Agency Contract
Agency Contract
TWBA
                                                Y
                                           MARIANA JAUREZ
WE:
    a) On one hand, CARLOS BERNALES, thirty-three years old, married, Peruvian, executive, with
        address in Florida, United States, who identifies with passport type P ________ ( )
        extended and authorized by the Department of State of the United States of America, and that
        acts on behalf of the entity TWBA, an entity established under the laws of Florida, United States
        United States of America; hereinafter it may be referred to interchangeably as THE
        BUSINESSMAN; and who in the capacity in which he acts designates as a place to receive notifications
        ________________________________.
    b) And on the other hand, MARIANA JAUREZ; thirty-nine years old, married, Mexican, executive, with
        residing in the department of Guatemala, Republic of Guatemala, who identifies with the
        passport type P __ ( ), issued and authorized by the Directorate of Migration of the Republic of
        Guatemala, who can be referred to interchangeably as THE AGENT; and who indicates as
        place to receive notifications ________________________.
The participants declare to be of the indicated general conditions and to be in the free exercise of
our civil rights, that we speak, read, and write the Spanish language and that the representation that
is exercised is broad and sufficient in accordance with the law and in our opinion for the celebration of the present
contract. In virtue of this act, we celebrate INDEPENDENT AGENCY CONTRACT WITHOUT
REPRESENTATION content in the following clauses:
FIRST: Manifestations of the parties: The parties manifest the following: a) That the ENTREPRENEUR is
a technology wholesaler for all of Latin America, specialized in the sale of high volume products
from the best brands. b) That the ENTREPRENEUR wishes to promote the sale of his products and services.
related to them, in the territory covered by this contract. c) That the AGENT is a
independent intermediary that has sufficient organization and means to carry out
the purpose of this contract; and) That both parties acknowledge the commercial nature of this
agency contract.
SECOND: Object. THE BUSINESSMAN entrusts the AGENT, who operates independently and
a stable manner of development, coordination, promotion, and sales in favor of THE ENTREPRENEUR in the region
Central American in such a way that it develops a business strategy that maintains or increases the
company participation in the markets of the region, achieving sustained growth in accordance with
the sales quotas and objectives, building relationships with key customers in the region.
THIRD: Zone. THE AGENT will carry out the assignment in the Central American region, specifically in
the following countries: Guatemala, Honduras, El Salvador, Nicaragua and Costa Rica.
FOURTH: Duration. The duration of this contract shall be one year starting from the tenth of
July two thousand seventeen. It will be understood to be extended for a term equal to the agreed upon unless one of the
parts shall notify the other in writing, at least fifteen (15) calendar days prior to the date of
termination, their intention not to continue it.
FIFTH: Obligations of the AGENT: The parties agree that the main obligations of the AGENT, without
that they are limited to the stated ones, will be: a) To comply timely and faithfully with the instructions of the employer;
b) Plan, monitor, and coordinate sales in the region assigned by the Company's General Manager
(TWBA); c) Establish, maintain, and develop relationships with clients in the assigned region; d) Coordinate and
monitoring customer satisfaction, pre and post-sale; e) The implementation of sales promotion and
campaigns to achieve the Company's objectives; f) Communicate effectively on a weekly basis with
the General Manager of the Company, to review the sales projections and ensure consistency with
monthly and annual projections; g) Efficiently provide customer service and sales information to
potential clients or possible sales; h) Report on the management and trends of the industry in the
region; i) register as a trader or have your own business or have the necessary authority to
issue the invoice for your services in accordance with Article 280 of the Commercial Code of Guatemala; andj) to make oneself
staff position available to carry out your tasks, expressly acknowledging that the
it has neither any current nor future relationship with THE BUSINESSMAN, being its sole and exclusive responsibility.
Likewise, the parties agree that THE AGENT will not handle money or collections related to the activity.
from the entrepreneur.
SIXTH: Remuneration. THE EMPLOYER will recognize the AGENT as compensation and as a title of
remuneration for the services covered by this contract a fixed amount and another variable plus the payment of expenses
fixed. As for the fixed amount, it shall be THREE THOUSAND UNITED STATES DOLLARS (US$.
