Exhibit 10.5
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]."
SUB-TENANCY CONTRACT ENTERED INTO BY AND BETWEEN NUEVA WAL MART DE MEXICO, S DE
R.L. DE C.V., REPRESENTED BY LIC.AMELIA VALDEZ AGUIRRE, HEREINAFTER CALLED
"NUEVA WAL MART", AND AMERICAN STUDIOS DE MEXICO, S.A. DE C.V., REPRESENTED BY
JAY MOORE AND RAOUL E. RUFFO BRUN, HEREINAFTER CALLED "AMERICAN", IN ACCORDANCE
WITH THE FOLLOWING DECLARATIONS AND ARTICLES:
DECLARATIONS
I. The representatives of NUEVA WAL MART and of AMERICAN declare
individually that:
The company they represent is a society incorporated and existent in
accordance with the Mexican legislation, disposing of sufficient powers
to enter the present contract, which haven't been revoked or limited by
no means, as is accredited by the public deed attached to the present
document.
II. The representative of NUEVA WAL MART declares that:
a) The company he represents is the tenant of the properties the domiciles
of which are indicated in Annex No. 1, which duly signed by the parties
becomes an integral part of the present Contract. On these properties it
operates super-markets identified as WAL-MART SUPERCENTER and BODEGA.
b) it is the wish of his principal to let to AMERICAN forty four shops with
the surface specified in Annex 1, located inside the units indicated in
the same and which will be used by AMERICAN to establish photo studios of
the kind it normally operates.
III. The representative of AMERICAN declares that:
a) His principal operates actually within the Mexican Republic a photo
studio chain offering to the public in general all services related to
said branch.
b) It is his wish to rent from NUEVA WAL MART the shops indicated in Annex 1
In accordance with the above provisions, the parties confer the following:
ARTICLES
FIRST - OBJECT
NUEVA WAL MART gives AMERICAN for rent and the latter accepts the temporary use
and enjoyment of forty four shops with a surface specified in Annex 1,
hereinafter called "THE SHOPS", which are located inside the units mentioned in
the same, hereinafter called "THE UNITS".
The specific location of THE SHOPS within THE UNITS is shown on the general
arrangement drawings, which duly signed by the parties, become an integrated
part of the present contract as Annex Number 2.
SECOND - PURPOSE
AMERICAN will use THE SHOPS for rendering photo services to the public in
general, including the sales of products related to such services. As a
consequence, THE SHOPS may not be subject to any other dedication, except if
previously authorized in writing by NUEVA WAL MART.
The minimum opening hours of THE SHOPS shall be from 10:00 to 21:00 hrs. during
the 365 days of the year. These hours may be extended if deemed convenient,
provided such extension does not exceed the opening hours of THE UNITS. NUEVA
WAL MART may reduce said opening hours if considered convenient.
THIRD - CONSTRUCTION AND EQUIPMENT
AMERICAN may carry out all the works and modifications which are necessary for
the adaptation of THE SHOPS and for the installation of the accessories,
equipment and elements necessary for the operation of THE SHOPS, provided that
these works and installations are carried out in accordance with the project
authorized for such purpose by NUEVA WAL MART.
For the initiation of the adaptation or installation works in THE SHOPS, it will
be necessary that AMERICAN previously gets from the competent authorities the
legally required permits, authorizations and licenses, a copy of which shall be
submitted to NUEVA WAL MART before starting with the works.
As a consequence, AMERICAN may only and exclusively initiate the adaptation and
operation of THE SHOPS, as the case may be and according to the authorized by
NUEVA WAL MART, when it got the respective construction and operation permits
and licenses.
AMERICAN will be responsible for the damages caused to the structure, foundation
or design of THE UNITS, as well as for the damages and injuries it may cause to
any third party in its properties or persons during the adaptation of THE SHOPS,
as well as by the installation, maintenance, conservation and removal of the
accessories, equipment and elements AMERICAN requires, being obliged to repair
to the full satisfaction of NUEVA WAL MART the damages produced by the
aforementioned activities, within a term of 5 (five) calendar days since the
date NUEVA WAL MART requests these repairs. The same will apply in case of
damages or injuries produced to the goods or persons of third parties.
All the adaptation, conservation and improvement works carried out by AMERICAN
shall remain for the benefit of NUEVA WAL MART without this latter being obliged
to pay to AMERICAN any amount for such concept, expressly waiving the provisions
of Article 2423, Fraction II and III of the Civil Code for the Federal District.
