2018-000' I 1­

360-541247-000
MY BUSINESS MATCHES, INC.

AGREEMENT FOR PROFESSIONAL SERVICES

2018-000 I , r
APPEAR

AS FIRST PARTY: PUERTO RICO TRADE, a public corporation of the

Commonwealth of Puerto Rico, created and organized pursuant to the Public Law 323

of December 28, 2003, herein represented by its Executive Director, RICARDO J.

LLERANDI CRUZ, of legal age, married and resident of Arecibo, Puerto Rico,

hereinafter referred to as the "COMPANY";

AS SECOND PARTY: MY BUSINESS MATCHES,INC., a corporation organized

pursuant to the laws of the State of Texas, United States of America, a consulting firm

herein represented by its President, JEFFREY JAMES VIGIL of legal age, married, and

resident of the City of San Antonio, Texas, hereinafter referred to as the

CONSULTANT;

WITNESSETH

WHEREAS, the COMPANY is interested that the CONSULTANT bring consulting

services to matchmaking event EXPO Puerto Rico 2017, to be held in San Juan, Puerto Rico

on September 6-7, 2017.

WHEREAS, CONSULTANT has the expertise, and the resources to accomplish the

objective of the agreement.

NOW, THEREFORE, the appearing parties, based on the aforesaid premises, hereby

covenant and agree to execute this Agreement under the following:

TERMS AND CONDITIONS

1. TERM

This Agreement shall be effective on the date of its signature and shall expire on

September 30, 2017.

2. AUTHORIZED REPRESENTATIVE

The Executive Director of the COMPANY, or his authorized representative, shall be the

person who will supervise the performance of this Agreement.

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3. SERVICES CONSULTANT will provide the following services:

A. The purpose of the project is to provide:

1) An online business matchmaking tool that will match International Buyers with Puerto Rico

local attendees and schedule meetings in person

2) Assist with email marketing services to promote the event with at least 250 international

buyers to invite them to the event and match then with local exhibitors that include Latin

American Buyers.

3) Technical support to participants via phone and email preceding the event.

4) Manage and execute the business matchmaking event

• Business matchmaking attendee check-in

• Oversee business matchmaking room(s) set-up
• Execute business matchmaking event onsite
5) Track the business results that emerge from business matchmaking meetings post event ­
Online Surveys

B. As part of the process, The Consultant will:

? LICENSE
Use of My Business Matches ™ online solution for one (1) event (EXPO Puerto Rico 2017) to
cover one on one meetings.
;;. EVENT REGISTRATION
Create registration form for (unlimited number of attendees):
Buyers
Suppliers
Train client on how to access event registration information
Use of mobile technology to check in registrants
Use of mobile technology to allow staff to conduct meeting check ins between buyers
and suppliers
? TEAM
- Integrate with internal teams
Participate on weekly phone calls
}i' TECHNICAL
Provide hosting on a secure SSL 256-Bit encrypted server
? CUSTOMIZATION
Front End
• Customized weblink such as: your Name.mybusinessmatches.com
• Custom supplier registration form
o Ability to add fields and remove fields (per request··to be completed by MBM
programmer)
• Custom buyer registration form
o Ability to add fields and remove fields (per request-to be completed by
programmer)

Buyers Platform

• Buyers have access to customized matchmaking Platform

• Ability to access Matches

• Ability to request & schedule one-on-one meetings with Suppliers

• Access to Supplier directory to see all who registered
• Access to view Supplier Profile
Supplier PlaHorm
• Suppliers have access to customized matchmaking Platform
• Ability to access Matches
• Ability to request & schedule one-on .. one meetings with Buyers
• Ability to request & schedule one-on-one meetings with Suppliers
• Access to Supplier Directory to see all other Suppliers registered
• Access to view Buyers profile
• Suppliers have access to chat with each other using "Let's Connect"
Compatibility Score
• Ability to add compatibility score
• Allows buyers and suppliers to view their compatibility score according to the
opportunities posted by the buyer and the requirements met by the supplier
o Buyers can identify procurement ready vendors
o Suppliers can view the requirements to meet an opportunity
• Such requirements include, Socioeconomic Categories,
Certifcations, Federal Schedule, and Revenue which are used to
generate the score to find the "perfect match"
Administrative Console
• View all registered suppliers and buyers' profiles
• Ability to view meetings at a glance
• Ability to view buyer and supplier profiles
• Ability to force match buyers to suppliers' meetings
• Ability to force match supplier to supplier meetings
• Ability to post messages for buyers and suppliers
• Ability to schedule meetings on behalf of
• buyer/supplier
• Ability to pull comprehensive detailed reports for
• buyers and suppliers
• Ability to print out buyer and supplier schedules
• Customize link with branding, including: logo, video,

and content (to be provided by client)

• Implement website analytics to track website page

views, visits, unique visitors, geographic location,

and time on site, etc.

