1. SERVICE AGREEMENT
   This agreement outlines the Terms and Conditions (“T&C”) governing the provision of staffing services by TENMÁS HOLDING, LLC, a limited liability company incorporated in the State of Delaware, United States (hereinafter referred to as "TENMAS"). By signing this agreement, the individual or entity (hereinafter referred to as “THE CLIENT”) acknowledges and agrees to abide by the T&C set forth herein for the duration of the engagement with TENMAS. TENMAS and THE CLIENT are collectively referred to as “THE PARTIES”.​
    

2. DEFINITIONS

   1. ​"Resource(s)": Refers to any individual personnel, including employees, collaborators or candidates, proposed and/or provided by TENMAS to THE CLIENT for staffing services, as well as any associated support services or materials available.
       

   2. "Engagement": means the period during which THE CLIENT utilizes the services of a TENMAS provided Resource, commencing from the date of written confirmation of the selection of the Resource by THE CLIENT until the termination or end of the service period as set out in this Agreement.
       

   3. "Service Delivery Period": This means the period from the commencement of services, triggered by THE CLIENT's acceptance of a resource proposed by TENMAS, until the conclusion or termination of such services as specified in this agreement or any related schedule.
       

   4. "Written Confirmation": Means any form of written communication used to confirm decisions, consents, or acceptances under this agreement, including emails, signed documents or other digital or paper formats agreed by both parties.
       

   5. "Renewal Term": Means successive periods following the initial term of this Agreement, during which the Agreement automatically renews unless terminated by either party in accordance with the termination provisions set forth herein.
       

   6. "Termination for Convenience": Allows either party to terminate this agreement without cause, subject to providing the other party with written notice of termination at least thirty (30) days before the intended date of termination.
       

   7. "APPENDIX": Refers to the additional document(s) attached to this agreement, detailing specific aspects of the provision of the services, including, but not limited to, rates per resource, cost, period, location, working hours, and any other particular terms agreed by THE PARTIES.
       

   8. "Effective Date": The date on which both parties sign this agreement, triggering its effectiveness and the commencement of the contractual obligations described.
       

   9. "Early Termination Penalty": Refers to the penalty that THE CLIENT must pay if he/she decides to terminate the contract before the end of the agreed term, as stipulated in the corresponding section of this agreement.
       

   10. "Term": The period during which this agreement will be in force, starting on the Effective Date and remaining active for the time specified in ANNEX A, subject to automatic renewals or terminations as stipulated in this agreement.
        

3. RECITALS
   THE CLIENT is interested in contracting the staffing services offered by TENMAS.
    

4. SERVICE DESCRIPTION
   TENMAS commits to providing THE CLIENT with human resource placement (staffing) services. The service includes the proposal of one (1) or more candidates to THE CLIENT per requested resource. THE CLIENT has the option to interview the proposed candidates and select the one they prefer for the assignment.
    

5. RATES
   Each resource has a different rate based on their role and seniority. The resource, cost, and period of time will be established in the APPENDIX. 

6. PAYMENTS
   TENMAS issues an invoice at the beginning of the working month, with payment due by the 15th day of that same month. Below is the payment policy of TENMAS.
    

   1. Payment calendar:

      • Day 05 of the month: Invoice delivery.

      • Day 20 of the month: Payment due date.

      • Days 26 to the last day of the month: $250 fee.

      • From the 1st of the following month: Suspension of the service and, if THE CLIENT decides to resume the service, a penalty of $500.00 US dollars will be applied to resume the service in the following thirty (30) days.
         

   2. Payment penalties: In case of default in payments, THE CLIENT will be liable for the penalties described above. If the delay in payment exceeds the last day of the month, TENMAS reserves the right to suspend all services provided to THE CLIENT until the corresponding payments are made, including the accumulated penalties. Furthermore, if the service is resumed after the suspension, THE CLIENT shall pay an additional penalty for each day on which the services were not provided, as specified in this payment policy.
       

7. LOCATION AND SCHEDULE
   The location of the resources is 100% remote unless on-site or hybrid is required, the details of which will be agreed in THE APPENDIX. The standard working hours are eight (8) hours per day, Monday through Friday, unless otherwise agreed upon in THE APPENDIX.
    

8. NON-DISCLOSURE AGREEMENT (NDA)
   Both parties agree to maintain the confidentiality of any confidential information received from the other party during the course of this Agreement. Confidential information includes, but is not limited to, customer lists, pricing information, trade secrets, and any other non-public information disclosed by either party. THE PARTIES may not share disclosed confidential information with unauthorized parties.
    