Exempted from the aforementioned are the movable goods AMERICAN placed or
installed in THE SHOPS, as well as the any other object which, although
incorporated to it, can be removed without damaging the solidity, stability,
structure and facade of THE SHOPS.
FOURTH - VALIDITY
The present contract will come into force on the 1/st/ of June, 2002 and will be
valid for un undefined period of time. The parties may terminate the present
contract at any time, once the first year of its validity elapsed, without
referring to any cause and without any responsibility whatsoever, previous
written notification to the other party with 30 (thirty) days in advance to the
date of its termination.
The noncompliance of any obligations contained in the present contract committed
by any of the parties will entitle the affected party to choose between
requesting its mandatory compliance or to terminate the contract by a simple
written notification, being further entitled in any case to claim the payment of
the corresponding consequential damages.
At the termination of the present contract, whatever its cause may be, AMERICAN
will return to NUEVA WAL MART THE SHOPS free from any inhabitants and
installations with the natural deterioration they may have suffered by the
normal use during the passed period. Should this not be
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the case, it will be obliged to indemnify NUEVA WAL MART for the damages and
prejudices that may have been caused.
From the day following the termination date of this contract, NUEVA WAL MART may
freely dispose of THE SHOPS without any responsibility, and if by this time
AMERICAN hasn't vacated them yet, it will be obliged to pay the amount resulting
by dividing by six the rent paid for the month the present contract expired for
each additional day it continues to use the facilities. The aforementioned shall
by no means be construed as an extension of the sub-tenancy. The resulting
amount shall be paid by AMERICAN in the offices of NUEVA WAL MART within the two
working days following the date at which NUEVA WAL MART requests it by writing.
In the event that THE SHOPS returned by AMERICAN in accordance with this Article
present any deterioration or damages that are not derived from normal use or
age, NUEVA WAL MART may order their repair with the corresponding costs charged
to AMERICAN, who will be obliged to cover immediately and against presentation
of the receipt required by the fiscal authorities, the amount of the works
carried out for the repair of said damages.
FIFTH - RENT
AMERICAN obliges itself to pay to NUEVA WAL MART as a monthly rent for each one
of THE SHOPS the present contract refers to, the amount resulting by applying in
each case a [***] to the net sales AMERICAN realizes in each one of THE SHOPS
during the month corresponding to the payment of the rent.
For the effects of the present contract, net sales shall mean the amount
resulting by deducting from the total sales the discounts, refunds, sales bonus
and, as the case may be, the Value Added Tax (VAT) as well as any other tax that
is included in the price of the goods and/or services provided, it being
understood that for the purpose of this calculation, the financial products and
others not to the sales of the goods and/or services to the customers will not
be considered.
To the amount resulting as rent, the Value Added Tax shall be added, which shall
be handled expressively and separately according to the terms of the
corresponding Law.
SIXTH - METHOD OF PAYMENT
The rent amounts resulting as indicated in the above Article fifth, shall be
paid by AMERICAN in the offices of NUEVA WAL MART located at Avenida Nextengo
No. 78, Colonia Santa Cruz Acayucan, Azcapotzalco, Mexico, Distrito Federal,
within the first 10 (ten) working days of the immediately following month to the
one the rents correspond, against submittal of the fiscally required receipts by
NUEVA WAL MART.
Any delay in the payment of the agreed rents shall cause interests for delay per
day on the account of AMERICAN at an interest rate equal to that of the 28 day
term Treasury Bonds plus five points for the whole delay period.
AMERICAN commits itself to submit at the address of NUEVA WAL MART, together
with the payment of each of the rents, a written report containing the amount of
its net sales of each of THE SHOPS during the month corresponding to the rent
payment.
- ------------------------------
[***] Redacted pursuant to a request for confidential treatment.
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Likewise, AMERICAN will submit to NUEVA WAL MART an annual report of its net
sales within the 30 (thirty) calendar days following the end of the
corresponding year. The reports shall contain the necessary elements to support
and validate the information they present.
NUEVA WAL MART may at any time request from AMERICAN the accounting documents
which determine the net sales of THE SHOPS, and AMERICAN shall submit said
documentation within the two (2) working days following the date at which NUEVA
WAL MART requested it in writing.
Likewise, NUEVA WAL MART will be entitled to revise at the domicile of AMERICAN
or at THE SHOPS the documentation that shows the truthfulness of the net sales
AMERICAN reports. For such purpose, NUEVA WAL MART must notify AMERICAN at least
24 (twenty four) hours in advance of the date it pretends to carry out said
revision.
If after the revision NUEVA WAL MART carried out at the accounting controls of
AMERICAN, there should result any differences in favor of NUEVA WAL MART,
AMERICAN commits itself to pay the rest amount of the rent within the 10 days
following the date NUEVA WAL MART requested it, plus the daily interests
generated during the corresponding period at an interest rate equal to that for
the 28 days term Treasury Bonds plus five points.
SEVENTH - RELOCATION
The location of THE SHOPS may be modified by NUEVA WAL MART in the corresponding
unit or in any other unit of which NUEVA WAL MART operates, if it becomes
necessary to remodel the corresponding unit, or if the same may be closed for
ever by NUEVA WAL MART, circumstance which the latter will notify by writing to
AMERICAN at least 30 (thirty) days in advance to the date at which the
relocation is required, in which case the parties accept the following:
The expenses originated for such reason shall be paid by AMERICAN at 100% (one
hundred percent).
In any relocation case, NUEVA WAL MART will make sure to provide AMERICAN a
similar surface to that of relocated shop.
EIGHTH - RESPONSIBILITY FOR THE SERVICE RENDERING, LABOR RESPONSIBILITY AND
FISCAL RESPONSIBILITY
The parties agree that AMERICAN shall be the only responsible for that the
services it will provide to the public in general be carried out and rendered in
an efficient and suitable manner, and in case that the service shows
deficiencies and any kind of claims including the closure of THE SHOPS by a
competent authority, AMERICAN will be the responsible and be obligated to pay to
NUEVA WAL MART, as the case may be, the consequential damages caused.
Furthermore, it obligates itself to keep NUEVA WAL MART save and harmless of any
trial or claim which is intended against it, committing itself to refund the
amount of any expense made by NUEVA WAL MART related to the aforementioned. This
shall be done immediately and against delivery of the corresponding documents.
Likewise, AMERICAN commits itself to be liable for any damage caused to NUEVA
WAL MART by his personnel, as well as for all damages and injuries on goods or
persons of any third party, produced by the services rendered in THE SHOPS
AMERICAN commits itself to submit at any moment to the disposed by the Law,
Regulation and in general to the applicable standards in that matter, which
regulate the functioning of Photographic Studios in each area. It therefore
obliges itself to keep NUEVA WAL MART harmless from any claim derived from the
nonobservance of such legal regulations.
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Any complain from the public presented against AMERICAN, derived from the bad
operation of THE SHOPS and which is received by NUEVA WAL MART, will be referred
to AMERICAN who commits itself to duly and satisfactorily attend and answer the
complain and to inform NUEVA WAL MART by writing about the status of such
complaint.
AMERICAN commits itself to keep NUEVA WAL MART harmless from any trial or claim
which is intended against it, derived from claims for the concepts corresponding
to AMERICAN, which were already exposed in this contract. AMERICAN commits
itself to immediately refund the NUEVA WAL MART branches or subsidiaries the
amount of any expense made by them in relation with the mentioned concepts,
previous delivery of the duly required fiscal receipt.
The services rendered by AMERICAN in THE SHOPS, will be provided by highly
qualified personnel subordinated to it, who shall wear an identification batch
provided by AMERICAN. AMERICAN shall show to NUEVA WAL MART the designs of the
batches its personnel will use to enter THE UNITS and shall notify any
modification in this design.
AMERICAN and NUEVA WAL MART are totally independent contracting parties.
Therefore, there does not exist any employee-employer relationship or link
between them, being understood that AMERICAN will be the only responsible for
the salaries, benefits by law, taxes, rights and obligations caused by the
contracting of personnel by AMERICAN for the compliance of its obligations
according to the stipulated in the present contract, as well as for the
affiliation or inscription of said personnel at the IMMS, SAR and INFONAVIT, and
for the payment of the corresponding fees or contributions. It commits itself to
keep NUEVA WAL MART harmless from any trial or claim which by any of these
concepts may be initiated against it, and to immediately refund any expense made
by NUEVA WAL MART for the aforementioned against the delivery of the
corresponding receipts.
Likewise, AMERICAN commits itself to respect the internal politics, procedures
and rules previously established by NUEVA WAL MART, assuming the responsibility
that its personnel will duly observe the same. For such effects, NUEVA WAL MART
commits itself to duly inform AMERICAN about these.
AMERICAN shall be responsible to inscribe each one of THE SHOPS before the
Ministry of Finance and Public Credit, being understood that a copy of the
documentation accrediting such supposition together with the inscription of its
personnel at the IMSS shall be submitted to NUEVA WAL MART at least within the 5
(five) working days following the date of the opening of each one of THE SHOPS.
NINTH - LICENSES AND PERMITS
AMERICAN commits itself before NUEVA WAL MART to obtain and to maintain
effective the permits, licenses and other necessary authorizations for the
adaptation and operation of THE SHOPS, being obliged to duly submit a copy of
the same to NUEVA WAL MART, as well as to follow the fiscal, legal,
administrative dispositions and those of any other kind that are in force and
which have to be complied according to the kind of services rendered.
All the licenses, permits and authorizations required so that AMERICAN can adapt
and operate THE SHOPS, must be filed and covered by AMERICAN.
In case that AMERICAN does not obtain the aforementioned licenses, permits and
authorizations within the schedules, form and terms mentioned before, or if they
were denied by lack of documentation or by any other cause, the contract will be
terminated with full rights without the necessity of a court order and without
any responsibility for NUEVA WAL MART.
In the event that AMERICAN is unable to begin or to continue with the adaptation
and/or operation of THE SHOPS either for closure by a competent authority or for
any other circumstance, and if this situation prevails for more than 30 (thirty)
calendar days, the present contract shall be terminated with
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full rights. In such case, both parties agree and accept that NUEVA WAL MART,
previous notification to AMERICAN, may remove the installations, furniture and
equipment that AMERICAN has installed without any responsibility for NUEVA WAL
MART.
AMERICAN will have to pay to NUEVA WAL MART all the expenses generated due to
the aforementioned, within a term not exceeding 30 (thirty) calendar days since
the date NUEVA WAL MART has required the payment.
TENTH - TAXES AND SERVICES
The revenues of AMERICAN are considered those obtained by the operation of THE
SHOPS, being understood that the payment of taxes, rights and obligations, and
other concepts caused by its operation, shall be paid by AMERICAN.
The Value Added Tax (VAT) shall be transferred expressly and separately in terms
of the applicable legislation.
The expenses originated by cleaning, maintenance services, etc., and other
services necessary for the operation and functioning of THE SHOPS, shall be paid
by AMERICAN, except for the water and electric energy services that shall be
paid by NUEVA WAL MART.
ELEVENTH - ADVERTISING
AMERICAN shall be authorized to use the name of THE UNITS, only and exclusively
for identification and location purposes of THE SHOPS.
Any use different to the mentioned before that AMERICAN pretends to effect
regarding trade marks, and/or commercial names owned by NUEVA WAL MART or by any
of the companies controlled by Wal-Mart de Mexico, S.A. de C.V., branches and
subsidiaries, shall have the previous written authorization the owner of such
trade mark or commercial name provides for such purpose.
The trade marks of the products and services that AMERICAN will market, as well
as the patents it will use in THE SHOPS, will be under its own responsibility
and risk. For that reason it must previously obtain the licenses from its
owners, and respond at any time in front of the NUEVA WAL MART branches and
subsidiaries for any claim or trial that be attempted against them for
infringement of any rights protected by the current Law of Industrial Property,
having the obligation to keep NUEVA WAL MART harmless from any trial or claim
against it, committing itself to immediately refund the amount of any
expenditure caused by the above mentioned that NUEVA WAL MART branches and
subsidiaries had carried out against the delivery of the corresponding receipts.
In this act, AMERICAN authorizes NUEVA WAL MART to include it in its publicity,
being understood that such authorization includes the use of the trade marks,
commercial names and other rights AMERICAN will use and exploit in THE SHOPS.
TWELFTH - MAINTENANCE
During the validity of the present contract, AMERICAN shall be responsible to
conserve and to maintain in proper state and cleanness all the installations of
THE SHOPS. NUEVA WAL MART will any time be entitled to check and make sure that
the cleaning, maintenance and repair tasks are carried out with the appropriate
periodicity and quality in order to maintain THE SHOPS under good conditions.
In case that due to the fault or negligence of AMERICAN or of its employees
and/or clients, installations in THE SHOPS which are owned by NUEVA WAL MART
such as electric, hydraulic and sanitary facilities, are damaged or
deteriorated, AMERICAN will be obliged to carry out the
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corresponding repairs. If it does not, NUEVA WAL MART may carry out the repairs
by itself, in which case AMERICAN shall refund the corresponding amount within 3
(three) working days following the date NUEVA WAL MART notified AMERICAN in
writing and presented the respective receipt.
In case of existing damages or deficiencies in the adaptation of THE SHOPS,
AMERICAN commits itself to carry out the necessary works for its repair in a
term no longer than 10 (ten) calendar days following the date NUEVA WAL MART
notified in writing this situation.
THIRTEENTH - ROBBERY
The parties agree that under no circumstances they shall be responsible for the
losses produced by robbery each of them may suffer with respect to its goods.
FOURTEENTH - ASSIGNMENT
The rights and obligations of AMERICAN regarding this contract, may by no means
or concepts be transferred or assigned to any third party, except in the case
these are subsidiaries, branches, affiliates controlled by AMERICAN or
controlling it, being understood that in any case AMERICAN shall send a
notification to NUEVA WAL MART, along with the documents which accredit any kind
of assignment or transfer in order to proceed with its review and, as the case
may be, its approval.
Except the mentioned in the previous paragraph, AMERICAN may not sub-rent to any
third party the whole or a part of THE SHOPS.
NUEVA WAL MART may at any time total or partially transfer the rights and
obligations derived from the present contract to companies which are
subsidiaries, branches, affiliates, controlled by Wall Mart de Mexico, S. A. cle
C. V. or controlling it, or even to any third party if it decides so.
FIFTEENTH - INSURANCES
In the event of damages caused by fire or explosion, AMERICAN will be the only
responsible of the business operation dedicated to the rendering of photographic
services in THE SHOPS. It therefore will contract an overall and tenant public
liability insurance policy with a duly authorized company, for the amount NUEVA
WAL MART indicates in order to guarantee the possible damages that may occur in
THE SHOPS derived from an accident caused by its operation.
Furthermore, AMERICAN obliges itself to sign up a consequential gross benefit or
loss insurance with a duly authorized company up to the amount NUEVA WAL MART
indicates in order to cover the eventual losses NUEVA WAL MART may suffer from
the loss of sales produced as a consequence of the accident in THE SHOPS.
The effects of the damage in both aforementioned insurances will by totally
covered by AMERICAN no matter of the possible degree of willfulness. These
insurance policies shall become effective at the date the operations initiate in
THE SHOPS and remain in force during the whole contract term. In case of an
aforementioned event, AMERICAN will be, without exception, the only responsible
of any damage produced since the coming into force of the present contract, and
must therefore sign up the necessary insurance policies with duly authorized
companies.
NUEVA WAL MART must appear as preferential beneficiary in the aforementioned
insurance policies.
AMERICAN may not cancel the insurance policies the present Article refers to,
without the previous written authorization from NUEVA WAL MART.
Pursuant to the aforementioned, AMERICAN is obliged to the following:
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1. Submit to NUEVA WAL MART a copy of the described insurance policies as well
as the respective receipt, the same day these become enforceable.
2. Submit to NUEVA WAL MART every year the renewal of the insurance policies
before their expiration date.
The aforementioned shall be understood that in case said documentation is not
delivered within these terms at the satisfaction of NUEVA WAL MART, the present
contract will be terminated without any responsibility for either parties,
previous written notification from NUEVA WAL MART, provided AMERICAN does not
correct such omission with the 5 (five) working days following the date the
corresponding requirement was received.
Without prejudice of preceding in function of the contracted insurances, all
expenses regarding any damages caused to NUEVA WAL MART or third parties due to
the operation of THE SHOPS, or to an accident produced in the same, shall be on
the account of AMERICAN up to the degree its obligations subsist.
SIXTEENTH - TERMINATION
The parties agree that the following causes will produce the automatic
termination of the present contract:
a) Non-operation of THE SHOPS by AMERICAN, as well as operation of a different
business.
b) If after being opened any of THE SHOPS is definitively closed, or kept
closed to the public for a term of 30 (thirty) natural days or during non
consecutive periods which sum more than 30 (thirty) calendar days in the
course of six months.
c) The liquidation or dissolution of AMERICAN, or, if declared bankrupt or of
temporary receivership or by being in any of the circumstances established
in Article 11, and others that result applicable, of the Mercantile
Bankrupt Law.
d) The sub-rental of the whole or part of THE SHOPS by AMERICAN, or if it
assigns or transfers without the previous written authorization of NUEVA
WAL MART the rights and obligations of this contract.
e) The impossibility to use THE SHOPS by AMERICAN derived from force majeure
such as expropriation, destruction, flooding, invasion, etc.
f) Generally, by a noncompliance of AMERICAN of any of its obligations imposed
by the present contract.
g) By any other cause foreseen by Law.