C. MARKETING/COMMUNICATIONS/OUTREACH
• Design and distribute Eblast to send to MBM database promoting event
• Provide client with custom button to place on website or marketing material

D.SUPPORT
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Provide client and users a number or email where participants can inquire for for technical

support

E. LOGISTICS

• Provide event Management Company a detailed list itemizing onsite requirements

(I.e. room set up, room requirements - podium. tables. chairs. table tents.
refreshments, etc)
• Manage and execute the business matchmaking event
• Provide client business matchmaking event flows. which detail: when meetings
commence, length of meetings. time between meetings. breaks. and when meetings
conclude
• Provide printed material for each site to include: table tents. schedules. list of
registered buyers. and list of registered suppliers
• Provide onsite staff to manage business matchmaking event. including: staff for
registration/sign in. outside room management, inside room management- floaters.
moderator and time keeper

F. POST EVENT
• Provide PR Trade with an event summary report on Buyers, Suppliers and matches
• Participate in post event wrap-up meeting
• Provide PR Trade all participant data captured during registration
• Track the business results that emerge from the matchmaking meetings.
• Online Follow-ups: Follow-ups will be sent by email at designated dates (30,60.90
days after the event).

5. PERFORMANCE STANDARDS

CONSULTANT hereby certifies that the Services herein above mentioned shall conform

to the professional standards of care and practice customarily expected of high quality firms

engaged in performing comparable work and that the personnel furnishing said services shall be

qualified and competent to perform the services assigned to them. CONSULTANT shall notify

the COMPANY of all matters under its consideration. including recent developments related to

the Services herein provided. and must confer with the COMPANY prior to making any

deciSions related to these developments.

6. COMPENSATION

The COMPANY shall pay CONSULTANT. for the professional services rendered under

this Agreement. a maximum amount of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00)

during the term of this Agreement. Travel and hotel expenses for (1) CONSULTANT Staff for

onsite support will be covered by the COMPANY. These payments will be made from the

account number 360-541247-000. The contract will be supported with federal funds under the

grant number EDA 01-79-14538.

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The COMPANY shall not pay any invoice or part of it containing work performed over

the amount agreed herein,

Nevertheless. in the event that the payments issued by the COMPANY to the

CONSULTANT reach the maximum amount established herein. the CONSULTANT must notify

the COMPANY of such fact in writing prior to the continuance of any services.

7. INVOICES

Invoices and documents that may support the requests for payment submitted to the

COMPANY by the CONSULTANT shall be submitted. certified and signed by authorized officials of

the CONSULTANT and should contain detailed information of every activity performed. the

personnel performing the services. and a detailed description of the services rendered by the

CONSULTANT under this Agreement. The CONSULTANT shall include with each invoice

submitted to the COMPANY a relation of the remaining funds considering the maximum amount

agreed in clause number six (6) hereof. The CONSULTANT shall describe separately the

expenses incurred. if any. accompanied by the corresponding evidence,

8. INVOICE CERTIFICATION

The invoice shall include the following certification:

"Subject to penalty if otherwise. I certify that no

employee of the COMPANY is a part or has any interest in the
profits or benefits acquired from the contractual relationship
which Is the basis of this Invoice. If there is any profit or
benefit acquired from this Agreement, I have obtained the
corresponding waiver. The sole consideration obtained In
return of the professional services rendered under the
Agreement Is the agreed-upon price that has been negotiated
with an authorized representative of the COMPANY. The
amount invoiced herein is just and correct. The professional
services have been rendered and no payment has been
received."

The COMPANY shall not pay the CONSULTANT for invoices that do not contain

the above certification.

9. EVALUATION AND PAYMENT

The Executive Director of the COMPANY. or his authorized representative. shall

evaluate any invoice submitted by the CONSULTANT, If the invoice is found adequate, he shall

certify and approve the services, The COMPANY shall make payment to the CONSULTANT

within thirty (30) days after the Comptroller of the COMPANY has received the invoice duly

approved by the Executive Director of the COMPANY, or his authorized representative.

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10. EXAMINATION OF RECORDS

The COMPANY shall have the right to examine the CONSULTANT'S billing and records

of expenditures incurred on behalf of the COMPANY in order to determine the accuracy of the

Services rendered and the expenses incurred to comply with this Agreement and to audit the

same.

11. INSURANCE

At the time of the execution of this Agreement and during its effectiveness, the

CONSULTANT must maintain a professional liability insurance policy that covers up to a

minimum coverage amount of ONE MILLION Dollars ($1,000,000.00), per occurrence which

shall include the COMPANY as additional insured and a hold harmless agreement in favor of

the COMPANY. The CONSULTANT must submit to the COMPANY a copy of said policy within

fifteen (15) days from the execution of this Agreement or this Agreement may be terminated by

the COMPANY.

12. EXCLUSIVITY

Nothing herein contained shall be interpreted as an act of exclusivity. The

CONSULTANT shall have the right to negotiate business transactions, provided they are not

illegal, with other entities or persons and the COMPANY shall have the right to execute other

agreements for matters it deems necessary, including services similar or related to the ones

provided herein.

13. PROPERTY RIGHTS

Upon prior written request of the COMPANY or at the termination, cancellation or

resolution of this Agreement, the CONSULTANT shall submit to the COMPANY all documents,

information or materials related to this Agreement, which documents shall become property of

the COMPANY and shall not be used by the CONSULTANT under any Circumstances, even

after the termination of this Agreement, unless it has obtained the prior written authorization of

the COMPANY.

