and De La Guardia, Neuman, Faraudo & Bermúdez (DENFAB). Hereinafter DENFAB will be referred to as (“The Firm”).
Whereas, The Foundation is a Panamanian Private Interest Foundation duly registered in the Republic of Panama. The Primary Beneficiary(ies) have retained the Firm for Nominee Foundation Council services for The Foundation.
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 Primary Beneficiary(ies) and The Firm:
1. The Firm shall appoint one or more natural or legal persons at the request of The Beneficiary(ies) to act as a Nominee Foundation Council member of The Foundation.
2. Such Nominee Foundation Council member shall (i) evaluate any instructions given by The Primary Beneficiary in acting or omitting to act on behalf of The Foundation. Such instructions include, but are not limited to, the appointment of persons to hold any office of The Foundation.
3. The Primary Beneficiary(ies) shall provide The Firm with copies of their passports, notarized signatures, and all due diligence documents.
The Firm agrees to treat as confidential all data, documentation and other information provided by The Primary Beneficiary(ies) during and after the term of this Agreement.
In the event of an investigation of any kind arising out of the activities of The Foundation for unlawful acts, and/or violations of law of any country, the Nominee Foundation Council member, 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 Foundation and therefore shall comply with the orders of the appropriate authorities following due process.
4. The Primary Beneficiary agrees that the Primary Beneficiary(ies) present and future of The Foundation shall be bound by this agreement. In the event of default by any Primary Beneficiary of The Foundation, The Firm may, without further notice, instruct any and all council members of The Foundation to resign with immediate effect.
The Primary Beneficiary may, without reason or justification, request that The Firm remove the Nominee Foundation Council member or members from the Foundation’s Board. The Primary Beneficiary is obliged to cover all expenses to be incurred for the removal of the Council member(s) and for the appointment of new ones.
5. The Primary Beneficiary, in his/her individual capacity and, as the holder of all of the shares of The Foundation, obligates The Foundation to hold the Council member(s) of The Foundation and The Firm harmless for any liability he/she may incur by acting as a council member of The Foundation.
In addition, the Primary Beneficiary(ies) agrees to hold The Firm and any attorneys, employees, or collaborators that the Firm has assigned to provide Nominee Council services to The Foundation fully harmless against any lawsuit, litigation or damages arising out of the Firm’s provision of Nominee Council services to The Foundation.
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 Primary Beneficiary, without any obligation on the part of The Firm to indemnify or compensate the Primary Beneficiary.
6. The Primary Beneficiary, personally and as a Primary Beneficiary of The Foundation, agrees that the council members of The Foundation have assumed their position(s) in The Foundation at their request and that they will act or omit to act on behalf of The Foundation only upon receipt of appropriate written instructions from The Primary Beneficiary(ies).
The Firm and the Nominee Foundation Council member(s) may exercise discretion not to act if the instructions of the Primary Beneficiary(ies) 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 services rendered by Nominee Foundation Council members shall be paid on an annual basis, and its cost shall be stated in a separate document.
The Foundation must be up to date in the payment of these services in order for the Nominee Foundation Council members 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 in Panama City.
That both parties have agreed to enter into this Service agreement: