Dr Jose Luis Cavalieri.net_Cross Border Associates

Red mundial de asesores de negocios especializada en servicios juridicos contables, tecnologia digital, adquisiciones, fusiones y otras transacciones transfronterizas

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COOPERATION RULES & REGULATIONS BASES

The following rules and operating procedures apply to every Licensee, hereafter “Associate”, and are agreed by both signing parties.

1. Licensor , a business associated with high standards of quality and services. Licensees join as independent Associates, with rights and obligations to secure a successful cooperation of mutual benefits.

2. Business Concept - The business concept is Licensor’s property and consists of the combination of activities, resources and techniques in a manner that has been carefully developed. The business concept undergoes continuous improvements.

3. Core Business - Is involved in general legal ,mergers and acquisitions, transactions, corporate finance, capital raising, company restructuring, IPOs and private placements, management buyouts, and related activities.

4. Associates - The goal is the closure of cross-border business transactions in an international market with a global network of qualified Associates (Licensees) from different backgrounds:

· Legal and Tax Experts

5· Expansion - We are in the process of growing its network of qualified transaction specialists with a controlled expansion in most business centres , to eventually become one of the important players in international business transactions.

6. Internet - Associates are provided with a multi-lingual Internet portal developed according to the latest technology available in the world of communication and IT, together with appropriate SEO support. Each Associate’s expertise and specialities will be promoted professionally.

7. Software – The Associate that joins as Legal Expert, does not use any of software, or any other software provided to Associates that operate as Advisers.

8. Documents - are provided it’s Associates with the basic documents (in English) that are required for their business operation, which can be downloaded from Intranet.

9. Legal Experts – Advisers and Consulting Professionals when any of their services are required.

10. Cooperation Rules for Legal Experts - and Associate agree to cooperate on mandated business opportunities according to the following rules and regulations.

a. The consultations of Legal Experts within the global network are initiated by any one Associate, or by any of clients that need the legal service(s) the associated Legal Expert provides.

b. Payments for such services and related fees are made directly to the associated Legal Expert by the Associate or the client that places the mandate with the Legal Expert.

11. Royalty - Associate pays ....% (.... per cent) royalty plus VAT where applicable from the gross revenue from success and service fees agreed between him and his client, for transactions closed by him under ....... Gross revenue is the total turnover generated from professional fees for any ......-related services and consultation rendered by you to your clients under the umbrella of.... and its global network, as well as for all success fees or commissions you receive for any other kind of business transaction and consultation. In case VAT is applicable between the Associate and his client the basis of the royalty is the net revenue.

12. Corporate Identity - Associate agrees to follow Corporate Identity (CI), solely for the purpose of corresponding with potential clients , and to promote Business Opportunities thereunder.

13. Functional Network and Associate’s Relations - Reaction time in communication between Associates and clients, and between Associates and vice versa, should be no more than 3 (three) working days, unless the matter is urgent, in which case response will have to be mutually provided within 24 hours. Associate must respect Code of Ethics and Conduct included in the Licence Manual. Team spirit and good faith must be prevalent in all relations in any combination between Licensor, Associates, clients, colleagues and referrers.

14. Liability - We will not , under any circumstances, be liable for any losses, expenses or damages resulting directly or indirectly from any delays in Associate’s delivery of services and/or documents. In no event will be responsible for consequential or incidental damages resulting from any such cause.

15. Success Fees and splitting Success Fees between Associates - In case two Associates are involved in a successful closure of a transaction, one that represents the seller client, and the second Associate that brings the investor, or vice versa, the success fees received are split by the Associates case by case, and agreed accordingly between the two Associates that are involved in the transaction. Same is agreed if a transaction is processed and closed commonly by the Associate and the Licensor. Otherwise, the success fee is divided in general as follows when two Associates (or Licensor and Associate) are equally involved in a business transaction.

No deductions are permitted for calculating the sharing of success fees, nor for the calculation of royalties.

16. Splitting of Success Fees with Licensor - The split of success fees for all transactions involving an Associate and Licensor will be handled according to the rules set forth in Clause ..... above: in case Licensor brings the buyer to match Associate’s seller mandate, or a seller for the business wanted by Associate’s client, licensor’s rights are equal to the rights of the Associate.

17. Retainers and Consulting Fee for Buyer Mandates - Buyer Mandates are often awarded with monthly retainers and possibly expenses, too, in addition to success fees agreed between client and Associate. Consulting fees arranged in addition for special services like business evaluations, market research, corporate finance, company restructuring, etc. can be additional services agreed upon in buyer mandates. In such cases, also receives royalties on such retainers and consulting fees paid by client.

18. Business Mediation Mandates and Invoicing Procedure - All Business Mediation Mandates (BMM) must be signed by client and Associate. A copy of the mandate or authorisation agreement is always transmitted. The Associate in possession of the BMM is responsible for the collection of the success fee. Only the Associate that holds the BMM can invoice client for full success fees. Any modification made to the amount of the success fees initially agreed upon between Associate and the client must be approved by both Associates, only in case both are involved in the transaction that is stipulated in the BMM. If the Associates cannot agree to such modification in writing, the amount of the success fee initially agreed upon will be respected.

The Associate in possession of the BMM and in charge of coordinating the project, must communicate information regarding the process immediately to the cooperating Associate using the tools and methods provided.

19. Buy-/Sell Mandates from Associate’s Clients – In case of Associate getting a buy-/sell mandate from one of his clients for a local transaction, he can process the transaction in his country. When the mandate concerns a cross-border transaction, Associate will invite the Adviser in the respective country to accompany the transaction until final closing, and share the success fee accordingly.

20. Collection of Success Fee from Client - At the time of signing of the promissory contract of sale or purchase, Associate collects from client the agreed success fee, or at the time of the deed (as stipulated in the business mediation mandates and manuals). The deadline for the collection of the full payment of success fees is the day of the deed.

21. Relation and Communication between Network Partners - In respect of treating cooperation with other , Associates must respect Code of Ethics and Conduct included in the Licence Manual. Team spirit and good faith must be prevalent in all relations in any combination between Licensor, Associates and Referrers. Contact to an Associate’s client, may it be a buyer client or a seller client can only be made by the Associate in charge of that client. Contacts between Associates are made through only. In case direct contacts become necessary during a transaction process, needs to approve in writing, and must be copied on all direct correspondence without exception.

22. Financial Agreements and Success Fee Management - In his capacity as ...... Licensee, Associate can arrange in his territory the establishment of cooperation contracts with financial institutions regarding PE, risk capital, investment banks, securities, real estate investment funds and alike, with the aim to negotiate business and investment opportunities of Associate .

23. Referral Commission - In case you refer a business opportunity to.....or any..... Associate that operates as Adviser, and the referred business transaction is closed, a referral commission of .... (.... per cent) plus VAT where applicable will be paid to you by the respective party that closed the transaction.

24. Reporting to Clients - The Associate in possession of the BMM must report all performed tasks to the client in form of a Marketing Report, which is provided in digital form. This report includes the marketing activities made indirectly by sources and programs, as well as the activities of the cooperating Associate, if applicable. The reports follow the guidelines provided by the software.

25. Standardisation of Templates and Procedures – When processing business opportunities and services, the Associate must use the templates provided for various document types and follow the procedures described in the Licence Manuals, of which the latest version is always digitally available in Intranet.

26. Regulation for Associates in Specified Territories - All general enquiries or enquiries regarding any Business Opportunity reaching Licensor from an Associate’s territory, which are NOT linked to a business “owned” via BMM by another Associate, will automatically and exclusively be passed to him via his email account. The Associate is obliged to contact the enquirer, valuate the seriousness of the enquiry, and negotiate the further process, until a BMM is signed, to process the mandate further.

27. Buyer and Client Enquiries and Other Leads - Contacts of potential clients or any kind of leads to the project of an Associate, are automatically and exclusively referred to that Associate. The contact details of other potential clients coming through the internet or general advertisements will be forwarded to the Associates by Licensor according to the respective clients’ preferences, geographical location and Associate’s individual experience.

28. Qualification – Associate must qualify to become an Associate in Global Network, where he pays a Licence / Entrance Fee on acceptance. Associate qualifies to become an Associate in Global Network with signing this agreement by both parties.

29. Licence Fee - The Licence / Entrance Fee for Legal Experts amounts to plus VAT where applicable.

30. Deferred Payment – The Licence / Entrance Fee will be fully paid from invoiced and paid success and service fees from closed transactions, through any other revenue generated by Associate . There are no payments at all to be made in advance.

31. Term - The duration of the licensed period is ... (.....) years, but can be extended on written request by Associate for an additional period of ... (.....) years sent to .....via e-mail not later than 3 (three) months before the end of the original term, without .......charging additional Licence / Entrance Fee. In case the term of this agreement is not extended as defined above and the agreement expires at the end of the definite term and till then not the entire Licence / Entrance Fee has been paid according to the conditions defined in Section ..., the Associate shall be released from any and all such Licence / Entrance Fee except those that are due based on activities pursued based on this agreement for transactions closed by the Associate under .......

32. Cancellation - Termination of the agreement before the end of the term is by mutual agreement between Licensor and Associate, when severe reasons do not permit to continue the cooperation between the two parties.

33. Confidentiality - It is agreed between the two parties that all information and documents exchanged between the Associates are bound by strict confidentiality, an can only be released to third parties upon request by the one party, and written confirmation by the other.

34. Jurisdiction – Place of jurisdiction is ........domicile.

Dr Jose Luis Cavalieri.net

Transformation in Action of Legal Services

Dr Jose Luis Cavalieri.net contadores abogados licenciados en administracion Derecho Tributario Previsional Civil y Comercial info@joseluiscavalieri.com Te 54 11 4953 7944 Junin 658 Buenos Aires C1026ABN CABA, Argentina