14. OWNERSHIP OF PROPRIETARY TECHNOLOGY

The COMPANY as well as its partners and clients hereby acknowledges and agrees that

CONSULTANT is the owner of highly valuable proprietary online technology, including without

limitation, the patented pending compatibility matching system, My Business Matches TM mobile

application, as well as virtual match making system. CONSULTANT owns and hereby retains all

proprietary rights in the Services as well as the match making site, functions and modules,

including but not limited to, all system enhancements.

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15. CANCELLATION OF FUNDS

If the funds provided hereunder are in any way limited or cancelled, the parties

acknowledge that this Agreement shall be terminated effective the day in which such funds were

adjusted or cancelled. In such case, the COMPANY, subject to the terms and conditions of this

Agreement, shall compensate the CONSULTANT for professional services provided to the

COMPANY until the day in which such funds were limited or cancelled.

Should these funds be reduced in quantity, the parties shall have the option to negotiate

a new agreement in writing subject to the corresponding administrative orders and the

availability of funds.

16. LOSS OR DAMAGES TO PROPERTY

Pursuant to the Puerto Rico Civil Code, the CONSULTANT shall be liable for any loss or

damage to material or property of the COMPANY under its custody and responsibility.

17. INDEMNITY

The CONSULTANT shall indemnify the COMPANY for costs incurred by the COMPANY

(including costs, damages and attorney's fees) due to claims and/or legal proceedings against

the COMPANY related to libel, defamation, slander, invasion to the right of intimacy, plagiarism,

piracy, unfair competition, illegal appropriation of ideas, violation of intellectual property rights,

and other similar claims that may arise as a consequence of the materials or documents

prepared by the CONSULTANT for the COMPANY.

18. NON-DISCLOSURE

The CONSULTANT agrees not to disclose any confidential information provided by the

COMPANY for the performance of the services covered by this Agreement to anyone without

the prior written approval of the COMPANY, during or after the termination of the Agreement.

During the term of this Agreement, the CONSULTANT will maintain confidential all

information and documents offered by the COMPANY. At the Company's request, or at the

expiration, cancellation or termination of this Agreement, the CONSULTANT shall submit to the

COMPANY all documents, information or material property of the COMPANY and related to this

Agreement. Any unfinished job shall be submitted to the COMPANY which will have the right to

finish such job and use any materials or ideas related to it. In such case, the CONSULTANT

shall obtain the necessary consent and authorization of any third party doing business with the

CONSULTANT for the COMPANY to use the materials and ideas before mentioned. Should

the CONSULTANT not comply with the obligations set forth herewith, the CONSULTANT shall

indemnify the COMPANY for claims against the COMPANY related to unauthorized uses,
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19. EMPLOYER-EMPLOYEE RELATIONSHIP

The CONSULTANT is an independent contractor subject to the personnel laws of the

Commonwealth of Puerto Rico. Thus, it is understood that the benefits stipulated in this

Agreement correspond to negotiations among the parties herein and do not have the effect of

establishing an employer-employee relationship between the parties. As an independent

contractor, the CONSULTANT is exclusively responsible for the payment of salaries, wages

and/or benefits of the personnel used by the CONSULTANT to provide the services herein

required. In addition, the CONSULTANT is exclusively responsible for the payment of the State

Insurance Fund policy, if applicable, unemployment insurance and any other insurance required

bylaw.

20. WITHHOLDING

The CONSULTANT, as an independent contractor, will be responsible for the payment

of Social Security and other employer's withholdings. The COMPANY shall be responsible of

withholding the applicable tax pursuant to the provisions of the Puerto Rico Internal Revenue

Code of 1994, as amended, and its Regulations, unless, pursuant to the applicable Regulations,

a Certificate of Waiver "Relevo de Hacienda" from the Puerto Rico Treasury Department for

such withholding is submitted to the COMPANY by the CONSULTANT, which Certificate of

Waiver must be current at the moment of payment for the services herein provided.

21. SUBCONTRACT

The CONSULTANT is not authorized to and will not assign nor subcontract in whole or

in part any of the obligations under this Agreement without the express prior written consent of

the COMPANY.

22. REQUIREMENT CERTIFICATIONS:

The CONSULTANT hereby certifies that at the execution of this agreement it has filed

income tax returns in Puerto Rico during the past five (5) years, if applicable.

The CONSULTANT, also certifies that it does not have any outstanding debts with the

Commonwealth of Puerto Rico to include income taxes, real or chattel property taxes,

unemployment insurance premiums, worker's compensation payment and Driver's Social

Security or if it had debt related to one or more of the aforementioned premiums it had an

installment plan(s) which is (are) being complied with.

The CONSULTANT also certifies that has no debt of alimony obligation. It is expressly

acknowledged that these are essential conditions of this agreement because they are required

by law and by Executive Orders. If any of these certifications are incorrect, The COMPANY
 9

shall have cause for the immediate termination of the Agreement, and the CONSULTANT shall

reimburse any amount of money received under this Agreement.

