PROFESSIONAL SERVICES AGREEMENT
CLAUSE ONE. (PURPOSE). By means of this instrument THE PROVIDER undertakes to render in favour of THE CLIENT the professional services described in Annex One, which forms an integral part of this agreement for all legal purposes, under the terms, conditions and modalities set forth therein and in accordance with the written instructions issued by THE CLIENT.
CLAUSE TWO. (TERM). The term of this agreement is twelve (12) months counted from the date of its execution, which shall be automatically extended for equal and successive periods, unless either party notifies the other, in writing and at least thirty (30) calendar days prior to the expiry of the original term or any extension thereof, of its intention not to extend it.
CLAUSE THREE. (FEES AND PAYMENT). THE CLIENT shall pay THE PROVIDER, as fees, the monthly amount agreed in Annex Two, within the first five (5) days of each calendar month, against presentation of the corresponding invoice, without the need for any collection or demand, at the place and by the means that THE PROVIDER indicates in writing.
CLAUSE FOUR. (CONFIDENTIALITY). The parties undertake to keep strict confidentiality over all information to which they have access by reason of this agreement, an obligation that shall survive during its term and for a period of two (2) years after its termination for any reason, save for a request from a competent authority.
CLAUSE FIVE. (EARLY TERMINATION). Notwithstanding clause two, either party may terminate this agreement at any time by written notice given to the other thirty (30) calendar days in advance, without liability, provided it is up to date in the performance of its obligations.
CLAUSE SIX. (RELATIONSHIP OF THE PARTIES). The relationship arising from this agreement is strictly civil and professional in nature; accordingly, no employment, agency, partnership or dependency relationship exists or shall be deemed to exist between the parties, or between either of them and the other’s personnel, each party remaining solely responsible for its obligations towards its own personnel.
CLAUSE SEVEN. (NOTICES). Any notice, warning or communication that the parties must address to each other by reason of this agreement shall be in writing and shall be deemed validly made when delivered at the addresses stated in the heading, or at such others as are subsequently communicated in writing at least five (5) days in advance.
CLAUSE EIGHT. (DISPUTES). The parties expressly submit to the courts of the department of Guatemala for the resolution of any dispute arising from the interpretation or performance of this agreement, waiving the jurisdiction of their domicile and designating as the place to receive notices the one stated in the heading.
