Contrato

OBJECTIVE OF THE CONTRACT
SOCIEDADE AMARO CORP will provide the CLIENT with ADVISORY AND MARKETING SERVICES, including Consulting and Strategic Services, based on the selection of one (1) out of three (3) service plans offered by Twogather Agency, as chosen by the client. Detailed information is available on our website: www.twogatheragency.com.

Sole Paragraph: SOCIEDADE AMARO CORP provides SERVICES in the USA/BRAZIL. If work is conducted in BRAZIL, services may be rendered by the partner company SBA – SOCIEDADE BENEFICENTE AMARO, a private legal entity registered under CNPJ 05.917.525/0001-00, headquartered at Av. Jornalista Alberto Francisco Torres, 491/301 – Icaraí – Niterói / RJ.

MUTUAL OBLIGATIONS ARISING FROM THIS AGREEMENT:
SOCIEDADE AMARO CORP is committed to meeting the CLIENT’s needs by providing MARKETING CONSULTANCY SERVICES in BRAZIL AND/OR THE UNITED STATES, in accordance with the previously agreed terms and service packages offered.

Sole Paragraph: If necessary, SOCIEDADE AMARO CORP may hire, delegate, or also freely revoke the delegated powers, including COMMITMENTS with or without reservation, to other members of its firm and/or business and professional associates to better serve the interests under its responsibility.

2.2. The CLIENT, as a legal representative or agent, commits to attending all meetings and appointments scheduled in advance by SOCIEDADE AMARO CORP on their behalf, as well as participating in required judicial and extrajudicial acts as directed by SOCIEDADE AMARO CORP.

2.3. The services, rights, and obligations of both parties regarding the services contracted herein shall be governed by the laws of the USA and/or Brazil (depending on the location of service provision) and by the Principle of Good Faith. Services provided in Brazil shall be governed by the laws of the Federative Republic of Brazil. In the United States, services shall be provided under the same guarantees and conditions, except to the extent legally enforceable under the State of Florida and/or the laws of the United States of America. Sole Paragraph: Both parties shall act on ethical principles.

2.4. Upon signing this CONTRACT, the CLIENT will receive a document titled “Operational Instructions” (available on the agency’s website: https://twogatheragency.com/wp-content/uploads/2022/08/MANUAL-DO-CLIENTE.pdf), which outlines deadlines, workflows, and all other necessary information and conditions for the proper progression of work. The CLIENT acknowledges awareness of the work and execution flows. The details of the services offered are subject to the technical analysis provided by SOCIEDADE AMARO CORP, which retains full autonomy in executing the services and proposed strategic directives.

2.5. The exchange of information between the parties resulting from the professional relationship now contracted, including procedural and documentary data, will be protected by terms of confidentiality and secrecy. Electronic messages to the domain “@twogatheragency.com” are afforded the same protection as physical documents, but the CLIENT agrees they are aware that CONFIDENTIAL matters should not be discussed via email.

2.6. This AGREEMENT will be valid until the objective described in Clause 1 | 12 (twelve) months from the date of signing, with the option for renewal

as often as the parties desire. Likewise, termination can occur at any time by providing an EXPRESS NOTICE at least 30 (thirty) days in advance, without affecting the total amount of fees due for that period. Sole Paragraph: In the event of cancellation before the completion of the work for any reason, SOCIEDADE AMARO CORP reserves the right to notify THIRD PARTIES involved in any issues arising from the contractual relationship maintained until that date.

2.7. It is incumbent upon either party to resolve any issues that may arise from this CONTRACT. If work is performed in BRAZIL, legal proceedings will take place in Rio de Janeiro/RJ (Capital District). If work is conducted in the USA, irrespective of location, jurisdiction will lie in Orlando, Orange County, Florida. If services are provided both in the United States and BRAZIL, jurisdiction will be determined by SOCIEDADE AMARO CORP at its own discretion.

3 – FEES

3.1. The CLIENT is obligated to pay a monthly fee as REMUNERATION to the CONTRACTOR, the amount stipulated with reference to the chosen service plan, for the provision of the described services. Payments will be made every thirty days on a recurring basis for a period of 12 (twelve) months and may be renewed in the absence of prior notice.

3.2: Upon signing this CONTRACT, the initial fee corresponding to the chosen service plan will be due from the client as the INITIAL FEE.

3.3 – This contract does not include a termination penalty, provided we are notified 30 days in advance to reallocate our creative teams, which are always paid in advance. However, if we do not receive the 30-day prior notice before the termination of the contract, payment for one month of service will be due.

4 – OPERATIONAL EXPENSES

4.1. The CLIENT is aware that they will be responsible for any EXPENSES necessary for the proper execution of the now-contracted SERVICES (fees, taxes, certificates, travel expenses, daily professional diligence, or others) as previously described for each case by SOCIEDADE AMARO CORP, as well as budget definitions (Budget) for investment in campaign propagation, to be agreed upon with the client in advance.

4.2. The amount of any EXTRA EXPENSES is not included in the invoice value, as they are not connected to the services rendered. However, any additional charges will be forwarded to the client for approval.

Confidentiality:
Both Parties acknowledge that the existence and terms of this Agreement and any oral or written information exchanged between the Parties in relation to the preparation and execution of this Agreement are considered confidential information. Each Party shall maintain the confidentiality of all confidential information and shall not disclose any relevant confidential information to third parties without written consent from the other Party, except for information that:

(a) is or will be in the public domain (except through unauthorized disclosure by the receiving Party);
(b) is required to be disclosed under applicable laws or regulations, stock exchange rules, or court orders or by other governmental authorities; or
(c) needs to be disclosed by any Party to their shareholders, investors, legal or financial advisors concerning the transaction contemplated in this document, provided such shareholders, investors, legal or financial advisors are bound by confidentiality obligations similar to those set out in this section.

This Section will survive the termination of this Agreement for any reason. The parties commit to comply with this AGREEMENT, and by marking acceptance of this pact, the client irrevocably accepts all its clauses with legal effect.