SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

COLLAB LLC

(“THE COMPANY”)

AND

MARIO MUNIZ

(“THE CONTRACTOR”)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Contractor (Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

• The Contractor is a skilled and professional service provider.
• The Company is desirous of procuring the services of the Contractor.
• The Company now wishes to enter into this agreement with the Contractor, where it will compensate the Contractor for his services.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” or “Contract” means this agreement, and other documents forming part of this agreement;
3. “Contract Sum” means the sum payable to the Contractor for the services rendered;
4. “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
5. “Services” means training, coaching and mentoring sessions services offered by the Contractor to the Company’s clients in the United States of America (USA).

• COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution for a period of three (3) years.

• CONTRACT SUM

The Company shall pay the Contractor as follows:

• USD 400 per trainee for up to 3-hour remote session
• USD 500 per trainee for up to 5-hour remote session
• USD 800 per trainee for up to 5-hour classroom session
• USD 350 per candidate for one-hour online training track
• USD 450 per candidate for one-hour of certified training track

In case of Classroom sessions, the Company will bear the Contractor’s expenses as follows:

• Accommodation (deluxe room with king bed or equivalent);
• Meals (up to 100$ per day); and
• Airfare (premium economy return airfare from Mexico).

The Contractor shall submit an invoice for the amount due to him and the Company shall pay him within thirty (30) days.

• LIABILITY OF THE PARTIES
• A party shall be compensated for damages caused by the other party.
• No Party shall be held liable for any damages, where:

the damage has been occasioned by the other party, their representatives, employees, or agents; and

the damage has been caused by an event beyond the control of the party e.g., force majeure or accidents.

• DISCLAIMERS
• The Contractor shall not deal with the Company’s client directly e.g., in providing training or coaching services.
• The Non-disclosure Agreement (NDA) signed by the parties shall govern the intellectual property rights. Any research produced by the Contractor is copyrighted by him and any content that is developed by the Company for the Contractor will be jointly owned by the parties.

• NON-SOLICITATION

The Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s clients or any person who had a material business relationship with the Company in the duration of this agreement.

• NON-COMPETE

The Contractor shall not directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company is then conducting such business for a period of ___________________________after termination of this agreement.

• INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of independent Contractor. Accordingly, the parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. Specifically, the Contractor shall not be deemed an employee of the Company.

• NON-ASSIGNMENT

The Contractor shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Company does so, anyone to whom the Company transfers, assigns or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.

1. DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

1. TERMINATION
2. Either party may terminate this agreement at any time upon breach of the contract by the other party.
3. Either party may terminate this agreement at any time if the other party agrees to the termination in writing.
4. The Company may terminate this agreement at any time if the Contractor is convicted of any illegal or fraudulent activities.
5. Otherwise than for breach, through consent, or illegal or fraudulent activities by the Contractor, either party may terminate this agreement upon giving the other party no less than three (3) months’ notices in writing. If the Contractor wishes to terminate the contract with less than three (3) months’ notice, the Company reserves the right to charge costs that have already been paid in advance or incurred by the Company on the Contractor’s behalf.
6. The termination of this agreement shall not discharge the liabilities accumulated by either party.
7. 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. changes to the agreement

Either party may request changes to the agreement but they will only be effective if agreed in writing, signed by all parties and recorded.

1. Force Majeure
2. 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.
3. A Party’s failure to fulfill its obligations due to Force Majeure, to shall not be considered as 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

The Contractor shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company. This includes but is not limited to the Contractor disclosing the payment terms with the Company’s client.

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, parties 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

The Parties shall be served through the following addresses (including email).

THE COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONTRACTOR: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGE OF ADDRESS

Either party may change the above addressees by reasonable notice in writing given to the other party.

1. GOVERNING LAW

This agreement shall be governed in all respects by the Texas State Laws.

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

Signed by the duly authorized representative of the COMPANY Signature:  Name:  Designation:  Date:………………………………………

Signed by the CONTRACTOR Signature:  Name:  Designation:  Date:…………………………………………….……………