INTERNATIONAL AGENCY CONTRACT
February 1, 2023
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Between
| BUSINESS NAME | PROYTEC PANAMA CORP. | |
| Joint Stock Company | ||
| Registered | Registro Público (Mercantil) Panamá | |
| Register Number | Folio N. 155622983 | |
| Tax Code and VAT Number | RUC Panama N. 155622983-2-2016 DV 68 | |
| Country | Republic of Panama | |
| Headquarters | El Dorado, Centro Comercial, Galeria Miami, Oficina n. 8, Cittá di Panamá | |
| REPRESENTED BY | LEON SEGUNDO ZAVALA DAZA | |
| Title | President | |
| Nationality | Venezuelan | |
| Document | PASSPORT | 139788776 |
| proytec@proytecpanama.com | ||
with Branches in:
| Cuntry | PERU |
| Address | Av. Santa Anita 361, Chorrillos, Lima |
| Register | Registro Público Peru – Zona Registral N. IX Lima – N. 14862031 |
| Tax Code and VAT Number | RUC Perù nº 20608902831 |
| Cuntry | VENEZUELA |
| Address | Av. Francisco de Miranda, La Carlota, Caracas |
| Register | Registro Público Venezuela – N. 38-19-PT-2011 |
| Tax Code and VAT Number | RIF Venezuela N. J-10008017-7 |
Branches opening in 2023: —————————————————————————-
| Cuntry | SWITZERLAND |
| City | Miami |
| Cuntry | UNITED STATES |
| City | Miami |
| Cuntry | BRAZIL |
| City | São Paulo |
MANDATOR (PART A) ——————————————————————
and
| BUSINESS NAME | ||
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| Register Number | ||
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| REPRESENTED BY | ||
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AGENT (PART B) —————————————————————————–
hereinafter also referred to generically as PART or plurally and jointly as PARTIES. ————————
WHEREAS
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- That PROYTEC PANAMA CORP is the leading company of an international financial group whose main activities are investment, financing and structured finance for high-potential ESG (Environment, Social and Governance) projects; —-
- that the Group’s Managers are professionals with experience in business development and corporate strategy, as well as in the study, preparation, implementation and management of projects in the areas of infrastructure, construction, mining, energy, water, air, waste, technology, healthcare, food, tourism and the arts, with a focus on natural resources, the ecosystem and the environment, and was established in response to the demands of internationalization, the situation in the credit market and the growing need for companies to raise funds to finance growth and diversification; ——————
- that the PART A also works in synergy with Firms in the Financial, Insurance Sector and in particular with the CONCENTO Group by promoting the Brand of that Group, which is based on strict ethical principles, on the enhancement of the Person and full compliance with ESG criteria;
- that PART B is a service company that focuses on consulting, monitoring and business development; ————————
- that PART A intends to entrust this task of Agent (Agency Mandate) for the promotion of financial, insurance and internationalization consultancy Contracts, as well as for the study, preparation, implementation and management of projects in the sectors indicated in the previous point 2. of this premise and finally for the investment, financing and implementation of financial engineering programs for projects that fall within the ESG metric; ————————————
- that PART B undertakes to act as Agent for the promotion of consultancy, services and entrepreneurial projects, as well as financial operations, insurance, and financial engineering projects, including structured finance, financial leverage and project financing, for businesses, newco and startups;
- that both PARTIES intend to operate in common synergy through this AGENCY ———————————–
IT IS AGREED AS FOLLOWS:
Characteristics of the Mandate
- The Mandator appoints the Agent, who accepts, to promote the Mandator’s activities listed in the introduction internationally (hereinafter “the Territory”), on a non-exclusive —————————-
2. Agent’s functions
- The Agent agrees to use his best endeavors to promote said activities in the Territory in accordance with the Mandator’s reasonable instructions, and to protect the Mandator’s interests with the diligence of a responsible
- The Agent shall transmit to the Mandator the business propositions by him, the Mandator being free to accept or reject such offers. He may enter into Contracts in the name and on behalf of the Mandator, upon receipt of such
3. Undertaking not to compete
- Without the prior written authorization of the Mandator, the Agent does not represent, promote or distribute activities in competition with the activities of the Mandator, for the entire duration of this ———————-
- In particular, he must not exercise, within the Territory or elsewhere, directly or indirectly, the activity of agent, commission agent, reseller, distributor, or in any other way, for the benefit of third parties who carry out the activities of the Mandator.
- However, the Agent can operate on the market for activities that are not in competition with those of the —
4. Solvency of customers
The Agent must ascertain, with the diligence of a responsible professional, the seriousness, honesty and solvency of the clients he presents to the Mandator.
- The Agent may receive payments for the Mandator only if authorized in writing by the ————————-
5. Commission
- The Agent is entitled to the commission agreed from time to time for each individual transaction and in any case not less than 3% (three percent).
- The commission will be calculated on the net amount collected by the Mandator, for services, loans and
- Consultancy and reimbursement of expenses for administrative procedures, due diligence and inspection visits do not entitle to commissions.
- The Agent acquires the right to the commission within the times and with the methods of collection by the Mandator and only after payment by the customers.
- In the case of payments in installments, provided they are made in compliance with the service, loan or investment Contract, the Mandator will pay the commission on each —————————————————————
- Payments to the Agent will be made within the first week of the month following the presentation of the invoice by the
6. Term and termination of the Contract
- This Contract is concluded for an indefinite period and enters into force on the date of its ———————-
- This Contract may be terminated by either party with three months written ———————————————-
- The cancellation must be communicated to the other Party in writing by communication via email, using the emails indicated in this Contract.
7. Earlier Contract termination
- Either party may terminate this Contract with immediate effect, without compliance with a notice period, by communication given in writing, by email with the email addresses indicated in this Contract, in the event of a breach of Contractual obligations by the other party, which constitutes a justified reason for immediate termination of the Contract (pursuant to article 8.2) or upon the occurrence of exceptional circumstances that justify early termination (pursuant to article 8.3).
- Any failure by one of the parties to fulfill its Contractual obligations, such as to prevent the continuation, even temporarily, of the Contractual relationship on a mutual fiduciary basis, constitutes a justified reason for immediate termination of the Contract pursuant to article 1. The parties also agree by mutual Contract that the violation of the provisions of Articles 3, 4 and 5 of this Contract is to be considered in any case, whatever the importance of the violation, as a justified reason for immediate termination of the Contract. The violation of any other Contractual obligation which the defaulting party does not remedy within a reasonable time after being invited in writing, by email with the email addresses indicated in this Contract, by the other party, also constitutes a justified reason for immediate termination of the Contract.
- Exceptional circumstances justifying the immediate termination of the Contract are considered: bankruptcy, any type of arrangement between the bankrupt and the creditors, death or incapacity of the Agent, civil or criminal convictions as well as any circumstance that may harm its reputation or hinder the punctual carrying out its activities; also, if the Agent is a company, any major change in the legal structure or management of the Agent ——————–
8. Commissions at the termination of the Contract
- Whatever the reason for the termination of the Contract, the Agent is entitled to receive the commissions agreed on all the transactions concluded before the termination of the Contract, even if they mature after the conclusion of the Contract itself.
9. Applicable law and Jurisdiction
- The present Contract is governed by the relative rules and regulations filed with the INTERNATIONAL CHAMBER OF COMMERCE (ICC) in Paris.
- Any dispute relating to the interpretation and execution of this Contract must first be subject to an attempt at conciliation with respect to the relative rules and regulations filed with the INTERNATIONAL CHAMBER OF COMMERCE (ICC) in Paris.
- In case of impossibility to reach an amicable agreement between the Parties, the Party which considers itself injured reserves the right to refer the matter to the Forum or Tribunal which it deems most —————————
10. Communications
- As already indicated, it is agreed that written communications may be sent by e-mail to the indicated e-mail boxes, and that the same communications assume the value of written letters signed by the Parties on all occasions for which this Contract provides for written communications and/or ————————————————————
11. Electronic signature and transmission of documents
- As already indicated, it is agreed that written communications may be sent by e-mail to the indicated e-mail boxes, and that the same communications assume the value of letters signed by the Parties on all occasions for which this Contract provides for written communications and/or —————————————————————–
- This Contract and all correspondence between the Parties pursuant to this Contract are subject to the EDT rules and regulations (electronic transmission of documents), provided that they are sent and received using the e-mail
- In particular, the signatures of the PARTIES in documents transmitted via EDT instruments are subject to the rules established by the law “Incorporated US Public Law 106-229 – Electronic Signatures in the Global and National Commerce Act” – ECE/COMMERCE/257, Geneva , May 2000, adopted by the United Nations (UN CEFACT). ——–
- The EDT documents are subject to the European Community directive 95/46/EEC, as appropriate. ——————–
- An email copy of this Contract shall be deemed as Original and shall have full legal effect in ————————
- Each of the Parties may request a printed copy of any document previously transmitted electronically, although the documents and signatures transmitted with EDT instruments are completely ———————————————
12. Final provisions
- The Parties must notify any change in their physical or electronic address with at least 15 (fifteen) days in –
- Any tolerance of any breach or procedure other than the provisions contained in this Contract shall not constitute a novation and/or waiver of any of the rights.
- This Contract constitutes the sole and complete agreement between the Parties and replaces all previous agreements that have been entered into between the Parties.
- This Contract is signed manually or electronically at a distance, even in separate copies, all in English, each of which is considered as original, but all together constitute the same ———————————————————
- This Contract is signed between the Parties on a condition of irrevocability and ——————————–
- Finally, the Parties declare that they have read and understood the Terms, Conditions and each Clause of this Agreement, notwithstanding the fact that it is written in English for compliance with international practices, and agree that, if appropriate or necessary, the Party who needs it can have it translated and authenticated, in the language that can be requested.
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| Signature PROYTEC PANAMA CORP.
President |
Signature PART B (AGENT) |
ANNEX 1 (Page 1 of 3)
Consulting, Assistance, Services,
Investment, Financing, Financial Engineering, Structured Finance
Sectors and Areas of Focus:
- Infrastructure
- Construction
- Mining
- Energy
- Water
- Air
- Waste
- Technology
- Healthcare
- Food
- Tourism
- Arts
Consulting and Assistance:
PROYTEC Panama Corp. is able to provide all types of services, from the initial stages of work, to financing/investment, to the development of the planned activities.
DEFINING GOALS
Find a good idea to implement, clearly define the objectives and develop a good proposal. Record all the key points of the project.
FEASIBILITY STUDY
Analysis, technical evaluation and economic estimate of all the project variables, based on the objectives set.
DRAFTING A PROJECT
Preparation of a written draft, business plan and specifications showing the objectives in relation to the area of intervention.
SEARCHING FOR ALLIANCES
Search for international partners (companies, universities, institutions) for all projects requiring a partnership.
LICENCES, AUTHORISATIONS AND PERMITS
Support at the executive level for the acquisition of licenses, authorizations and permits.
PROJECT IMPLEMENTATION
Execution planning, process development control, and activity reports. Eventual project team management, and progress monitoring. Plans for communication, notification and information on activities.
LAUNCHING THE ACTIVITY.
Consulting managers, professionals and technicians in the development, full implementation and launching of project activities.
IN CONCLUSION
PROYTEC Panama Corp. is able to provide all types of services, from the initial stages of work, to financing/investment, to the development of the planned activities.
ANNEX 1 (Page 2 of 3)
Services:
- Engineering
- Environmental
- Biological
- Chemical
- Civil
- Electronics
- Physics
- Industrial
- Computer Science
- Financial
- Mechanics
- Mining
- Architecture
- Econometrics
- Accounting
- Business Jurisprudence
- Organizational Development
- Project Management
- Internationalization
- Strategy and Marketing
- Business development
Investment, Financing, Financial Engineering, Structured Finance:
PROYTEC Panama Corp. is able to provide all the necessary services, including the definition of the necessary investments, and compatibility with the project results.
PROYTEC PANAMA Corp. can invest, participate in investment or finance, it can also lead clients in the International Capital Market or promote innovative financial activities in order to find the necessary resources for the realization of their projects.
INVESTMENT
Investment is the main activity of PROYTEC Panama Corp. which can intervene directly, indirectly and in partnership with other companies through Venture Capital or Private Equity.
FINANCING
PROYTEC Panama Corp. does not finance directly, but can lead the client to the international capital market.
FINANCIAL ENGINEERING
PROYTEC Panama Corp. can assess the opportunity, verify the possibility and promote financial engineering programs for clients in need.
STRUCTURED FINANCE
PROYTEC Panama Corp. can structure financial programs to leverage the assets (even limited assets) of clients in order to raise the financial resources needed to develop their projects.
ANNEX 1 (Page 3 of 3)
IN GENERAL:
- Audit, evaluation and search for investors/financiers for project
- Audit, search for venture capital and drafting of contracts to finance the start-up, growth and expansion of businesses in sectors with high development potential.
- Audit, evaluation and search of investors for proposals for the sale of residential, commercial, industrial, tourism, hotel, healthcare and office center properties.
- Review, consultancy and assistance for the implementation of acquisition, sale, leasing of business units, majority and minority shareholdings, mergers or divestments.
- Review, consultancy and assistance for the identification of the optimal financial structure: for the structuring of operations to raise financial resources, for the identification of the most appropriate Banking/Financial Institutions, for the negotiation of economic conditions, for the contractual definition of financial relationships, for the relationship with investors/financiers and for the structuring of financial commitments and for the restructuring of financial debt.
- Review, advice and assistance on partnerships, connections and sharing with other
- Review, evaluation and research of investors for leveraged transactions in real estate, commodities, securities, currencies, stones, precious metals, works of art.
- Auditing and financial advisory and assistance for the development of high value-added financial projects, aimed at: the raising of financial resources, the support of the management strategy, the evaluation of the company, the determination of the competition, the trading of company shares, the buying and selling of shares, the placement of bonds.
- Structuring of structured finance
- Assistance in negotiating joint
- Consultancy in placement processes with qualified investors of financial instruments, bonds and units of specialized funds.
- Internationalization in low-tax emerging
- Research, analysis and structuring of private equity, venture capital and subsidized finance
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