SERVICE PROVIDER CONTRACT

1.BACKGROUND AND INITIAL OBLIGATIONS:  The Parties hereby agree to negociate the Service Provider Contract, and conclude the terms and conditions as follows:

1.1- Value of Operational Costs. The values here are related to sales. Payments correspond to starting relationships with customers in Brazil.  1.2- NBS: 1.1401.14.00 (management consulting services in marketing)

1.1.1- Communication costs for acquisition of customers when selling the buyer’s equipment in Brazil; 1.1.2- Visiting customers in various trade fairs in Brazil; 1.1.3- Website Design, website development, and sign up for Google Adwords. 1.1.4- Sending direct mail and telephone contacts with more than 10000 customers in the mechanical/electrical segment in Brazil, as well as keeping track of contacts.

2. The “Service Provider” through this contract service provider will carry out sales of buyer’s equipment with consumers in Brazil, through the promotion its brand. Payments indicated in Section 1and sales commission indicated in Section 4.
2.1- The “Service Provider” will conduct searches of customers, send price of equipments, refer the client to the “Buyer” who will then close the deal.
3. The “Buyer”, In addition to making payments to the “Service Provider” listed in Sections 1 and 4 to receiving indication of customers by “Service Provider”, will be responsible for shipping the equipment to the client, as well as providing Technical Warranty of the equipment.

4. Commission on Sale: In addition to the amounts of Value of Operational Costs set in Section 1, the “Buyer” pays the “Service Provider” a commission on the individual sale of each device in the percentage of 9% of EXW value of the equipment.

5. Control of Services: The “Service Provider” will send the "Buyer" project management data with comprehensive status reports on a regular basis. These reports indicate the work activities carried out, the progress of the sales project activities in Brazil until the end date of the work of this contract.

6. Execution Place: The place where the “Service Provider” is located in execution place, BRAZIL. The period of performance of the services will begin in ... and ending in ... with the option of renewal under the same conditions for a period of 6 months if desired by the “Buyer”.

7. Form of Payment Settlement: The “Buyer” will pay 100% of the Contract value to the “Service Provider” upon the execution of the Contract. The above prices include 17% value added tax.

8. Duration of Services : The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Final Delivery Date set forth in Section 6 above, unless the Parties otherwise agree in a writing signed by both parties.

9. The Bill of Documents to be Provided: The “Service Provider” shall submit the Commercial Invoice to the “Buyer” within 7 days after the delivery of services.

10. Force Majeure: Neither of the contractual Parties shall be liable for not fulfilling the obligations hereunder as a result of natural disasters, war, government interference or other events unforeseeable, unavoidable and insuperable by the Parties. However, the Parties shall provide within 7 days the valid documentary evidence issued by the notary department of the place where the force majeure event occurs.

11. Settlement of Disputes: All disputes arising from this Contract shall be settled through consultation by both Parties. In case no settlement can be reached through consultation, the Parties may file the dispute to the local court where this Contract is executed.

12. IN WITNESS WHEREOF, the parties have caused this Service Provider Contract to be approved by their duly authorized representatives and executed and delivered in accordance with the process of uploading and approval set forth in above, with the intention of becoming legally bound hereby. This Contract shall come into effect upon the execution of the Parties and the copies executed and delivered through E-mail shall be as valid as the original.

Service Provider: Sérgio Murilo do Nascimento - ME

Legal representative: Sérgio Murilo do Nascimento

Phone: (+55) 11 2866-0567  Mobile: (+55) 11 94628-8900

E-mail: voltheonengenharia@gmail.com