BROKERAGE AGREEMENT

BROKERAGE AGREEMENT

_________________________________________________________________________

THIS AGREEMENT is made on the …….day of…………….…..20…, (hereinafter “Effective  Date”) entered into by Andres Orvañanosthe (hereinafter “Seller”), Yohai Harrus
and Segundo Benitez Cruz (hereinafter “Brokers”. The Seller and Brokers collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. TERM

This agreement shall be valid from the Effective Date until termination.

• SERVICES

The Seller is in the business of selling ________________________.The Brokers shall link the Seller to Buyers and arrange or negotiate the purchases therein at the Compensation defined below. The Brokers shall use reasonable good faith efforts in providing the Services and perform the Services according to acceptable industry standards. The services will also include any other tasks which may be agreed on by the Parties.

• COMPENSATION
• The Seller shall pay the Brokers a commission of 5% on every purchase brokered by the Brokers.
• The Brokers shall thereafter split the 5% commission equally (2.5% to Yohai Harrus
  and 2.5% to Segundo Benitez Cruz).
• This Commission shall be payable within ____________days from the date the Seller receives payment from the Buyer failure to which a late penalty fee of $___________shall become due.
• Late payment or failure to pay shall entitle the Brokers to lien in addition to other remedies provided under law. The Seller shall also be liable for any costs incurred by the Broker in recovering any amount due to them.

• EXCLUSIVITY (select one)

☐ This Agreement is exclusive, and the Seller may not retain the services of other Brokers.

☐This Agreement is nonexclusive, and the Seller may retain the services of other Brokers.

• AUTONOMY

Except as otherwise provided in this agreement, the Brokers will have full control over working time, methods, and decision-making in relation to the provision of the Services per the agreement. The Brokers will work autonomously and not at the direction of the Seller. However, the Brokers will be responsive to the reasonable needs and concerns of the Seller.

• NON-CIRCUMVENTION

During the term of this Agreement, the Seller shall not attempt to do business with or solicit any Buyers found or referred by the Brokers for the purpose of circumventing, the result of which shall be to prevent the Brokers from getting a Commission. If there is any circumvention, the Brokers shall be entitled to the Commission charged per this Agreement.

• NON-ASSIGNMENT

Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Party. The consent shall not be unreasonably withheld or delayed.

• DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                                 ☐Mediation                                   ☐Arbitration                              ☐Litigation.

• TERMINATION
• Either Party may terminate this Agreement at any time upon giving the other Party no less than ______________ days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. COURT COSTS AND ATTORNEYS’ FEES

In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

1. FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.

Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party.

1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

1. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Party that this Agreement, or any terms and conditions contained in this Agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Party will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, signed by the Party hereto, and no oral agreement shall be effective.

1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.

1. SEVERABILITY

Suppose any provision of this Agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; Party may amend that provision or remove it from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

1. Notices

Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or at such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Andres Orvañanosthe: ________________________________________________________________

Yohai Harrus: ______________________________________________________________________

Segundo Benitez Cruz:________________________________________________________________

1. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Party, and there are no commitments, agreements, or understandings between the Party other than those expressly set forth herein. Party will exercise utmost good faith in this Agreement.

1. cOUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

• headings

The article and section headings in this Agreement are for convenience; they form in no part of this Agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this Agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• Governing Law and jurisdiction

This Agreement shall be construed and enforced in accordance with the courts and the laws of Baja California Sur (BCS) Mexico without regard to its conflicts of law provisions.

• PARTIES’ ACKNOWLEDGMENTS

The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily. The Parties further acknowledge that there is no contractual obligation to which they are subject, which prevents them from entering into this contract or performing their duties entirely under this contract.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.