Prior to the execution of this Agreement, and The CONSULTANT shall present to the

COMPANY the corresponding certifications issued by the Department of the Treasury, the

Department of Labor and Human Resources, and the Municipal Revenues Collection Center,

(Known by its Spanish acronym, CRIM).

The CONSULTANT acknowledges that the sworn statement above is an essential

condition of this Agreement. Should the foregoing representations provided by the

CONSULTANT be partially or completely incorrect, or should the CONSULTANT fail to submit

such statement, as hereinafter required, within twenty (20) days from the date of execution of

this Agreement, the COMPANY may have the option to cancel this Agreement and the

CONSULTANT will have to reimburse the COMPANY any and all moneys paid under this

Agreement if the representations are not true

23. CERTIFICATIONS

On or before twenty (20) days from the date of the execution of this Agreement and

prior to receiving any payment from the COMPANY, the CONSULTANT must provide the

COMPANY with the above mentioned sworn statement which shall be attached and form part of

this Agreement.

24. AGREEMENTS WITH OTHER GOVERNMENT AGENCIES

At present, the CONSULTANT does not provide services to any instrumentality of the

Commonwealth of Puerto Rico. If during the term of this Agreement, the CONSULTANT'S

services are rendered to any agency, corporation, municipality or instrumentality of the

Commonwealth of Puerto Rico, the CONSULTANT shall notify in writing of such fact to the

COMPANY and such services shall not be in conflict with the services rendered pursuant to this

Agreement.

25. GOVERNMENT ETHICS

The CONSULTANT, its directors, officers and/or agents certify that:

a. None of the COMPANY public officers or employees have a direct or indirect

pecuniary interest in this Agreement, or any other interest that may adversely

affect the same.

b. No public employee or any member of any employee's family has or has had

a direct or indirect pecuniary interest as a result of this Agreement.

c. None of the CONSULTANT'S directors, officers, agents or employees, as

ciJ~;"'bl" '" th,;, family momb,", , ad,d ., p"bile employees 0' officecs
 \0

who have access in the decision-making process to determine the need for

the services to be rendered under this Agreement and to the process of

negotiation or execution of the same.

d. Upon signature of this Agreement, there exists no conflict of interest that may

affect the services to be rendered and they do not have and will not represent

any other client or interest that may be in conflict or that may cause conflict of

the public policy established by the COMPANY in relation to this Agreement.

e. No employee or official of the COMPANY or their family members have or

have had during the last four (4) years before occupying it position, direct or

indirect pecuniary interest in this Agreement and they have no knowledge of

any employee of the Commonwealth of Puerto Rico that has any interest in

the profits or benefits derived from this Agreement.

f. No director, officer or employee of the CONSULTANT, as applicable, has

worked as a public official or employee, in relation to the services herein

provided, within two (2) years preceding the execution of this Agreement.

g. They know their professional code of ethics and they will abide by them

throughout the performance of their professional services herein required by

the COMPANY.

h. It has received in this act a copy of the Government Ethics Law of Puerto

Rico, Law 1-2012, and has signed the Certification of Absence of Conflict of

Interest, as required by the Office of Government Ethics of Puerto Rico.

i. The CONSULTANT shall certify in writing in this clause that it has no pending

claims or litigations against the Commonwealth of Puerto Rico.

j. The CONSULTANT agrees to fully comply with the Code of Ethics for

Contractors, Suppliers of Goods and Services and Financial Incentives

Applicants of the Executive Agencies of the Commonwealth of Puerto Rico

established by virtue of Act No. 84 of June 18, 2002.

The COMPANY certifies that none of its public officers or employees who have the

power to approve and authorize Agreements, or any member of their families, have or have

had, during the four (4) years prior to occupying their position, direct or indirect pecuniary

interest in the CONSULTANT.

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26. FELONY AGAINST PUBLIC TREASURY AND OTHERS

The CONSULTANT, its shareholders, directors, officers or employees are not under any

investigation or civil or criminal process because of any crime against public treasury, testimony

and public function or that involves state or federal funds or public property. The

CONSULTANT has the obligation to inform the COMPANY during all the phases previous to

the execution of this Agreement and after, with respect to any investigation or civil or criminal

process that it may be subject to because of any crime against public treasury, testimony and

public function or that involves state or federal funds or public property. In case that the

CONSULTANT, its officers or employees are guilty of any crime against public treasury,

testimony and public function or that involves funds or public property in any jurisdiction, this

Agreement shall be terminated immediately and the COMPANY shall have the right to request

the CONSULTANT to reimburse the COMPANY all payments made in relation to the

Agreement which is directly affected by the felony. In addition to the termination of this

Agreement, the COMPANY shall have the right to receive reimbursement of all payments made

under this agreement or under any other Agreement directly affected by the felony.

The CONSULTANT hereby certifies that has not been convicted in the federal or the

state jurisdiction as a result of any felony or misdemeanor against the public treasury or related

with wrongful use of publiC funds.

This Agreement shall be resolved if the CONSULTANT results convicted in either of the

aforementioned jurisdictions for any of the previously mentioned crimes and shall be disqualified

to contract or bid with any of the executives agencies of the Commonwealth of Puerto Rico,

according to the term established in Law Num. 458, approved in December 29, 2000.

27. ADVERSE INTERESTS

The CONSULTANT recognizes that while performing its professional obligations pursuant

to this Agreement it has a duty of complete loyalty towards the COMPANY, which includes not

having adverse interests with regard to the COMPANY. The duty of loyalty also includes the

continuous obligation to disclose to the COMPANY all the circumstances of its relationships with

clients and other third persons or organizations and any other factor that may influence the

COMPANY at the time of executing the Agreement or during its term.

It shall be understood that the CONSULTANT represents adverse interests when, on

behalf of the COMPANY, it has a duty to promote something to which it must oppose in order to

fulfill its obligation to a previous, current. future client, associate, or vice versa. It also represents

adverse interests when its conduct is described as such in the code of professional ethics of the

profession it represents, or in the laws and regulations of the Commonwealth of Puerto Rico. It
 12

shall constitute a violation of the prohibition the fact that any of the CONSULTANTS directors,

associates or employees incur in the conduct described herein. The CONSULTANT shall prevent

the mere appearance of the existence of adverse interests.

28. ADVERSE INTEREST PROCEDURE

The CONSULTANT acknowledges that the COMPANY has the power to supervise that

the CONSULTANT complies with the prohibitions hereinabove. If the COMPANY determines

that there is a conflict of interest or that a conflict has arisen with regard to the CONSULTANT,

the COMPANY shall notify in writing the findings and its intention to rescind the Agreement in a

period of ten (10) days. During such period, the CONSULTANT may request in writing a

meeting with the Executive Director of the COMPANY for purposes of exposing and discussing

its argument and position with respect to the alleged conflict of interest. The Executive Director,

or his authorized representative, shall allow such meeting. If the CONSULTANT does not

request such meeting or if the issue is not satisfactorily solved or decided during said meeting,

this Agreement shall be terminated.

29, TERMINATION

This Agreement may be terminated by the COMPANY by giving the CONSULTANT

without prior notice, providing no additional compensation except for the amount due for

services rendered.

30. NON-COMPLIANCE

The non-compliance of the professional services as set forth herein or the negligent

discharge, abandonment, misconduct or illegal behavior by the CONSULTANT, or by any of its

officials or employees, shall constitute a breach of this Agreement and shall, without limitation of

right, allow an immediate release from and discharge of the COMPANY of any obligation or

liability hereunder.

31. HOLD HARMLESS

It is an essential condition of this Agreement that the CONSULTANT indemnifies, hold

harmless and release the COMPANY and the Commonwealth of Puerto Rico any responsibility

that may arise from contractual agreements of the CONSULTANT with third parties, regardless

of whether they are individuals or juridical persons with respect to this Agreement. In respect of

any action or proceedings brought or threatened to be brought in any court, administrative body,

tribunal or similar body, the CONSULTANT shall defend, indemnify, hold and release the

COMPANY, its affiliated companies, agents, officers, employees, shareholders, representatives,

licensees and assigns harmless from and against any claim, liability, cost, assessment,

expense, judgment, damage, demand including attorneys fees due to (i) breach, non
 13

performance or negligent performance or misrepresentation of the terms and conditions

indicated herein; (ii) violation of Laws; (iii) obligations based upon contracts made between the

CONSULTANT and third parties, or based upon obligations incurred on behalf of the

COMPANY by such third parties in carrying out the terms of this Agreement.

32. OBJECTION

Any failure by COMPANY to object to or take affirmative action with respect to any

conduct of the CONSULTANT that is in violation of the terms of this Agreement shall not be

deemed a waiver of such rights, nor shall any waiver be implied from the making of any

payment hereunder. The COMPANY review, approval, acceptance or payment for services

under this Agreement shall not operate as a waiver of any rights under this Agreement and the

CONSULTANT shall be and remain liable to COMPANY for all damages incurred by

COMPANY as a result of the CONSULTANT'S failure to perform in conformance with the terms

and conditions of this Agreement The rights and remedies of COMPANY provided for under

this Agreement are in addition to any other rights or remedies provided by law.

33. ASSIGNMENT

The CONSULTANT is not authorized to and will not assign nor SUbcontract in whole or

in part any of the obligations under this Agreement without the express prior written consent of

the COMPANY.

34. APPLICABLE LAWS

The validity, interpretation, and performance of this Agreement shall be controlled by and

construed under the laws of the Commonwealth of Puerto Rico.

35. JURISDICTION
The parties to this Agreement acknowledge and agree that all disputes arising out of, or

relating to, this Agreement and all actions to enforce it shall be governed and judged by the laws

and the state courts of the Commonwealth of Puerto Rico. The parties hereby irrevocably

submit to the jurisdiction of the Court of First Instance, Superior Court of San Juan, ariSing out

of or relating to this Agreement Insofar as permitted under the applicable law, this consent

shall be self-operative and no further instrument or action shall be necessary in order to confer

jurisdiction upon the parties in any court.

36. SEVERABILITY

In the event that any provision hereof is held to be illegal, invalid or unenforceable by

final UNAPPEALABLE order, decree or judgment of any court, such provision shall be deemed

to be separate from all of the other provisions hereof and all such other provisions shall remain
 14

in full force and effect as if such illegal, invalid or unenforceable provision were not a part

hereof.

37. AMENDMENTS

No agent, employee, or other representative of either party is empowered to alter any of

the terms hereof, unless done in writing and signed by an executive officer of the respective

parties.

38. NOTICES

All notices pertaining to this Agreement shall be in writing and shall be transmitted either by

personal hand delivery or through the facilities of the United States Postal Office. The addresses

set forth for the respective parties at the end of this Agreement shall be the places where notices

shall be sent, unless written notice of a change of address is given.

39. DISCREPANCIES

This Agreement shall prevail should any discrepancies emerge in the interpretation

between this Agreement and any other letters, documents or proposals presented or submitted

by the CONSULTANT.

40. TITLES
The titles used in this Agreement are for reference purposes only and do not constitute

an integral part thereof.

41. ENTIRE AGREEMENT

This writing contains the entire Agreement between the parties. No
representations were made or relied upon by either party, other than those that are expressly
set forth.
42. Both contracting parties acknowledge and agree that contracted services

may be provided to any entity of the Executive Branch with which the contracting entity

(THE COMPANY) makes an interagency agreement or by direct provision of the

·Secretaria de la Gobernaci6n". These services will be performed under the terms and

conditions in terms of hours of work and compensation set forth in this contract. For

purposes of this clause, the term "Executive Branch entity" includes all agencies of the

Government of Puerto Rico, as well as public instrumentalities and corporations and the

Office of the Governor.

43. The "Secreta ria de la Gobernaci6n" shall have the power to terminate this

contract at any time.

44. The parties acknowledge the need to expedite communication between

consultants. suppliers of goods and services and agencies of the Government of Puerto
 15

Rico. They also accept the duty to protect and safeguard the record of official activities

and the integrity of the content of all official communications and notifications between

them, without endangering the Government's information systems and ensuring their

safety. Therefore, they agree that, from now on, any natural or juridical person who

provides services to the Government, will be obliged to request and use the email

account provided by the Government, safeguarding the written and official

communications of the Suppliers with any agency with which a contract exists, this

being the only means of communication and notification authorized for electronic

communications, as long as the contract is in force. The email account provided will

serve to carry out any official communication with the Government, using the domain @

Vendors.PR.Gov. These accounts will be activated when perfecting the contract, will

remain active during the contractual relationship and will be deactivated at the

expiration of the contract. In addition, they may be reactivated, with the renewal of the

contracts, after the corresponding notification to the OGP, by the contracting agency.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

in San Juan, Puerto Rico on AugusJ12017.

PUERTO RICO TRADE & EXPORT

COMPANY

MR. RICARDO J. LLERA MR.JEF R

EXECUTIVE DIRECTOR Preslden
PO Box 195009 PO Box 40008
San Juan, PR 00919-5009 San Antonio, Texas 78229
Telephone: (787) 294-0101 Telephone (866) 853-3561
Fax(787)294~718
 06101 12017

Puerto Rico Trade Division de Promoexport

Online Business Virtual Matchmaking Solution

Dayanira Dlaz Luque

Gerente de Desarrollo yApoyo Empresarial
Division de Promoexport
Dayanira.diaz@cce.pr.gov
Tel: (787) 294-01 01 x. 2093 • Fax: (787) 281-6531

My Business Matches™
Karla Gomez
Director, Business Development
PO Box 1198
Sail Antonio, TX 78294
866-853-3561
210-858-7379
Confidentiality \folicc and TCI'llIS of bc
\Ve are pleased to present this proposal to assist as you consider engaging us to provide servkcs. 'Ihis
proposal colltains confidential. proprieLary infol'Tlwlion valuable tl! l\ty Busine~s i\latches™. Various !iLate
and federal laws including the Cnitcd States Copyright Act and the llniform Trade Secrets Act protect that
information.

You may distribute a reasonable number of copies of this proposal to your employees and advisors who
have a need to know aud who are bound to keep the information in this proposal confidenLial. Yon may not
disclose this proposal to any other person or use it for any purpose other than to evaluate whcLher to
1'cl<lin i\ly Business Matches ™ to provide services to you. Should YOll need additional information or
details, please conlaell\ly Business \latches ™ direeLly

2017 '\1)' Business Malches, Inc.

 ~ BUSINESS.,,'., ,1, fCOM
IV.

Executive Summary

My Business ~1atchesTM is a highly customizable and flexible online too] that

equips chambers of commerce, corporations, associations, organizations and
government agencies with an online, user friendly business matchmaking tool
that matches, schedules meetings (virtually and in person) and tracks the
business results between buyers and qualified suppliers.

The purpose of the project is to provide:

• An online business matchmaking tool that will match International buyers
with Puerto Rico local attendees and schedule meetings in person
• Assist with email marketing services to promote the event with at least 250
international buyers to invite them to the event and match them with local
exhibitors that include Latin American Buyers.
• Technical support to participants via phone and email preceding the event
• Manage and execute the business matchmaking event
o Business matchmaking attendee check-in
o Oversee business matchmaking room(s) set-up
o Execute business matchmaking event onsite
• Track the business results that emerge from business matchmaking
meetings post event -Online surveys

As part of the process, My Business Matches™ will:

• License
o Use of My Business Matches™ online solution for one (1)
event - EXPO PR 2017, on September 6-7, 2017 at the
Convention Center in Sanjuan, Puerto Rico.

• EVENT REGISTRATION
o Create registration form for (unlimited number of
attendees):
• Buyers
• Suppliers
o Train client on how to access event registration information
o Use of mobile technology to check in registrants
o Use of Mobile technology to allow Staff to conduct meeting
check ins between buyers and suppliers

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• Team
o Integrate with internal teams
• Participate on calls when requested

• Technical
a Provide hosting on a secure SSL 256- Bit encrypted server

• Customization
Front End
• Customized web link such as:
yourName.mybusinessmatches.com
• Custom supplier registration form
o Ability to add fields and remove fields (per request­
To be completed by MBM programmer)
• Custom buyer registration form
o Ability to add fields and remove fields (per request-to
be completed by MBM programmer)
Buyer Platform
o Buyers have access to a customized matchmaking
Platform
o Ability to access Matches
o Ability to request & schedule one-on-one meetings
with Suppliers
o Access to Supplier Directory to see all suppliers
registered
o Access to view Supplier Profile
Supplier Platform
a Suppliers have access to a customized matchmaking
Platform
o Ability to access Matches
a Ability to request & schedule one-an-one meetings
with Buyers
a Ability to request & schedule one-on-one meetings
with Suppliers
o Access to Supplier Directory to see all other suppliers
registered

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o Access Lo view Buyer profile

o Suppliers have access to chat with each other using
"Let's Connect"
Compatibility Score
Ability to add compatibility score
Allows buyers and suppliers to view their compatibility
score according to the opportunities posted by the buyer
and the requirements met by the supplier.
o Buyers can identify procurement ready vendors
o Suppliers can view the requirements to meet an
opportunity.
o Such requirements include, Socioeconomic
Categories, Certifications, Federal Schedule,
and Revenue which are used to generate the
score to find the "perfect match."
Administrative Access
o View all registered suppliers and buyers profiles
o Ability to view meetings at a glance
o Ability to view buyer and supplier profiles
o AbiliLy to force match buyers to suppliers meetings
o Ability to force match supplier to supplier meetings
o Ability to post messages for buyers and suppliers
o Ability to schedule meetings on behalf of
buyer/supplier
o Ability to pull comprehensive detailed reports for
buyers and suppliers
o Ability to print out buyer and supplier schedules
o Customize link with branding, including: logo, video,
and content (to be provided by client)
o Implement website analytics to track website page
views, visits, unique visitors, geographic location,
and time on site, etc.

4 ;~) 2017 \1,1 Business M;Hclw<,;, lnc.

 t! ' YBUSINtSS, . ,', .. ,"COM

• Marketing/Communications/Outreach
• Distribute email blast throughout the MBM database promoting event
o Provide client with custom button to place on website or
marketing material

Marketing
The Distribution of marketing emails are strictly for
communication purposes on~v. We do not guarantee
matchmaker participation and/or attendance. All
related MBM Marketing' efforts are strictly related to
communicating the event details in O1'der to assist the
clients [Q)ith their o[vn promotional efforts.

Attendance
My Business Matches [viiI not be held liable f'or
participant's cancellations, acts ofGod, travel issues, or
general no show:r; in advance or during the event(.r;).

• Support (Total of 3 hours for the duration of the event in this package)
o Provide client and users a number or email where
participants can inquire for technical support
• Logistics
o Provide event management company a detailed list
itemizing onsite requirements (Le. room setup, room
requirements podium, tables, chairs, table tents,
refreshments, etc.)
o If you decide to use MBM Team to execute event
• Manage and execute the business matchmaking event
• Provide client business matchmaking event flows,
which detail: when meetings commence, length of
meetings, time between meetings, breaks, and when
meetings conclude
• Provide printed material for each site to include:
table tents, schedules, list of registered buyers, and
list of registered suppliers
• Provide onsite staff to manage business
matchmaking event, including: staff for
registration/sign in, outside room management,
inside room management- floaters, moderator and
timekeeper

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 BUS INESSP ;'

• Post Event
o Provide client event summary report on Buyers, Suppliers
and matches
o Participate in post event wrap-up meeting
o Provide client all participant data captured during
registration
o Track the business results that emerge from the business
matchmaking meetings.
a Online Follow-ups: Follow-ups will be sent by email at
designated dates (30,60,90 days after the event), this
process will be the most cost effective- included on pricing
proposal.

6 ({,.) l.OI7 My HushH:I>'i .\latches, Inc.

 ~j BUSINfSS r
tv. j, {COM

OWNERSHIP OF PROPRIETARY TECHNOLOGY

Puerto Rico Trade- Division Promoexport, as well as its clients and partners
hereby acknowledges and agrees that My Business Matches™ , Inc. is the owner
of highly valuable proprietary online technology, including without limitation,
the patented pending compatibility matching system, My Business Matches™
mobile application, as well as virtual matchmaking system. My Business
Matches™ owns and hereby retains all proprietary rights in the Services as well
as the match making site functions and modules, including but not limited to,
all system enhancements.

