Whereas, The Company is a Panamanian corporation duly registered in the Republic of Panama. The Shareholders have retained the Firm for the provision of nominee directors for The Company.
In consideration of the mutual benefits to be derived from this service agreement and other representations, warranties, conditions, agreements, and promises contained herein and other good and valuable consideration, the following shall serve as an understanding and agreement of the relationship and procedures to be observed between The Shareholder(s) and The Firm:
1. The Firm shall appoint one or more natural or legal persons at the request of the Shareholder(s) to act as a Nominee Director of the Company.
2. Such Nominee Director(s) shall (i) evaluate any instructions given by The Shareholder in acting or omitting to act on behalf of The Company. Such instructions include, but are not limited to, the appointment of persons to hold any office of The Company.
3. The Shareholder(s) shall provide the Firm with copies of their passports and notarized signatures and all due diligence documents.
The Firm agrees to treat as confidential all data, documentation and other information provided by the Shareholder(s) during and after the term of this agreement.
In the event of an investigation of any kind arising out of the activities of The Company for unlawful acts, and/or violations of law of any country, the Nominee Director(s), The Firm, and/or any of its subsidiaries and affiliates shall not be bound by the privacy or non-disclosure agreement with respect to such activities of The Company and therefore shall comply with the orders of the appropriate authorities following due process.
4. The Shareholder agrees that all present and future shareholders of The Company shall be bound by this agreement. In the event of default by any shareholder of The Company, The Firm may, without further notice, instruct any and all directors of The Company to resign with immediate effect.
The Shareholder may, without any reason or justification, request The Firm to remove the Director or Nominee Directors of The Company. The Shareholder undertakes to cover all the expenses to be incurred in order to remove the Directors and appoint new ones.
5. The Shareholder, in his/her individual capacity and, as the holder of all of the shares of The Company, obligates The Company to hold the director(s) of The Company and The Firm harmless from any liability he/she may incur by acting as a director(s) of The Company.
In addition, the shareholder(s) agree(s) to hold the Firm and any attorneys, employees, or collaborators that the Firm has assigned to provide Nominee Director services to the Company fully harmless against any lawsuits, litigation or damages arising out of the Firm’s provision of Nominee Director services to the Company.
In the event of a prejudicial publication or performance, this shall constitute just and sufficient cause for the Firm to terminate the relationship between the Firm and the Shareholder, without any obligation on the part of the Firm to indemnify or compensate the Shareholder.
6. The Shareholder, personally and as a shareholder of The Company, agrees that the directors of The Company have assumed their position(s) in The Company at their request and that they will act or omit to act on behalf of The Company only upon receipt of appropriate written instructions from The Shareholder(s).
The Firm and the Nominee Director(s) may exercise discretion not to act if the instructions of the Shareholder are contrary to law, morality, or the policies of the Firm.
7. This Agreement shall be terminated by either party upon receipt of written notice of termination, by electronic means, and any term of this Agreement may only be modified in writing.
8. The professional fees for the Nominee Director services shall be paid on an annual basis, and its cost shall be stated in a separate document.
The company must be up to date in the payment of these services in order for the Nominee Director(s) to be able to perform their duties.
9. The agreement shall enter into force on the date of signature by both parties and shall be valid indefinitely and may be terminated by written notice from the parties at any time and in accordance with the provisions of this agreement.
10. This agreement is governed by Panamanian law and the competent courts are those of the Republic of Panama, with headquarters in Panama City.
That both parties have agreed to enter into this service agreement:
