Service Agreement – Calenda

CONTRACT FOR THE PROVISION OF SPECIALIZED COMPUTER SERVICES

What they do with each other, on the one hand: 

– MAIA E REIS JUNIOR DESENVOLVIMENTO LTDA – ME , a private company registered with the CNPJ/MF under No. 28.089.414/0001-58, headquartered at Rua Passos, No. 464 apt. 304, Carlos Prates, CEP 30710-540, Belo Horizonte/MG, herein represented, under the terms of its articles of incorporation, by its legal representative, Mr. Lucas Maia Veríssimo, Brazilian, single, bearer of the Identity Card MG – 16.459. 429, resident and domiciled at Rua Passos, n° 464 apt. 304, Carlos Prates, CEP 30710-540, Belo Horizonte/MG, hereinafter referred to simply as CONTRACTOR . 

And on the other hand:  

– XXXXXXXXXXX , private company registered with the CNPJ/MF under No.  XX.XXX.XXX/XXXX-XX, with address at XXXXXXXXXX , ZIP CODE XXXXX-XX, XXXXXX/XX, hereinafter referred to simply as CONTRACTING PARTY.  

Collectively referred to as “Parties” and individually as “Party”, subject to the following clauses and conditions:

1. OBJECT 

1.1. The purpose of this Service Provision Agreement (the “Agreement”) is the license to use; the support; the hosting and updates of the CONTRACTOR’s software , entitled by Calenda, for the CONTRACTING PARTY , detailed in the attached Commercial Proposal, an integral and complementary part of this instrument.

1.2. The CONTRACTOR declares itself to be perfectly fit and technically capable to develop the services, guaranteeing to the CONTRACTING PARTY the correct performance and quality of the services that it may develop in carrying out the activities related to this Agreement. 

2. USE LICENSE 

2.1. This license of use comprises the onerous, non-exclusive and non-transferable right to use 01 (one) software owned by the CONTRACTOR for the performance of the CONTRACTING PARTY’s business activities .  

2.2. Activities beyond licensing, hosting, support, updates, onboarding and setup of this software will be charged and budgeted alongside the contract value.  

2.3. The scope of the software use license is restricted only to the CONTRACTING PARTY’s  units and/or institutions provided for in Annex I – Commercial Proposal. The reproduction and/or use of the contracted modules in places not previously agreed, like other units and/or institutions of the  CONTRACTING PARTY, becomes undue until a new implementation agreement is established between the parties.  

2.4. The features offered and the contracted software modules are restricted to the licensed plan agreed in Annex I – Commercial Proposal.   

2.5. If necessary, the change in the chosen plan, staff or units/institutions, must be communicated by the CONTRACTING PARTY 30 (thirty) days in advance so that the CONTRACTOR , and only it, can change the system database upon prior communication via e-mail specifying the reason for the change, as long as it does not detract from the original agreement.      

3. SUPPORT 

3.1. Support services include remote assistance regarding improper software behavior  , correction of failures when they occur, maintenance in the server environment, questions on usability, the entire platform onboarding process and general support to administrator users and operators of the system. 

3.2. It is up to the CONTRACTOR to guarantee the availability of the software  in 98% of its time, and cannot incur more than 48 consecutive hours of system downtime. 

3.3. The CONTRACTOR is responsible for providing new versions of the  software that may be released, provided they contain changes, corrections, routine additions or performance improvements, and the CONTRACTOR will bear the cost of updating them in the approval and production environments on the server provided by the CONTRACTOR itself . The  CONTRACTOR undertakes to carry out the releases outside business hours. 

3.4. User support service calls should preferably be registered through the chat provided on the platform itself by the CONTRACTING PARTY’s administrator users or operators in the system. In the absence of this possibility, the e-mail contato@reismaia.com is available as a secondary channel. 

3.5. User support service calls may be registered by the CONTRACTING PARTY at any time, with a period of 2 business hours to start the service, provided they are duly registered in the official channels by the CONTRACTING PARTY. 

3.6. It is up to the CONTRACTOR to provide resolution of the calls within a maximum period of 72 hours from the date of communication by the CONTRACTING PARTY of failures that are impeding the full performance of the software’s core activities . 

3.7. The CONTRACTING PARTY’s support team will be available during business hours from 8:00 am to 12:00 pm and from 1:00 pm to 5:00 pm, on business days from Monday to Friday according to the schedule provided in Annex I – Commercial Proposal for answering the calls. 