SEVENTEENTH - NECESSARY WORKS
The UNITS is subject of a remodeling or of strictly necessary and urgent works,
NUEVA WAL MART commits itself as far as possible not to obstruct or impede the
public access to THE SHOPS, except in case of major works or if these are
carried within THE SHOPS themselves.
Likewise, the parties agree that in case of works to be carried out by AMERICAN,
the same criterion of the preceding Article shall apply.
NUEVA WAL MART through its authorized personnel, shall have free access to the
installations of AMERICAN during the business hours of THE SHOPS.
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EIGHTEENTH - CONFIDENTIALITY
NUEVA WAL MART and AMERICAN commit themselves mutually to keep the terms and
conditions of the present contract strictly confidential. This shall be complied
and respected equally by the employees, advisers, representatives, and agents of
both parties. Therefore, none of the parties may disclose confidential
information in favor of any third party. The confidentiality will continue even
once this contract expired.
The parties agree that exclusively for financial or bank references AMERICAN may
exhibit totally or partially the present sub-tenancy contract, and, as the case
may be, NUEVA WAL MART may confirm having entered into it in front of any
institution requesting so, previous notification from AMERICAN that the contract
was exhibit.
In case that any of the parties incurs in a noncompliance of this obligation, it
automatically will subject to the payment of consequential damages to the other
party for the data or information disclosed.
NINETEENTH - ADVERTISEMENTS AND SIGNALIZATION
AMERICAN may use and install at its expenses its own advertisements outside of
THE UNITS, previous authorization of NUEVA WAL MART, where it determines the
specific place for its installation.
Likewise, once the respective authorization for the installation of the
advertisement has been obtained, AMERICAN will be obligated to submit to NUEVA
WAL MART a copy of said authorization and to renew it annually for the
corresponding period, according to the validity granted on the reference
document. Any requirement or sanction which is imposed by not getting this
document in due time shall be the exclusive responsibility of AMERICAN who will
be obliged to immediately take care of it and to resolve it as legally requested
and on its account.
If due to the lack of the respective authorization or renewal the authority
orders as a sanction the removal of the advertisement of AMERICAN, this commits
itself to take immediately care of it and to release said advertisement within a
term of maximum 72 hours.
AMERICAN will not be allowed to prune or cut down trees in order to give
visibility to its advertisements.
TWENTIETH - INTERPRETATION AND COMPLIANCE
For all the related to the interpretation and compliance of this contract, the
parties expressly submit to the jurisdiction of the competent courts of Mexico
City, which shall be the only competent to receive any judgment or claim derived
from the present contract. The parties resign to any immunity that may
correspond to them by reason of their present or future address or any other
reason and circumstance. They indicate the following as their respective
addresses to receive all kind of notifications:
NUEVA WAL MART AMERICAN
Antiguo Camino a San Mateo numero 2, Londres 190-4
Col. Anexo Coamilco 53240, Colonia Juarez, C.P. 06600, Mexico,
Naucalpan de Juarez, Edo de Mexico Distrito Federal
Any notification related to the application of the present contract, shall be
done in writing at the address indicated by each of the parties, being
understood that in case a change of address is not
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duly indicated, the notification presented at the respective address specified
above, will become fully effective.
The parties, informed about the scope and effects of the present contract, sign
it by agreement on three originals in Mexico City, the 1/st/ of June, 2002 along
with two witnesses which in the same manner endorse it on all and each of the
seventeen sheets that compose it.
NUEVA WAL MART DE MEXICO, AMERICAN STUDIOS DE MEXICO,
S. DE R.L. DE C.V. S. A. DE C.V.
/s/ Ameliq Valdez Aguieere /s/ Jay Moore
--------------------------------- -------------------------------
LIC. AMELIA VALDEZ AGUIRRE JAY MOORE
/s/ Raoul Ruffo Brun
--------------------------------- -------------------------------
RAOUL RUFFO BRUN
WITNESS
/s/ Jose Carrillo Cebado
---------------------------------
JOSE CARRILLO CEBADO
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