9. NON SOLICITATION AGREEMENT
   THE CLIENT acknowledges that in engaging TENMAS for staffing services, they may be introduced to employees, collaborators, or candidates (collectively referred to as "Employees"). THE CLIENT agrees not to directly or indirectly employ, hire, contract, solicit, or otherwise engage any of these Employees outside the scope of work previously agreed upon in THE APPENDIX, without the express written consent of TENMAS. This commitment extends for the duration of any Employee's engagement and for a period of one (1) year thereafter. It encompasses restrictions against both the direct engagement of Employees for similar work outside the agreed terms and any actions that could induce Employees to leave their positions with TENMAS, whether for THE CLIENT's benefit or for a third party.
    

10. QUALITY GUARANTEE
    TENMAS guarantees that all staffing services will meet agreed-upon standards of quality and competence. Otherwise, THE CLIENT must inform Tenmás's Service team to take corrective actions and, if not corrected, replace the resource.
     

11. RESOURCE REPLACEMENT
    In the event that the resource does not meet THE CLIENT’s needs, THE CLIENT must notify TENMAS immediately and TENMAS will replace the resource as soon as possible. The service includes the proposal of one (1) to three (3) new candidates to present to THE CLIENT.
     

12. RESOURCE GRANTING
    Should THE CLIENT desire to directly hire any resource initially provided by TENMAS, this option may be exercised after a minimum of six (6) months of service. In such an event, THE CLIENT shall be required to pay a resource granting fee. This fee shall be equivalent to 35% of the resource's annual salary. Payment of this fee must be made in advance as a condition for the completion of the direct hiring process.
     

13. INDEMNIFICATION
    Both parties agree to indemnify and hold the other party harmless from any claims, losses, or damages arising from the breach of this agreement.
     

14. DURATION
    This agreement shall commence on the Effective Date and shall remain in full force and effect for the period set forth in the APPENDIX.
     

    1. Automatic Renewal: This Agreement shall automatically renew for a successive period of time, as set forth in the APPENDIX, unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the current term.
        

15. EARLY TERMINATION
    THE PARTIES agree that  either party may terminate this Agreement at any time by providing the other party with written notice of its intent to terminate at least fifteen (15) calendar days prior to the intended date of termination. During this 15 calendar day period, THE CLIENT shall make compensation as stipulated in the contract.
     

    1. Penalty for Early Termination: In the event that THE CLIENT decides to terminate the contract before the end of the agreed term, THE CLIENT shall pay a penalty equivalent to one and a half (1.5) months of service.

       1. If termination occurs before payment of the first month, THE CLIENT agrees to make full payment for the first month of service plus the penalty.

       2. If termination occurs during the last month of the contract, the penalty will be equal to the remaining amount of outstanding payments.
           

    2. Effect of Termination: Upon termination or expiration of this agreement, all rights and obligations of the parties shall cease, except that any obligations which by their nature are intended to survive the termination or expiration of this agreement shall survive.
        

16. DISPUTE RESOLUTION
    THE PARTIES agree that in the event of any dispute between THE PARTIES relating to this Agreement, THE PARTIES will first seek to resolve the dispute through informal discussions. If any dispute cannot be resolved informally within sixty (60) consecutive calendar days, THE PARTIES agree that the dispute will be negotiated between THE PARTIES through mediation. The costs of mediation will be shared equally by THE PARTIES.
    
    The award rendered in mediation shall be final and binding upon the parties, and shall not be subject to appeal in any judicial court of any country.
     

17. MODIFICATIONS
    Tenmás reserves the right to modify any of the terms and conditions of this Agreement at any time. Such modifications shall be effective immediately and apply to all parts of the Agreement.
     

18. AMENDMENTS
    Any amendments requiring specific formalization, or changes requested by THE CLIENT, must be made in writing and signed by both parties to be effective.
     

19. TRANSITION TO SERVICE CONTRACT
    This agreement shall transition to a service contract upon THE CLIENT's formal acceptance to hire a proposed resource from TENMAS, as documented through a written confirmation of the selection of resources in THE APPENDIX. This acceptance signifies THE CLIENT’s agreement to engage in the services provided by TENMAS and triggers the start of the service delivery period as outlined in this agreement and any applicable appendix attached hereto.
     

20. ACCEPTANCE
    By submitting the form, THE CLIENT hereby acknowledges and accepts these Terms & Conditions. THE CLIENT confirms that they have read, understood, and agreed to be bound by the provisions outlined in this agreement. This electronic submission will be considered as binding as a physical signature on a paper document. THE CLIENT may ask to receive a copy of the fully executed agreement via email for their records.

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Version 004

August 11, 2024

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