3.8. At the request of the CONTRACTING PARTY, the CONTRACTOR may extend the support hours for demands of an emergency nature that impede the execution of the primary activities. 

4. PRICE 

4.1. For the services described in Clauses Two and Three (License and Support), the CONTRACTING PARTY will pay the total gross and single amount of BRL X.XX (xxx).

4.2. The price includes all direct and indirect costs inherent to the execution of the Contract. The taxes due as a result of this Agreement are included in the amounts presented and will be the responsibility of the CONTRACTOR , as defined in the tax rule, and the  CONTRACTING PARTY is authorized to make the legal withholdings that may be necessary 

5. PAYMENT METHOD

5.1. The payment of the amount described in item 4.1 above will be made in: 

5.1.1. Setup referring to the onboarding performed by the CONTRACTOR in the amount of R$ X.XX (xxx) with maturity on xx/xx/xxxx.

5.1.2. X installments of BRL X.XX (xxx) from XX from xxx to XXXX.

5.2. The CONTRACTOR will issue the invoice for the services on the first business day of each month. 

5.3. The payment slip will be used as a payment instrument for the  CONTRACTING PARTIES and must be sent by the CONTRACTOR  together with the Services Invoice; 

5.4. Maturity will be 30 calendar days from the date of issuance of the Invoice. 

5.5. In the invoice for services, the type of service contracted must be clearly described, without the use of abbreviations, acronyms or names in a foreign language. The description of the services provided must be in accordance with the city’s service code and the list of services annexed to Complementary Law nº 116, of July 31, 2003, amended by Complementary Law nº. 157 of 2016. 

5.6. INSS, IRRF, CSLL, PIS, COFINS and ISSQN withholdings must be highlighted, if any, in the specific fields of the invoice. For analysis of the withholding of ISSQN, observe the legislation of the provider/borrower municipality as well as consult the CONTRACTING PARTY on the applicability of tax substitution, before the issuance of said invoice. 

5.7. In cases of exemption from withholding or reduction of the withholding calculation basis, describe in the body of the invoice the legal basis, in addition to attaching the documents that may be necessary, as required by the applicable legislation. 

5.8. If there are retentions, the net amount to be paid to the CONTRACTOR must be included in the slip . (Net value = gross value (-) withholding value). 

5.9. If the CONTRACTING PARTY finds that the services have not been completed in the agreed manner, in accordance with the conditions set forth in this Agreement, it may withhold the respective payment and any installments falling due, if any, until the situation is regularized, without characterizing the CONTRACTING PARTY’s default or delay or reason for the interruption of services by the CONTRACTOR . 

5.10. In the event of an error, erasures, or divergence in the billing document, the CONTRACTING PARTY will return it for correction and will count a new expiration date from its resubmission, with the payment term being suspended, without penalties, until they are corrected and replaced.  

5.11. 4.7. The CONTRACTOR is prohibited from entering into factoring , vendor or any other credit operations with financial institutions or others of any nature  that have as their object the rights arising from this contract. 

6. DELAYS IN PAYMENT

6.1. Failure to pay within the period stipulated in 5.4 automatically blocks the expired slip and invalidates it for payments from the 16th (sixteenth) day after the respective period. Thus, the delayed entry must be carried out via TED in the exact same amount as the corresponding installment for the MAIA E REIS JUNIOR DESENVOLVIMENTO LTDA – ME account . CNPJ: 28.089.414/0001-58 Bank: 077 – Banco Inter SA branch: 0001 checking account:  1124722-3 ; 

6.2. Failure to pay within the period stipulated in 5.4 will result in interest of 0.03% per day due for delay. The rollover will take place from the 16th (sixteenth) day of each delayed monthly payment until the balance date shown in the CONTRACTOR’s current account  ; 

6.3. Interest will be effectively charged only on the invoice of the following month, not charging any additional amount on the current month; 

7. READJUSTMENT 

7.1. The value of this instrument must be readjusted annually, always based on the variation of the General Market Price Index – IGPM/FGV or, in its absence, by another index that may replace it. 

7.2. The CONTRACTOR shall communicate each January the adjustment applied under the installments made in the current year. 

7.3. It is established that, in the event of the existence of legal provisions subsequent to the execution of this Agreement, which introduce rules that modify the minimum allowed bases of the readjustment period, the Parties agree that such legal provisions will apply to this Agreement. 

