THIS AGREEMENT is made on the ………… of………….20……., (hereinafter,
“Effective Date”) entered into by the above-named Parties, 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:
This agreement shall be valid from the Effective Date until termination.
As consideration for Gabriel Munoz connecting Luis Alejandro Monserratt and Luis Augusto
Monserratt, to Phoenix Rising Inc. (the amazon store builder and service provider herein),
Gabriel Munoz shall receive 10% ownership of the subject amazon store and where called
upon to, Gabriel Munoz shall manage and assist the growth of the subject amazon store, and
receive an additional 15%, culminating to 25% ownership of the amazon store.
Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and
damage caused by them in connection with this Contract. In the event the claim, loss, or
damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each
Party in proportion to their degree of contribution to the claim, loss, or damage. No Party
shall be liable for any incidental, consequential or special damages or any other indirect losses
or damages arising out of this Agreement.
Neither Party shall transfer or assign this Agreement without the other Parties’ consent which
consent shall not be unreasonably withheld or delayed.
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
 Either Party may terminate this Agreement, upon giving the other Party no less than
30 days’ notice in writing. If a Party wishes to terminate the contract with less than
this stated period, the other Party reserves the right to charge costs that they have
already paid in advance or incurred.
 This Agreement may be terminated at any time by mutual written agreement of the
 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.

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.
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 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.
Neither party shall be held to a higher standard than the other party in the interpretation or
enforcement of this Contract as a whole or any portion hereof based on drafting
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, and signed by all Parties. If any ambiguity is found in the agreement or various
documents forming this agreement, the Parties shall issue any necessary clarification or
Except where otherwise provided, failure by either Party to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by either Party of
any breach of, or of compliance with, any condition or provision of this Agreement by the
other Party shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time
The provisions of this agreement are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall constitute one instrument.
This agreement constitutes the entire agreement between the parties. It supersedes all prior
oral or written agreements or understandings between the Parties concerning the subject
matter of this agreement. All documents annexed to this agreement shall be subject to the

terms under this agreement, provided that the Parties append their signatures on the
documents. The Parties will exercise utmost good faith in this agreement.
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.
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.
Any notice required to be given between the Parties pursuant to the provisions of this
Agreement shall be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the
third business day after the date postmarked, or
(iii) sent by email.
at the following addresses or 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.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing
by the recipient, and the effective date of such notice shall be the date of receipt, provided
such receipt has been confirmed by the recipient.
This Agreement shall be governed in all respects by the laws of _________________, and its
Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day
and year set forth below.
Signed by XXX
Date: ……………
Signed by XXX
Date: …………………………………………….
Signed by XXX
Date: …………………………………………….

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