº 2 ´S client for any purpose other than discussions or negotiations that have been specifically approved in advance by ENTERPRISE Nº 2 , then ENTERPRISE Nº 1 shall immediately notify ENTERPRISE Nº 2 in writing, and request permission to conduct such discussions or negotiations. ENTERPRISE Nº 1 shall further keep ENTERPRISE Nº 2 informed and apprised of the progress and / or results of all such approved direct discussions and negotiations, if and to the extent ENTERPRISE Nº 2 representatives are not themselves present and participating. ENTERPRISE Nº 1 further agrees not to undertake any transaction or a series of transactions of any kind with ENTERPRISE Nº 2 ´S clients or to collect any payments or Profit Sharing from ENTERPRISE Nº 2 ´S clients without the involvement of ENTERPRISE Nº 2 expressed in written agreement signed by ENTERPRISE Nº 2 and its client. Vice versa, the same applies for ENTERPRISE Nº 2 with regards to ENTERPRISE Nº 1 ’s clients. This non circumvention clause shall include, but not be limited to, the terms of this Agreement, any additions, renewals, extensions, roll-over amendments, re-negotiations, new contracts, parallel contracts or any other agreements, or any third party assignment thereof. This non circumvention clause shall remain in force for a period of three (3) years after the parties have concluded active discussions, business or bargaining process. ARTICLE IV: EXCLUSIVITY for PROJECTS INTRODUCED and ACCEPTED ENTERPRISE Nº 2 hereby confers upon ENTERPRISE Nº 1 the exclusive rights to pursue, negotiate, arrange, and transact business with ENTERPRISE Nº 2 ´S clients on ENTERPRISE Nº 1 ´S clients behalf for projects introduced and accepted; and the right for both Parties to be rewarded pursuant to the Success Fee Agreement entered into between ENTERPRISE Nº 2 ´S clients and ENTERPRISE Nº 1 for any and all contracts or subcontracts of any nature or description entered into between ENTERPRISE Nº 1 ´S client and any of its subsidiaries and affiliates wherever located, and ENTERPRISE Nº 2 ´S client ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 7 / 19 and any of its subsidiaries and affiliates during the life of this Agreement and any extensions thereof . ENTERPRISE Nº 1 hereby confers upon ENTERPRISE Nº 2 the exclusive rights to pursue, negotiate, arrange, and transact business with ENTERPRISE Nº 1 ´S clients on ENTERPRISE Nº 2 ´S clients behalf for projects introduced and accepted; and the right for both Parties to be rewarded pursuant to the Success Fee Agreement entered into between ENTERPRISE Nº 1 ’s clients and ENTERPRISE Nº 2 , for any and all contracts or subcontracts of any nature or description entered into between ENTERPRISE Nº 2 ´S client and any of its subsidiaries and affiliates wherever located, and ENTERPRISE Nº 1 ´S client and any of its subsidiaries and affiliates during the life of that Agreement and any extensions thereof . Both Parties agree that they will not disclose names, addresses, email address, telephone and telefax or telex numbers to any contacts by either party to third parties ( unless that such has been pre approved by the respective other party ) and that they each recognize such contracts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts revealed by the other party. Both Parties agree that they further undertake not to enter – for the purpose of jointly defined and commenced projects - into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other party, or parties, to do so. For the sake of this agreement, it does not matter whether information is obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause. ARTICLE V: PROFIT SHARING UNDERSTANDING Every investment project, finance, selling or trading opportunity in the Business Project List as per Annex Nº 2 presented by ENTERPRISE Nº 2 will be treated on a case by case basis. Profit Sharing: Once both parties have a clear understanding of each business opportunity and the specific commercial objectives, procedures and the terms of the potential Project leads, ENTERPRISE Nº 1 and ENTERPRISE Nº 2 will ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 8 / 19 define in advance and agree on the economic and compensation formula for each single project, including allocations for and payments to third parties. The Parties agree that none of the parties bills the respective other party in this team and collaboration effort. Should there be any third party costs that need to be shouldered before, whilst or after the project implementation, this again ought to be a joint effort reflective of the projected split of profits and project upsides. Again, ENTERPRISE Nº 2 and ENTERPRISE Nº 1 declare and accept that every project will be analyzed and handled in a case by case basis with regards to the definition and split of profits. Regards any business transaction to be closed, the respective party that is in a better position to secure a commission, fee or trading margin for the targeted business transaction, needs to fully and transparently to disclose in advance to the other party the full amount of those commissions & margins invoiced, obtained or retained . If any of the undersigned parties agrees to pay a commission or fee related to a Completed Transaction to anyone else without having obtained the respective other party’s consent herefor in advance, then such commission or fee shall not reduce the pre-agreed Profit Sharing. No other Profit Sharing. ENTERPRISE Nº 1 hereby covenants and agrees with ENTERPRISE Nº 2 ´S client that, to the best of the ENTERPRISE Nº 1 knowledge, information and belief, having made due enquiry, no other finder's fee or commission is or will be payable by ENTERPRISE Nº 2 ´S client to any other party in connection with any Completed Transaction hereunder, except the Profit Sharing due for ENTERPRISE Nº 2 services. ENTERPRISE Nº 2 hereby covenants and agrees with ENTERPRISE Nº 1 ´S client that, to the best of the ENTERPRISE Nº 2 knowledge, information and belief, having made due enquiry, no other finder's fee or commission is or will be payable by ENTERPRISE Nº 1 ´S client to any other party in connection with any Completed Transaction hereunder, except the Profit Sharing due for ENTERPRISE Nº 1 services. Profit Sharing for Consultants, Representatives and Agents. The Parties agree, that they are responsible for the costs associated with their personnel, consultants, representatives and agents, and promise each other not to hold the other party liable if the project paymaster fails to fulfill payment obligations ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 9 / 19 regarding the income received from the completed business transaction under this Collaboration Joint Programme. BANKING COORDINATES ENTERPRISE Nº 1 Bank Name: XXXXXXXXXXX Bank Street Address: Bank City & Country: Bank Officer’s Name: Account Name: ENTERPRISE Nº 1 Account Number: ABA Number: SWIFT Number: na ENTERPRISE Nº 2 Bank Name: Bank Street Address: Bank City & Country: Bank Officer’s Name: Account Name: Account Number: ABA Number: SWIFT Number: XXXXXXXXXXX ENTERPRISE Nº 2 ARTICLE VI: INDEMNIFICATION AND LEGAL PROCEEDINGS Indemnification. The Parties hereto agree to indemnify and hold harmless the other Party hereto, including its respective affiliates and their respective directors, officers, employees and agents (each such party being an "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind, including any investigation expenses incurred by any Indemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement. Amount of indemnification. That in the event of a breach of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to double the maximum Profit Sharing it would have realized from the transaction or service it should be entitled to realize from such a successful transaction completion plus any and all expenses, ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 10 / 19 including but not limited to, all legal costs and expenses incurred to recover the lost income/profits. No indemnification. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a court of competent jurisdiction in a final judgement shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct. Claim of indemnification. The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity. Notice of claim. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against any of the Parties hereto, the Indemnified Party will give the relevant Party hereto prompt written notice of any such action of which the Indemnified Party has knowledge and such Party will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt of ENTERPRISE Nº 2 /ENTERPRISE Nº 1 counsel acceptable to the Indemnified Party affected and the payment of all expenses. Failure by the Indemnified Party to pass notification shall not relieve any Party hereto of such Party's obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by any Party hereto of substantive rights or defenses. Settlement. No admission of liability and no settlement of any action shall be made without the consent of each of the Parties hereto and the consent of the Indemnified Party affected such consent not to be unreasonable withheld. Contribution. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the relevant Party hereto shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by any Party hereto on the one hand and the Indemnified Party on the other, but also the relative fault of the Parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the relevant Party hereto shall in any event contribute to the amount paid or payable by the Indemnified ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 11 / 19 Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the Profit Sharing actually received by the Indemnified Party hereunder. Proof of Documents. Signed facsimile or E-mail transmissions of this Agreement including any annex identified as part of this document, shall be considered an original of the document and shall have the same effect and force as signed hardcopy originals of this Agreement and shall be binding and legally enforceable as any full recourse commercial contract. ARTICLE VII: FORCE MAJEURE Events. If either Party hereto is at any time either during this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions, accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the performance by that Party of its respective obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay. Notice. A Party shall give notice within ten (10) calendar days to the other Party of each event of force majeure, and upon cessation of such event shall furnish the other Party with notice of that event together with particulars of the number of days by which the obligations of that Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure. ARTICLE VIII: ADDITIONAL PROVISIONS: Section 1. Authority. ENTERPRISE Nº 2 and ENTERPRISE Nº 1 signatories hereby represent and declare that they each have full right, power and authority to execute this Agreement and to perform the actions contemplated hereby. Upon execution of this Agreement, ENTERPRISE Nº 2 and ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 12 / 19 ENTERPRISE Nº 1 shall bind their representatives and all subsidiaries and affiliated companies, firms, and organizations, to the terms of this Agreement. ENTERPRISE Nº 2 shall cause its clients to agree to take appropriate steps to assure that their respective subsidiaries and affiliates are informed of the provisions and intentions of this agreement and are aware of their obligations under it. ENTERPRISE Nº 1 shall cause its clients to agree to take appropriate steps to assure that their respective subsidiaries and affiliates are informed of the provisions and intentions of this agreement and are aware of their obligations under it. Section 2. Integration and Severability. This Agreement supplements the in parallel or subsequently signed respective “Letter of Interest” as per Annex Nº 1 and Annex Nº 2 (the commercial sheet definition project by project), which will clearly define the structure and modus operandi of the profit sharing, such as: the project amount, equity interest, the earnings model (commissions, margins, ….) between the parties and is to be interpreted in a manner consistent with and supportive of that Agreement. If any term or terms of this Agreement is/are held to be unenforceable or unlawful, the remaining terms of this Agreement shall continue in full force and effect. Section 3. Dispute Resolution. All disputes, controversies or claims related to arising out of or in connection with the present Agreement shall be finally settled by Arbitration in London – United Kingdom according to the Commercial Arbitration Rules of London by one or more arbitrators appointed in accordance with the said Rules, in English language and its decision (award) will be binding. It is therefore now agreed that the result of the Arbitration is deemed to be enforceable under any jurisdiction to which one of the Parties is subject, and this is binding on either of the Parties of this Agreement. The prevailing party shall be entitled to all Profit Sharing and costs arising therefrom, including, but not limited to, legally agreed Profit Sharing and costs. If any direct or indirect circumvention is proven to be intentional and success Profit Sharing should have been lost as a consequence, the aggrieved party will be entitled to monetary compensation, equal to double the maximum Profit Sharing it would have realized from the transaction. ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 13 / 19 Section 4. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, including telecopy facsimiles, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Section 5. Amendments. This Agreement may only be amended, supplemented, or otherwise altered with the express written consent of all parties hereto. In this manner, no modification, rescission, waiver, release, or amendment of any provision of this Agreement shall be made, except by a written agreement signed by the undersigned Parties. Section 6. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person or by registered or certified mail, return receipt requested, postage and Profit Sharing prepaid, or by overnight courier, receipt signature required, or by telecopy transmission or email transmission, with verification of the transmission received by the sender, to the parties as set forth below or at such other place as either party may, by written notice to the other, direct: Notices to ENTERPRISE Nº 1 : Person: Mr./Mrs. XXXXXXXXXX Title: President Address: _______________________________ _______________________________ Phone: _______________________________ Mobile: _______________________________ Fax: ________________________________ Email: ENTERPRISE Nº 1@ENTERPRISE1.com Notices to ENTERPRISE Nº 2 : Person: Mr./Mrs. XXXXXXXXXX Title: President Address: _______________________________ _______________________________ Phone: _______________________________ Mobile: _______________________________ Fax: _______________________________ Email: ENTERPRISE Nº 2@ENTERPRISE2.com ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 14 / 19 Either party may change the address designated for mailing by written notice to the other party. All such notices shall be deemed to be given when delivered in person or telecopied, or emailed, or if placed in the mail as aforesaid, then four days thereafter. Section 7. Language for Communications. The Parties agree that all the communications concerning the present Agreement and regarding the collaboration or any transactions that are object of the present Agreement will be in English Language. The Parties commit themselves to instruct their respective affiliates, subsidiaries, consultants, partners, co-ventures, trading partners, agents, banking institutions and other associated organizations regarding the chosen language for the communications that shall be in English. Section 8. Titles of the Paragraphs. The titles of the paragraphs of any single Article are, as agreed upon by the Parties, merely indicative and thus cannot be explicative of the contents of the paragraphs/articles. SIGNATURES THE PARTIES HERETO FULLY AND IRREVOCABLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS COLLABORATION, CONFIDENTIALITY, NONCIRCUMVENTION, EXCLUSIVITY AND PROFIT SHARING AGREEMENT, effective upon the date of signature indicated below. FOR AND ON BEHALF OF ENTERPRISE Nº 1 : By: Title: Name: Passport: Date: Seal: Mr./Mrs. XXXXXXXXXX President, Mr./Mrs. XXXXXXXXXX FOR AND ON BEHALF OF ENTERPRISE Nº 2 : By: Title: Name: Passport: Date: Seal: Mr./Mrs. XXXXXXXXXX President Mr./Mrs. XXXXXXXXXX ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 15 / 19 Annex Nº 1 Letter of Interest < Scanned > ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 16 / 19 Annex Nº 2 Commercial Sheet (Classified Project by Project) ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 17 / 19 Annex 3 Passports ENTERPRISE Nº 1´s Representant Scanned Copy ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 18 / 19 Annex 3 Passports ENTERPRISE Nº 2 ´s Representant Scanned Copy ENTERPRISE Nº 1 Aguilera Pino & Asociados http://sitekreator.com/ap.asociados ENTERPRISE Nº 2 19 / 19