8. TERM

8.1. This Agreement has a duration of XX (xx) months, from the date of XX of xxx of XXXX, and ending on the XX of xxx of XXXX, and may be renewed, by mutual written consent between the Parties.

9. OBLIGATIONS OF THE PARTIES 

9.1. Limitation of liability: It is stipulated that in any case of damage suffered by any of the contracting parties, the compensation due by the other party may not exceed the total contractual value  

9.2. The CONTRACTOR undertakes to: 

9.2.1. Perform the services object of this Agreement in accordance with the defined specifications, within the best technique, under its sole responsibility; 

9.2.2. Provide the CONTRACTING PARTY with the information requested during the execution of the services, within a reasonable period that is relevant to the urgency of the service to be performed; 

9.2.3. Immediately communicate, in writing, to the  CONTRACTING PARTY , any unforeseen occurrence that may affect the services under its responsibility, under penalty of any failure of the service being considered sufficient reason for breach of contract; 

9.2.4. Be fully responsible for the obligations it may contract with third parties, during and by virtue of the performance of the services object of the Agreement, exempting the CONTRACTING PARTY from any liabilities arising from this fact; 

9.2.5. Comply, during the execution of the services object of this Agreement, with all laws, regulations and/or positions, federal, state or municipal in force, as well as provide for the obtaining of the licenses and authorizations necessary for the regular execution of the services, being solely responsible for losses and damages of any nature arising from infringements to which it has given rise, as well as the payment of fines, eventually applied by the competent authorities; 

9.2.6. Provide the services object of this instrument with strict observance of the ethical and professional precepts related to the work to be developed, which must be done within the development standards defined by mutual agreement between the Parties; 

9.2.7. Know, comply with and demand that its representatives, employees and agents comply with all internal security standards of the CONTRACTING PARTY , existing or to be created, especially with regard to the rules of the Information Security Policy; 

9.2.8. Respect the working hours of employees of the  CONTRACTING PARTY who may also be linked to the CONTRACTOR . It will provide the services in a non-conflicting hourly load so that the attendance reports prove the adequacy of the journeys. 

9.2.9. communicate, in writing, to the CONTRACTING PARTY , any corporate changes, especially with regard to its management or shareholding composition; 

9.2.10. not hire any employee of the CONTRACTING PARTY , for a period of up to 24 (twenty four) months, counted from the end of the contract, unless the CONTRACTING PARTY’s prior and express consent. If the contracting does not comply with the provisions herein, the indemnity payable by the CONTRACTOR to the CONTRACTING PARTY will be 24 (twenty-four) times the last gross monthly remuneration paid by the CONTRACTING PARTY to the employee; 

9.2.11. select and monitor its sub-suppliers, in order to have, in its register, companies that have social responsibility and that comply with environmental, labor and health and safety at work legislation; 

9.2.12. be civilly and criminally responsible for the losses, damages and loss of profits that the CONTRACTING PARTY and its clients/collaborators and third parties may suffer , arising out of fault or intent in the execution of the contracted services, subject to the limit of liability established in item 9.1 , above 

9.2.13. maintain, by itself and its employees, the strictest confidentiality of all data, documents and information, under penalty of application of applicable contractual and legal penalties; 

9.2.14. offer technical support regarding the services provided, in case of any problems or difficulties found by the CONTRACTING PARTY ; 

9.2.15. correct any irregularity in the fulfillment of its obligations, in accordance with what is requested by the  CONTRACTING PARTY ; 

9.2.16. replace any of its employees or agents, whose conduct violates the law or the CONTRACTING PARTY’s internal rules  ; 

9.2.17. observe and enforce the laws and regulatory standards of safety, hygiene and occupational medicine; 

9.2.18. not allow minors under 18 (eighteen) years old to work at night, in dangerous or unhealthy activities, as well as not allow any work to minors under 16 (sixteen) years old, except as an apprentice from 14 (fourteen) years old, as established in article 7, item XXXIII of the Constitution of the Republic; 

9.2.19. not to use, throughout its production chain, slave labor and/or in degrading conditions, in accordance with the related pertinent legislation; 

9.2.20. Keep the CONTRACTING PARTY and its legal representatives safe from any responsibility for the illicit use, for the execution of the Contract, of intellectual property rights relating to the contractual object, including, but not limited to, registrations or requests for registration of trademarks, industrial designs, patents , copyright, computer programs, know how, technologies, industrial secret, or equivalent, provided for in the legislation in force; 

9.3. The CONTRACTING PARTY’s obligations are : 

9.3.1. Provide the CONTRACTOR , as necessary and in due advance, with all the conditions necessary for the execution of the services; 

9.3.2. Indicate a professional from your team who will be responsible for monitoring the services of this Agreement; 

9.3.3. Allow the CONTRACTOR to use the name of the CONTRACTING PARTY solely for the purpose of disclosing customers served by the CONTRACTOR . 