3,000.00) amount that includes the Value Added Tax - VAT - and other taxes applicable to that payment
could be subject. As for the variable amount, it will be based on a variable commission for sales based on achieved targets,
which will be agreed upon beforehand by the parties. And regarding the payment of fixed expenses, these will be
staggered based on goal achievements at the discretion of the BUSINESS OWNER, varying between THREE HUNDRED
SEVENTH: Obligations of the ENTREPRENEUR: a) THE ENTREPRENEUR shall timely provide the AGENT with the
instructions, regulations, rates, and information necessary for the AGENT to comply
with its obligations; b) It will pay the AGENT the remuneration, commission, and expenses according to the above.
referred.
EIGHTH: Relationship between the parties. The parties expressly acknowledge that no stipulation of
this contract may be interpreted in the sense that between THE ENTREPRENEUR and THE AGENT there is a
therefore the AGENT expressly waives any judicial or extrajudicial labor actions,
or related to labor benefits.
TENTH: Confidentiality. During the validity of this contract and after its termination, the AGENT
will not disclose confidential information of the BUSINESSPERSON or any subsidiary or affiliate of it and of the
which I came to have knowledge of, whether or not information handled by him, except that such disclosure or use
from the same is directly related and required to carry out their daily tasks, for which
has been hired by the BUSINESSMAN. In this regard, the Executive agrees to follow all the
necessary steps to safeguard and protect all confidential information against misuse, disclosure,
espionage, loss, and theft of it; and when it comes to the termination of this contract, it
it commits, in the same way, to promptly deliver all papers, drawings, notes, memoranda,
manuals, designs, documents in physical form or informational or magnetic support, that are in your possession,
especially if they contain confidential information. For all these purposes, ‘information’ is understood to mean
confidential”, that information which is generally not known in the industry or by the public and which is
used, managed, and obtained exclusively by the Company or any subsidiary or affiliate of it, in
connection with their businesses, such as business plans and strategies, the data
economic, financial, accounting and tax, the concrete opportunities for new businesses, the
research and development projects, product formulas, processes, intellectual property, inventions,
designs and discoveries, technical knowledge ('know-how'), sales statistics, plans and
market studies, costs, profits and losses, pricing structures and discounts, the names,
addresses and contact details of current and potential customers, current and potential suppliers. The
previously, regardless of the medium in which this data is recorded, whether in writing, in
computers, disks or tapes. In case of non-compliance, THE AGENT will be responsible for damages and
harm.
ELEVENTH: Termination of the contract. The parties agree that the contract may be terminated by
terminated by: a) Mutual agreement; b) Expiration of the duration term; c) by the EMPLOYER
through written notice, provided there is just cause, which may include: i) serious non-compliance
the reports and accounts or practice the settlements, related to the business in the agreed time and manner; iv) If
the AGENT discloses or informs a third party, without the proper authorization, confidential information; and v) if the AGENT
fails to meet the sales goals and/or objectives assigned by the BUSINESS OWNER in accordance with the plans of
businesses for the Central America region or any of the obligations detailed in the fifth clause
of this contract; yc) By the AGENT through written notice, as long as there is just
cause, this being able to be: i) The breach of the ENTREPRENEUR in his contractual or legal obligations;
ii) The initiation of the mandatory liquidation or insolvency process of the BUSINESSMAN.
TWELFTH: Procedural Effects. The contracting parties agree that any dispute, controversy or
I claim that relations arise from the application, interpretation, and/or compliance with that contract, for any
the case will not be resolved through Arbitration but we waive our local jurisdiction and agree
that all disputes, claims must be resolved through a judicial process before the courts of Miami,
Florida; with the applicable law being the law of the State of Florida of the United States of America.
THIRTEENTH: Responsibility. The parties agree that through this present document, as it is a
independent agency contract without representation, the AGENT releases and exempts the EMPLOYER from
any responsibility for the damages caused in the free performance and exercise of their
functions included in this contract.
FOURTEENTH: Survivability Clause. In the event that one or more of the provisions contained in
this contract, for any reason, is declared invalid, null, illegal, or cannot be enforced in
any aspect; the parties agree and expressly acknowledge that such invalidity or illegality does not
will affect any other provision set forth herein and this contract shall be interpreted as if such provision
invalid, null or illegal would never have been included, therefore the rest of the clauses are valid
present contract.
FIFTEENTH: Acceptance. Under the terms indicated above, and in the capacity in which we act and having
having read the full content of this contract; the parties accept each and every one of the clauses, therefore
being aware of its object, validity, and legal effects, we accept, ratify, and sign it in two originals
of equal validity.
Entrepreneur Agent