CLAIMS
My Business Matches™ and the Client hereby waives all claims against each
other for damages arising from interruption or postponement of service caused
by reason of acts of God, strikes, lockouts or other industrial disturbances, wars,
riot'), arrests, explosions, fire, accidents or any other cause. Upon
discontinuance of the cause(s) of interruption or postponement of service, both
parties shalll'esume normal service and the then current term of this
Agreement shall be extended by a period equal to the period of the interruption
01' postponement

Methodology
Our Solution
My Business Matches™ combines state of the art design with highly
customizable and flexible registration forms, which enables Hosts to create
events where Buyers can connect with Suppliers and vice-versa.

Project Management
My Business MatchesT:lI assigns an account lead also referred to as a project
manager (PM) to each event. The PM will serve as your primary point of contact.
He/She will integrate with the client's team, and manage internal teams
(administrative, communications, design, programming, and event
management). The PM will facilitate meetings and conference calls to review the
project status to reach the documented project goals.

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Phase 1: Define, Kick-Off and Requirements Meeting

The first phase of development is a coordinated process designed to
identify all the functional specifications, assets, restrictions and
knowledge necessary to customize My Business Matches™ to fulfill the
client's objectives.

The initial step of the project is aligning our team with the client's
stakeholders. At the conclusion of Phase 1, relevant stakeholders will have
agreed on the project's objectives, and will have a complete
understanding of how My Business Matches™ will execute the project.

Phase 2: Architecture, Design and Implementation

At My Business Matches™ , information architecture (IA) is the core of
our online solution, and was used when forming the framework and
building the structure.

The design concept offered by My Business Matches™ was developed by

industry experts with relevant Web experience, coupled with research
about online business matchmaking capabilities.

The technical project team will lead all technical and

infrastructure-related tasks. The team includes a technical lead,
developers and engineers. Each is assigned to carry out My Business
Matches™ customization efforts and resources which need to be
allocated such as databases and testing environments.
Quality assurance testing is a cumulative process, repeated as each new
piece is completed. Our quality assurance personnel are expert users.
Our quality assurance deliverables include:

• BrowseriPlaL[orm Testing (Le. Mac, Windows, IE, Fircfox, Safari, Opera, etc.)
• Funclional Testing
• Performance Testing

Phase 3: Deployment
My Business Matches™ will make sure a quality customized business
matchmaking solution is delivered.

Phase 4: Event Management

The My Business Matches™ team integrates into both the event
management and host teams and will participates in pre-event meetings
providing client reports on Buyers, Supplier, meetings and matches.

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We "SUSINfSS· 1\:'

Rights in Data
Neither the submission of this proposal nor throughout the performance of any
resulting contract shall any rights in:

• Any recorded information, regardless of form or the media on which it

may be recorded; technical data of a scientific or technical nature
(including computer databases and computer software documentation);
• Computer software (including owner's manuals, user's manuals,
installation instructions, operating instructions, and other similar items,
regardless of storage medium, that explain the capabilities of the
computer software or provide instructions for using the software;
• Computer programs that comprise a series of instructions, rules,
routines, or statements, regardless of the media in which recorded, that
allow or cause a computer to perform a specific operation or series of
operations; or
• Recorded information comprising source code listings, design details,
algorithms, processes, flow charts, formulas, and related material that
would enable the computer program to be produced, created, or
compiled.

be granted to the Puerto Rico Trade- Division Promoexport without the

expressed vvritten consent of My Business Matches™

9 (~') :'W17 My Business Mal ('hi:" lll{:,

 n. BUSINESS' r ('- .COM

Client References
Angela Washington
Business Information Specialist
U.S. Department of Commerce! Minority Business Development Agency
Office of Business Development
202-482-4016
awashington@mbda.gov

Jose Cabrera Macchi

Integration &' Trade
Inter-American Development Bank
(202) 623-1689
josecabrera(gJiadb.org

Lou Rosa
AT&T Global Supplier Diversity
925-549-1371
In467@att.com

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Project Investment
Service Cost

Customized online matchmaking tool $22,200

for 1 event

2 MBM Team members - Onsite $700

support

2MI3M Team Members- Travel & $2,100

Lodging

T()TAL C()ST ....................................................................... $25,000

Payment Schedule
Payment due upon commencement of project .............................. $25,000

Installment plan available- upon client request

Please note: Paylnent is due witJlin 15 days. Invoice amounts outstanding will be subject to a late fee of 1.5%
per month of the halance due. In addition, any work performed above and beyond t.his scope of work will
be charged at .$210 usn an hom.

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Conclusion
Thank you for allowing My Business MatchesT~! the opportunity to partner with
you on this project. This proposal has provided you with a comprehensive
overview and understanding of our unique business matchmaking tool.

We look forward to moving ahead in your evaluation process and would be

available to provide any additional information you may need to facilitate your
decision-making process.

Agreement
If the terms and conditions mentioned above are to the client's satisfaction to
constitute a scope of work between My Business Matches™, Inc. and the client,
this proposal will serve as a binding contract for work between the
aforementioned entities.

Client: Date

06/01/2017
Karla Gomez, Date
Director, Business Development
My Business Matches™

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