Business Document Global Argentina

Business Document Global Argentina

Parties

Recitals

WHEREAS Party A is engaged in the business of providing international commercial services, consulting and related deliverables in the territory of the Republic of Argentina and elsewhere; and

WHEREAS Party B desires to engage Party A and Party A agrees to perform the services and deliverables described in this Agreement under the terms and conditions set forth herein; and

WHEREAS the parties intend to create a binding contractual relationship governing performance, payment, confidentiality, and applicable law as of the Effective Date below.

Effective Date:

Scope of Work

Party A shall perform the services and deliverables described below for Party B in accordance with the standards of care and professional skill ordinarily exercised by providers performing similar services in the relevant industry. Specific tasks, milestones and acceptance criteria shall be set forth in the Scope of Work.

Payment Terms

Compensation: Party B shall pay Party A the total amount specified below in consideration for the services rendered and deliverables accepted pursuant to this Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law from the due date until paid. Party B shall be responsible for reasonable collection costs, including legal fees, incurred by Party A in enforcing payment.

Taxes and Withholding: Each party shall bear its own taxes arising from payments made under this Agreement, except that any taxes required to be withheld by law shall be withheld by the paying party and paid to the appropriate taxing authority. The paying party shall provide evidence of such withholding upon request.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon prior written notice to the other party delivered not less than days prior to the effective termination date. Termination under this paragraph does not relieve Party B of its obligation to pay for work performed and accepted through the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or immediately if the breach is incapable of cure.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally or by inspection, 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.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, agents and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (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 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 reasonable protective measures.

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall comply with all applicable laws and regulations in the performance of its obligations, including those of the Republic of Argentina.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Argentina without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the competent courts located in the City of Buenos Aires for the resolution of any dispute arising out of or in connection with this Agreement, unless the parties mutually agree in writing to arbitration.

Entire Agreement; Amendments

This Agreement, including any attached exhibits and the Scope of Work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed received upon personal delivery, confirmation of receipt of electronic mail, or three (3) business days after deposit with an internationally recognized courier service.

Miscellaneous

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach. The headings in this Agreement are for convenience only and shall not affect interpretation.

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