Business Agreement Latin America

BUSINESS AGREEMENT — LATIN AMERICA

This Business Agreement ("Agreement") is entered into as of by and between:

Client Name:   Entity Type: Corporation LLC Individual Other

and

Service Provider Name:   Entity Type: Corporation LLC Individual Other

WHEREAS

WHEREAS, the Client requires professional services and expertise in connection with business operations, market entry and related commercial activities within Latin American jurisdictions (the "Services"); and

WHEREAS, the Service Provider represents that it possesses the necessary experience, personnel and legal authorizations to perform the Services in the territories identified in this Agreement and agrees to perform such Services pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the Services described above with due professional care, in a timely manner and in compliance with applicable laws and regulations in the territories of performance. Deliverables, acceptance criteria, and performance milestones shall be as set forth in the Scope of Services or in written task orders executed under this Agreement.

PAYMENT TERMS

Invoices shall be rendered in accordance with the Payment Schedule and are payable net within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month, compounded monthly, or the maximum permitted by applicable law, whichever is lower.

All amounts payable under this Agreement are exclusive of taxes. Each party shall be responsible for its own taxes, duties and withholdings arising under this Agreement except as expressly provided herein. If local law requires withholding, the Client shall withhold such amounts and provide the Service Provider with appropriate documentation.

TERM AND TERMINATION

Term Start Date:   Term End Date:

This Agreement shall commence on the Term Start Date and shall continue in effect until the Term End Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately for material breach by the other party which remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve either party of obligations accrued prior to termination and, where applicable, the Client shall pay for Services performed and non-cancellable obligations incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, affiliates or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations under this Section shall survive termination or expiration of this Agreement for years.

The obligations in this Section shall not apply to information which: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with the disclosing party to seek confidential treatment or a protective order.

COMPLIANCE; DATA PROTECTION

Each party shall comply with applicable anti-corruption, export control, sanctions and data protection laws relevant to the performance of this Agreement. Where personal data is processed in connection with the Services, the parties shall implement appropriate technical and organizational measures to protect such data and shall process personal data only on documented instructions of the data controller, as required by applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, wilful misconduct or violation of law. Except for liability arising from gross negligence, wilful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental or consequential damages, and aggregate liability shall be limited to the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of laws principles. The parties shall first seek to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiations within sixty (60) days, the parties agree to submit the dispute to binding arbitration in the designated governing law country unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all attachments, task orders and written amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. Notices required under this Agreement shall be in writing and delivered to the addresses provided above.

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