Draft of Agreement

DRAFT OF THIRD-PARTY SERVICES AGREEMENT

This private instrument of Services Agreement, on one side, ACONE – Assessoria e Consultoria Empresarial Ltda., a private legal entity, registered with CNPJ under No. [ACONE’S CNPJ NUMBER], headquartered at [ACONE’S COMPLETE ADDRESS, INCLUDING ZIP CODE, CITY, AND STATE], Tel/Fax: [ACONE’S PHONE NUMBER], email: [ACONE’S EMAIL], hereinafter referred to as the CONTRACTING PARTY, and on the other side, [NAME OF THE CONTRACTOR], a private legal entity, headquartered at [CONTRACTOR’S ADDRESS], registered with CNPJ/MF under No. [CONTRACTOR’S CNPJ NUMBER], represented herein by its [TITLE OF THE PERSON RESPONSIBLE FOR THE CONTRACTOR], [NAME OF THE PERSON RESPONSIBLE FOR THE CONTRACTOR], hereinafter referred to as the CONTRACTOR, have mutually agreed upon the following:

CLAUSE ONE – OBJECT

1.1 The CONTRACTOR undertakes to provide services of [DETAILED DESCRIPTION OF THE SERVICE], as specified in the Commercial Proposal attached to this instrument, which becomes an integral part of this Contract as if fully transcribed herein.

1.2 This Contract shall commence on [START DATE] and terminate on [END DATE], extendable by mutual agreement between the parties.

CLAUSE TWO – PRICE AND PAYMENT

2.1 For the contracted service, the CONTRACTING PARTY shall pay the CONTRACTOR the amount of R$ [SERVICE AMOUNT], payable as follows: [DETAILED DESCRIPTION OF PAYMENT TERMS, INCLUDING DATES AND AMOUNTS].

2.2 In case of delay in payment by the CONTRACTING PARTY, a penalty of 2% of the overdue amount shall be applied, plus late payment interest of 1% per month.

CLAUSE THREE – CONTRACTOR’S OBLIGATIONS

3.1 The CONTRACTOR shall perform the services with utmost diligence and professionalism, in accordance with the specifications detailed in the Commercial Proposal attached to this instrument.

3.2 The CONTRACTOR undertakes to maintain the confidentiality of all information entrusted by the CONTRACTING PARTY and not to disclose such information to third parties without the express authorization of the CONTRACTING PARTY.

3.3 The CONTRACTOR agrees to comply with all safety and hygiene standards, and not to employ labor under conditions analogous to slavery or child labor.

CLAUSE FOUR – CONTRACTING PARTY’S OBLIGATIONS

4.1 The CONTRACTING PARTY undertakes to provide the CONTRACTOR with all necessary information for the performance of the contracted service.

4.2 The CONTRACTING PARTY commits to providing all necessary conditions for the execution of the contracted services, including materials, equipment, physical space, and human resources, when applicable.

4.3 The CONTRACTING PARTY undertakes to make payments due to the CONTRACTOR according to the conditions established in Clause Two of this instrument.

CLAUSE FIVE – CIVIL LIABILITY

5.1 The CONTRACTOR shall be liable for any damages caused to the CONTRACTING PARTY or third parties as a result of the provision of the contracted services, provided such damages are proven to be due to the fault of the CONTRACTOR.

5.2 The CONTRACTING PARTY shall be liable for any damages caused to the CONTRACTOR or third parties due to omissions or incorrect information provided to the CONTRACTOR.

CLAUSE SIX – TERMINATION

6.1 This Contract may be terminated by either party upon written notice with a minimum advance notice of [NOTICE PERIOD] days.

6.2 If termination occurs due to the fault of the CONTRACTOR, the CONTRACTOR shall indemnify the CONTRACTING PARTY for any damages incurred.

CLAUSE SEVEN – COMPLIANCE CLAUSE

7.1 The parties acknowledge the importance of implementing effective compliance measures to prevent and combat corruption and other illegal practices.

7.2 The CONTRACTOR undertakes to adopt adequate compliance measures in its activities, in accordance with applicable laws and best market practices.

7.3 The CONTRACTING PARTY may require the CONTRACTOR to provide evidence that compliance measures are effectively implemented.

7.4 If the CONTRACTOR fails to comply with compliance obligations, the CONTRACTING PARTY may terminate this Contract immediately, without prejudice to other applicable measures.

CLAUSE EIGHT – JURISDICTION

8.1 The parties elect the jurisdiction of the City of [CHOSEN CITY FOR JURISDICTION], to resolve any issues arising from this contract.

In witness whereof, the parties have agreed to the above conditions, obliging themselves to respect and fulfill them, and sign this instrument in 3 (three) identical counterparts, together with 2 (two) witnesses who witnessed everything.