9.3.4. Be fully and exclusively responsible for the acts performed by users, third parties authorized by the  CONTRACTING PARTY to access the System through the creation of new user accesses, observing the limit of liability established in item 9.1; 

9.3.5. Take all security measures so that its personnel and/or third parties do not violate any of the CONTRACTOR’s intellectual property rights , and notify the CONTRACTOR , immediately, in the event of any violation of intellectual property of which it becomes aware; 

9.3.6. Take all necessary measures so that the System is not misused, thus considering, but not limited to, the unauthorized disclosure of personal data. 

10. OUT OF SCOPE 

10.1. This contract excludes from its object the software development service in addition to the proposal of Calenda and related face-to-face consultations; 

10.2. The software development service – comprised of evolutions, implementations and customizations of features – will be dealt with in a new commercial proposal agreed between the parties, falling within the scope of the software of this contract object; 

10.3. In the event of the use of screens for on-site display of the  software, the CONTRACTING PARTY must have the machinery and equipment, as well as the labor required to install the solution as agreed in Annex I –  Commercial Proposal; 

10.4. Visiting expenses comprised of consultancy services provided by the CONTRACTOR to the CONTRACTING PARTY of any nature, carried out during the term of the contract, provided that the expenses by the CONTRACTING PARTY are requested and previously approved , such as training, problems in the full functioning of the environment, system presentations , requirements gathering, and meetings regarding the current service, will also be borne alongside the contract value by the CONTRACTING PARTY , according to Annex I – Commercial Proposal. 

11. INTELLECTUAL PROPERTY 

11.1. The CONTRACTING PARTY understands and acknowledges that all and any work resulting from the services developed are the exclusive property of the CONTRACTOR , its successors and assignees, on an irrevocable and perpetual basis, for the purposes of intellectual property rights, due to the purpose of this Agreement, pursuant to article 4 of Law No. 9,609/98 ( Software Law ). 

11.2. The CONTRACTOR undertakes to obtain, on its own behalf, any records relating to intellectual property and computer programs developed under the purpose of this Agreement, and the  CONTRACTOR shall pay the expenses arising therefrom. The  CONTRACTOR undertakes, also, to sign any documents necessary for the effecting of the registrations, being also responsible for being duly legitimated to do so, keeping in its files written instruments capable of proving the total and definitive transmission of the rights related to the property intellectual property, for exhibition to the competent bodies. 

11.3. The CONTRACTOR also declares that it has signed a written agreement for the assignment of intellectual property rights with its employees and any co-authors, whether its employees or contracted third parties. Certified copies of the aforementioned agreements must be delivered by the CONTRACTOR to the  CONTRACTING PARTY prior to signing this Agreement. The  CONTRACTOR is responsible for the payment of any indemnity or any penalty that the CONTRACTING PARTY may suffer  , arising from the inaccuracy or non-existence of this statement. The CONTRACTOR also undertakes to reimburse the CONTRACTING PARTY for the damages it experiences for the same reason. 

11.4. Whenever there is acquisition or use, by the  CONTRACTOR , of products and technologies involved in the production process in order to meet the object of this Agreement, the CONTRACTOR will ensure that such acquisition or use does not constitute an infringement of any third-party Intellectual Property rights. 

11.5. Under no circumstances is the CONTRACTING PARTY allowed  , in the person of its representatives, agents, managers, attorneys and/or interested third parties: 

11.5.1. Change, assign, sublicense, sell, lease or guarantee, donate, dispose of in any way, transfer, in whole or in part, under any modalities, free of charge or onerous, provisionally or permanently, the software object of this contract, as well as its documentation or any information relating thereto; 

11.5.2. Use in whole or in part any material, data structure or system source for any purpose other than the licensed use; 

11.5.3. Modify the characteristics, routines or any parts of the software structure, expand or change them in any way, without the prior and express consent of the  CONTRACTOR ; 

11.5.4. Any authorized disclosure of the CONTRACTOR ‘s system documents and software information . 

11.6. The CONTRACTOR declares that it holds all rights necessary to formalize this Agreement, including, without limitation, the property copyrights, and declares that they do not violate any rights of third parties, assuming, in this regard, all responsibility to the  CONTRACTING PARTY and third parties . 

11.7. Any limitations imposed by third parties concerning intellectual property on the services provided by the  CONTRACTOR , in accordance with this Agreement, must be previously communicated by the CONTRACTOR to the  CONTRACTING PARTY , and the CONTRACTING PARTY is exempt from any responsibility for the absence or misunderstanding of such measures, information and any infringements of third party rights. 

11.8. The CONTRACTING PARTY and the CONTRACTOR agree that each Party may only use the trademark belonging to the other Party upon its prior written approval. Each Party agrees not to perform any act or omission that prejudices the rights of the other Party, including, but not limited to, intending to register any trademark of the other Party as an integral part of a composite trademark, or register any trademark that may cause confusion due to of their likeness.  

11.9. Upon termination of the Agreement, for any reason, the  CONTRACTOR shall immediately cease using the CONTRACTING PARTY ‘s trademark . 

12. ASSIGNMENT OR TRANSFER 

12.1. The CONTRACTOR may not assign or transfer, even partially, this Contract, except with the prior written consent of the CONTRACTING PARTY . 

13. TERMINATION 

13.1. This Agreement may be terminated, without burden or penalties to the Contracting Parties in the following cases: 

13.1.1. By mutual agreement;

13.1.2. By the CONTRACTOR , regardless of the reason, provided that it is communicated, in writing, to the CONTRACTING PARTY , at least 30 (thirty) days in advance; 

13.1.3. There is a ratification or decree of bankruptcy, judicial or extrajudicial liquidation or a request for judicial or extrajudicial recovery by either Party. 

13.1.4. in the event of an Act of God or force majeure that prevents the continuity of the provision of services after 30 (thirty) days of its confirmation. 

13.2. This Agreement may be terminated by the  CONTRACTING PARTY , regardless of reason, provided that it is communicated, in writing, to the CONTRACTOR , at least 30 (thirty) days in advance under the condition of a contractual fine in the percentage amount of 10% (ten per percent) referring to the remaining amount referring to the contract value. 

13.3. This Agreement may be terminated by either Party, due to non-compliance with any clause or condition established herein, and the aggrieved party shall communicate extrajudicially to the other party, determining that the default is remedied within a period of 10 (ten) days from the date of receipt of the communication. Upon expiry of the term, and the default having not been remedied, the Agreement will be terminated, regardless of any other judicial or extrajudicial formality, and the infringing party shall incur in the payment of a fine equivalent to 10% (ten percent) of the total value of the Agreement , without prejudice to indemnity for any losses and damages that the aggrieved party is affected. 

13.4. In any event of termination, for whatever reason, the CONTRACTOR undertakes to submit a report of all services provided and the current status of the provision of services until the date of termination, within a period of up to 10 (ten) days from of termination.  

13.5. The obligations related to guarantees, indemnities, confidentiality, data protection, anti-corruption practices and others of the same nature, will remain valid and in force, even after their extinction, whatever the reason. 

14. INDEPENDENCE BETWEEN THE PARTIES AND THE ABSENCE OF LINKS 

14.1. The Parties expressly acknowledge that the only legal relationship between them results from this Agreement or from contracts formally signed between them. The parties declare further that there are no any kind of ties or labor of any kind between the  contractor and the employees, agents, directors, employees, or subcontractors of the Contractor . 

14.2. The CONTRACTOR expressly assumes the labor, social security, tax obligations, as well as those relating to the FGTS and work accidents, resulting from the employment contracts of its direct or outsourced employees, agreeing to assume any and all liability that may arise as a result of any resulting obligation federal, state or municipal labor, social security or tax laws that may apply, in addition to any non-pecuniary obligations, to the total payment of remuneration, commissions, social charges, insurance and other obligations arising from contracts entered into with such personnel, pursuant to applicable law . In this sense, the CONTRACTOR undertakes to request the replacement of theCONTRACTING PARTY of the defendant of any judicial or administrative proceedings, being fully and exclusively responsible for the fulfillment, payment or reimbursement to the CONTRACTING PARTY , if applicable, of all respective obligations and/or judicial or extrajudicial convictions, including agreements made , fines, attorney’s fees, court costs and other charges and expenses incurred, exempt from any burden 

14.3. No provision in this instrument shall be interpreted in such a way as to place the Parties as partners, associates, consortiums, borrowers or jointly or severally liable, of any kind, including, but not limited to, civil, administrative, labor and tax liability- tax. The Parties will conduct their business in their own names and will be separately responsible for the acts and conduct of their employees and agents. 

14.4. The Parties expressly acknowledge that they may not, neither by themselves nor by their officers, employees or agents, sign any document or assume any obligations on behalf of the other Party, except when expressly authorized by the latter and within the strict limits of such authorization. 

15. CONFIDENTIALITY 

15.1. The CONTRACTOR hereby undertakes, by itself, its representatives, agents, employees, collaborators and/or subcontractors to treat with absolute secrecy and confidentiality any and all information, data, materials, details, documents, technical or commercial specifications, innovations and improvements, designs, projects, procedures, manuals, name, list and/or database of customers and/or service providers (“Confidential Information”) of which you may have knowledge or access, or which are entrusted to you in reason of this Agreement, and may not, under any circumstances, reproduce, demonstrate, supply, reveal and/or disclose, in whole or in part, any information to third parties in any form and pretext, including suppliers and service providers of  CONTRACTING PARTY , without the prior and express authorization of the  CONTRACTING PARTY , nor use them for their own benefit or that of third parties for purposes other than those of this Agreement, under penalty of being liable for damages, without prejudice to the application of the sanctions provided for in this agreement and in the legislation civil and criminal, as applicable. 

15.2. The CONTRACTOR is responsible for any unauthorized disclosure, made by any of its members, employees, agents, contractors, collaborators, agents, representatives, etc. who have received Confidential Information and will take administrative and judicial measures to prevent them from disclosing or using, in a prohibited or unauthorized manner, such Confidential Information, under penalty of liability for damages, without prejudice to the application of the sanctions provided for in this agreement and in civil and criminal law, as applicable. 

15.3. The confidentiality obligations set forth in this clause shall not apply to the following hypotheses: (i) to information that at any time becomes public domain, whether or has been made public, without a breach of contract; (ii) information that is known by one of the Parties prior to its disclosure by the other Party or that has been independently developed by the representatives of the respective Party, without these having had access to the Confidential Information; (iii) information that is disclosed, in good faith, by a third party legally legitimated and/or entitled to do so; and (iv) if the disclosure of information is required by law, court order and/or determination of a government agency/agency duly supported by legal provision. In this case, 

15.4. The CONTRACTOR undertakes to immediately return to the  CONTRACTING PARTY the Confidential Information as soon as the conclusion or termination of the services occurs or, at any time, at the request of the CONTRACTING PARTY , and may keep in its files copies of the documents that must be kept by the CONTRACTOR exclusively against to compliance with current legislation, maintaining, however, the confidentiality agreed herein, for the period in which the  CONTRACTOR holds them in the form of this instrument. 

15.5. The Contractor undertakes also not to mention, disclose or use, in any form, and prevent your staff from disclosing and using the corporate name (or any part thereof), products, corporate information or trademarks of CONTRACTOR , without prior and express authorization from the CONTRACTING PARTY and intervening parties .  

15.6. Without prejudice to the responsibility of each Party in relation to the confidential information of the other Party, each Party undertakes to maintain an internal confidentiality policy applicable to its employees and agents and/or enter into confidentiality terms with their respective employees, agents, as well and with third parties who may have access to confidential information. 

16. FIGHTING PRACTICES PROHIBITED BY LAW  

16.1. The Parties mutually declare that they respect and enforce all current legislation related to the promotion of respect and protection for the environment, adopting practices to combat the irrational use of available resources and always in favor of the environment, as defined in the relevant law.  

16.2. The Parties declare that they do not use irregular work by minors or adolescents, except as apprentices from 14 years of age, within the principles of Law 10,097/00, which regulates the condition of apprenticeship in compliance with the rules and laws in the matter, as well as they adopt, by themselves and by their subcontractors, practices of repudiation and combating slave and irregular labor, in whatever form. 

16.3. The Parties agree to comply with all laws and regulations applicable to combating and reprimanding corruption, defending competition and honesty in acting before society, the government, in all its spheres, and other stakeholders, specifically, but not limited to the Anti-Corruption Law (Law 12,846/2013 – “Clean Company Law”). The Parties, by themselves and by their Representatives (partners, administrators and employees, as well as third parties contracted by them), undertake, even if they receive a determination to the contrary by any Representative of one of the Parties, not to pay, offer, promise or authorize, directly or indirectly, any amount, property of undue value or advantage to any person who is an official, agent, employee or representative of any government, national or foreign. 

16.4. In the event of any action or omission relating to the practices and laws in force contained in the foregoing items, the Parties undertake to immediately notify each other and the competent authority, if they become aware that someone is practicing or attempting to practice such acts or omissions. Each Party shall promptly notify the other if it has reason to suspect that any such act or omission has taken place or is taking place. 

16.5. When either Party, through its employees, employees, subcontractors, suppliers or agents, acting on behalf of the other, engages in a conduct prohibited by the provisions of the above items, the injured Party shall have the right to terminate the contract, if so agree, and/or receive from the defaulting Party the amount of any direct and indirect damages it may suffer as a result of such termination. 

17. GENERAL PROVISIONS 

17.1. The tolerance of the Parties to support breach of any clauses of this Agreement may not be argued by the defaulting party as novation or precedent, and is, therefore, considered mere liberality. 

17.2. Any changes to this Agreement will only be valid and effective if they are duly formalized through a contractual amendment signed by the legal representatives of the Parties. 

17.3. This Agreement obliges not only the Parties, but also their eventual heirs and successors in any capacity. 

17.4. This agreement, all its annexes and/or documents referred to therein constitute the global and integral agreement of the Parties and replace all previous understandings held between the Parties with respect to the matters dealt with herein. In case of dispute, this Agreement will prevail over any commercial proposals and understandings prior to its execution date. 

17.5. In case of contradiction or incompatibility between the provisions of this Agreement and those contained in its annexes, the provisions of this Agreement shall prevail, for all legal purposes and purposes. 

17.6. The terms and obligations provided for in this Agreement will always expire by operation of law, regardless of any kind of interpretation or notification. 

17.7. If any of the clauses or conditions provided for in this Agreement becomes ineffective or unenforceable, this fact will not affect the validity or enforceability of the others, and must be complied with faithfully to the provisions herein. 

17.8. All communications, notices and/or notifications related to this Agreement must be made in writing and delivered by letter with protocol or registered, in hand by protocol, by telegram, facsimile or e-mail, to the addresses indicated below. For the purposes of this Clause, any change to such addresses will only be valid 5 (five) days after its communication to the other Party. 

For CONTRACTING PARTY :  

Att.: xxxxxxxxxxx

xxxxxxxxxxx

xxxxxxxxxx

Phone: xxxxxxxx

Email: xxxxxxxxxxxxx

For the CONTRACTOR : 

Atte.: Lucas Maia Veríssimo 

Rua Passos, 464 Ap. 304, Carlos Prates 

Belo Horizonte/MG, 30710-540 

Phone: 55-31 9 7576-7198 

E-mail: lucas@calenda.com.br

17.9. Declarations: The CONTRACTOR declares that (i) it is duly qualified and has full technical, financial, infrastructure and personnel capacity to provide the Services contracted herein; (ii) Has all authorizations and licenses necessary for the provision of the Services; (iii) is represented here in the form of its articles of incorporation. 

17.10. Personal Data Protection: The Parties undertake to ensure compliance with Federal Law 13.709 of August 14, 2018 – General Data Protection Law (the “LGPD”), in addition to complying with the provisions of the “Term of Privacy and Protection of Data” (Annex I), which refers to the rules of privacy and data protection, whose clauses must be complied with and interpreted in harmony with this Agreement. 

18. OF THE VENUE 

The Contracting Parties elect the Forum of Belo Horizonte, State of Minas Gerais, excluding any other, however privileged, to clarify any doubts or controversies arising out of this Agreement or related thereto. 

And, as they are thus fair and contracted, they sign this instrument in 02 (two) copies of equal content, value and form, in the presence of the 02 (two) witnesses below. 

Belo Horizonte, xxxx XX of XXXX.

__________________________________________________ MAIA E REIS JUNIOR DESENVOLVIMENTO LTDA – ME 

__________________________________________________ XXXXXXXXXXXXXX

WITNESSES

Name: Name: 

CI: CI:

CPF: CPF: